The AMP operating mechanism: SEC AMP cohort qualification, FINRA-supervised broker-dealer execution, escrow held at FDIC-member institution settlement, AMP transfer-agent registry, and AMP secondary trading once a cohort qualifies. Subscription to distribution to liquidity — all documented in the qualified Offering Circular.
Each stage is sequential, gated, and compliance-verified before the next opens. No tranche advances without the prior stage closing clean.
An institutional anchor — family office, strategic LP, or qualified anchor entity — commits capital at the lead tranche. Commitment terms, co-investment rights, and distribution seniority are documented at binding LOI. This anchor position establishes price discovery and validates the underlying asset thesis before any public-facing mechanics engage.
AMP files for SEC Reg A+ Tier 2 qualification. The offering circular is reviewed, amended, and qualified — permitting up to $75M in public-facing raises per twelve-month period with ongoing reporting obligations. Qualification is not assumed. It is a prerequisite. No Main Street tranche opens prior to SEC qualification being confirmed in writing.
AMP deploys a minimum 15% co-investment from its own balance sheet alongside incoming investors. This is not a fee. It is a capital position — subject to the same distribution waterfall, the same lock-up schedule, and the same exit conditions as every other tranche. Alignment is structural, not rhetorical.
Following SEC qualification and anchor close, the Main Street tranche opens via AMP broker-dealer infrastructure (FINRA-registered). Eligible investors — including non-accredited participants within Reg A+ statutory limits — may subscribe. AMP USD settlement (escrow held at FDIC-member institution) holds all subscription funds. No capital is released to the issuer until closing conditions are satisfied and escrow release is authorized.
Post-close, distributions are calculated monthly against underlying asset cash flows and disbursed through AMP on-chain settlement. Every distribution event is recorded on-chain, creating an immutable audit trail. Investors receive statements reconciling asset-level performance against distributed yield. Distributions are not projected returns — they are contractual obligations governed by the offering documents.
AMP operates on a purpose-built compliance stack. Each layer is independently regulated, institutionally credentialed, and operationally redundant. The infrastructure does not supplement trust — it replaces the need to ask for it.
FINRA-registered broker-dealer providing compliant subscription processing, investor onboarding, KYC/AML verification, and cap table management. All investor transactions are intermediated through a regulated BD — not a platform, not a marketplace, not a technology wrapper.
Blockchain-based settlement layer recording every issuance event, transfer, and distribution to an immutable ledger. Eliminates reconciliation disputes. Provides institutional-grade audit trail without custody risk. Every position is verifiable on-chain in real time.
All subscription proceeds are held in escrow held at FDIC-member institution accounts administered through AMP USD settlement until offering closing conditions are met. Investor funds are segregated, protected, and not accessible to the issuer until authorized release. Escrow is not optional — it is a structural requirement of the offering.
Wilson Sonsini Goodrich & Rosati provides securities law counsel on offering structure, SEC qualification filings, and ongoing compliance. WSGR’s securities practice represents some of the most significant public and private capital markets transactions globally. Their engagement is a structural decision, not a credential display.
The offering is qualified under Regulation A+, Tier 2 — the most rigorous publicly accessible exemption framework available under the JOBS Act. Tier 2 qualification requires SEC review of financials, offering circular, and material disclosures. Post-qualification, ongoing annual, semiannual, and current event reporting obligations apply.
All broker-dealer activity is subject to FINRA examination authority. Investor protection obligations — including suitability review, disclosure requirements, and complaint resolution — are enforced through FINRA’s regulatory framework. This is not self-regulation. It is federal financial industry oversight.
The cap table is not incidental to the offering design — it is the offering design. Each allocation reflects a deliberate structural decision about alignment, liquidity, and incentive architecture.
| Tranche | Allocation | Participant | Structural Role |
|---|---|---|---|
| Anchor / Institutional | 60% | Lead institutional anchor, qualified LPs | Price discovery, deal validation, first-loss seniority backstop |
| AMP Co-Investment | 15% | AMP (balance sheet) | Structural alignment — same waterfall, same lock-up, no preferential exit |
| Main Street Tranche | 25% | Reg A+ qualified individual investors | Democratized access to institutional terms — post-anchor, post-qualification |
“The 15% co-investment is the most important line on the cap table. It answers the only question that matters: does the operator have real money in the deal.”
— AMP Structural Design Principle
AMPTM was built on a single premise: the infrastructure that protects and compounds institutional capital should not be a privilege of minimum check size. The mechanism is now open. The rails are regulated. The position is available.
Eligible investors may apply for AMP access through the qualified investor door. All applications are processed through AMP broker-dealer infrastructure. Subscription is subject to offering circular terms, SEC qualification status, and applicable investor eligibility requirements.