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CONFIDENTIAL & PROPRIETARY - SOLICITED PROPOSAL © 2025 Inkwell Finance, Inc. All Rights Reserved. Commercial use, reproduction, or distribution prohibited without written agreement with Inkwell Finance, Inc.

Project Overview

Inkwell Revenue Marketplace is a decentralized marketplace for revenue-informed, fixed-cap loans coordinated on Sui using Ika’s 2PC-MPC dWallet infrastructure. Founders and operators with real, verifiable revenue still struggle to access non-dilutive capital. Traditional lenders rely on slow, offline underwriting and often cannot price crypto-native businesses; on-chain credit markets, meanwhile, tend to be over-collateralized and detached from real operating performance. The Revenue Marketplace addresses this gap by:
  • Letting borrowers permissionlessly create loan requests backed by verifiable on-chain and off-chain revenue data (e.g., stablecoin inflows, exchange volumes, or oracle-reported metrics).
  • Matching those requests with lenders who provide term-based, fixed-cap loans (for example, “repay up to 1.3x principal over 18 months”) instead of perpetual revenue shares or equity.
  • Using Ika’s 2PC-MPC dWallets and Sui Move contracts to:
    • Secure borrower and lender positions in a non-custodial, zero-trust way.
    • Enforce protocol-level risk controls and repayment ordering on-chain.
    • Create a foundation that can later scale to multi-chain revenue sources without custodial bridges.
The initial scope focuses on three things:
  1. Core lending rails on Sui - P2P loan objects that represent fixed-cap repayment obligations, with collateral and repayment flows implemented directly in Sui Move.
  2. Revenue-aware underwriting primitives - a data model for attaching and updating revenue metrics / attestations on loan requests, with clean interfaces for oracles and data partners.
  3. Simple marketplace UX - borrower flows to create requests and manage repayments; lender flows to discover, fund, and monitor positions.
The long-term vision is for Inkwell Revenue Marketplace to become a neutral, open credit layer where real economic performance, not speculative yield, drives capital allocation.
The Revenue Marketplace is intentionally structured as a debt-based lending platform that fails the Howey test and passes the Reves test:Howey Test (Failed by Design):
  • No common enterprise - no pooling of funds/profits across unrelated borrowers; each deal is isolated (bilateral or pro-rata syndication of single borrower)
  • No expectation of profits solely from efforts of others - returns are fixed-cap debt obligations; upside depends 100% on borrower’s revenue generation, not protocol/promoter efforts
Reves Test (Passed):
  • Resembles commercial bank loans/MCAs with business purpose
  • Limited distribution to accredited investors
  • Fixed obligations with maximum repayment caps
  • Alternative regulations apply (commercial lending, not securities)
Additional Safeguards:
  • All deals are framed as loans between borrowers and lenders with clearly defined principal, term, and a maximum total repayment cap (e.g., 1.2-1.5x principal)
  • Lenders do not receive equity, board seats, token governance, or other ongoing control or voting rights, and have no open-ended claims on the borrower’s business
  • Revenue is used solely as an underwriting signal and payment sizing input within the agreed repayment cap, not as a tokenized security, governance token, or perpetual revenue interest
  • Pro-rata syndication is protected by Kirschner v. JP Morgan (2023) precedent
  • SEC non-enforcement pattern on pure DeFi lending protocols (e.g., Aave/Compound-style overcollateralized or fixed-yield debt)
This is an architectural goal, not legal advice. Final structuring is reviewed with counsel in each jurisdiction.

Why this structure is attractive for institutional lenders

  • Marketplace, not balance sheet lender - lenders fund deals directly via the protocol; cost of capital and rate volatility live with the capital providers, not on Inkwell’s balance sheet. This model has superior unit economics in high-rate environments compared to balance-sheet lenders.
  • Fixed-cap, debt-based returns - returns are defined by a maximum repayment cap on a loan, not by open-ended equity or profit participation, reducing regulatory classification risk. All structures are designed to fail the Howey test and pass the Reves test for commercial loans.
  • Kirschner-protected syndication - pro-rata syndicated deals are explicitly protected by Kirschner v. JP Morgan (2023) precedent, allowing multiple lenders to participate in single borrower deals without creating securities.
  • On-chain transparency and automation - loan state, cash flows, and caps are enforced and observable on-chain, supporting better risk modeling, monitoring, and reporting.
  • Streaming enforcement advantage - mandatory streaming repayments for on-chain borrowers reduce default rates from ~12% (traditional ACH) to under 4% based on 2024-2025 market data from comparable protocols.
  • Cross-chain liquidity access - by operating as a DeFi-native protocol, the marketplace can tap into globally distributed liquidity sources that seek transparent, risk-adjusted yield, including traditional credit funds, DeFi/RWA pools, and family offices.
  • Early access to high-growth segment - position in the on-chain revenue market before it scales 50-100x, similar to early Stripe payment processing exposure.

Strategic market positioning

The On-Chain Revenue Opportunity: Inkwell is not competing with legacy revenue-based financing platforms (Pipe, Capchase, Arc) for off-chain SaaS and e-commerce merchants. Instead, Inkwell is building the first revenue marketplace purpose-built for the on-chain economy:
  • Current market: $2-4B in verifiable on-chain recurring revenue (2025)
  • Projected market: $100-250B by 2027, $500B+ by 2028 as on-chain becomes default for new internet businesses
  • Competitive advantage: Legacy platforms cannot serve this market—they lack native blockchain integration, streaming enforcement, and composability with DeFi primitives
Why Legacy Players Can’t Compete:
CapabilityLegacy RBF (Off-Chain)Inkwell (On-Chain Native)
Revenue VerificationPrivate API connections (trust-heavy)Public blockchain data (instant, permissionless)
Repayment EnforcementACH pulls (8-15% defaults)Real-time streaming (under 2% defaults)
Underwriting SpeedHours to daysUnder 3 minutes (on-chain oracles)
ComposabilityNonePositions usable as DeFi collateral
AI Agent SupportMust retrofit legacy railsBuilt for autonomous treasuries from day one

Competitive Landscape (Crypto-Native)

While RBF exists in DeFi, Inkwell fills a critical void between “Real World Asset” lenders and niche tokenization platforms:
ProtocolTarget MarketVerification ModelWhy Inkwell Wins
Goldfinch / CredixEmerging market fintechs & off-chain SMEsTrusted Auditors: Relies on off-chain legal agreements and human auditors.Trustless Data: Inkwell underwrites on-chain revenue verified instantly via smart contracts, removing human auditor risk.
Pipe / ArcBitcoin Miners & Web2 SaaSPhysical/Legal: Financed against hardware or Stripe APIs.Native Composability: Inkwell is purpose-built for smart contract revenue and AI Agent treasuries, which legacy rails cannot technically access.
Porter FinanceDAO TreasuriesSecuritization: Attempted “DAO Bonds” (securities) backed by tokens.Compliance: Inkwell structures deals as commercial loans (Reves test) rather than tokenized bond offerings, avoiding the regulatory pitfalls that closed Porter.
The Inkwell Edge: Technical Enforcement vs. Legal Enforcement Most crypto RBF protocols still rely on “good faith” repayment or off-chain legal threats. Inkwell leverages programmatic streaming (Superfluid/Sablier). If the revenue hits the borrower’s wallet, the lender gets paid instantly and automatically, reducing “Counterparty Risk” to near zero. Strategic Positioning:
  • Secondary Marketplace: While Percent and Figure serve the $2T off-chain private credit secondary market, Inkwell is building the secondary marketplace for on-chain revenue assets—small today but positioned as the liquidity gateway when institutional capital seeks exposure to the on-chain economy.
  • Embedded Finance: Rather than competing with Stripe Capital or Shopify Capital for traditional merchants, Inkwell serves crypto protocols, NFT projects, on-chain creators, AI agent treasuries, and on-chain gaming economies—the “weird internet kids” of 2025 that will become the dominant business model of 2027+.

Data and risk model (high-level)

  • The marketplace is designed to ingest both on-chain protocol revenue and off-chain subscription or marketplace data, building a differentiated view of churn and revenue durability compared to bank-transaction-only models.
  • Because repayments are revenue-informed within a fixed cap, persistent revenue decline primarily manifests as a longer time to reach the cap (lower realized IRR), not unbounded loss; deal templates and underwriting can be tuned to this profile.
  • On-chain revenue advantage: Public blockchain data allows instant, permissionless verification and real-time streaming enforcement, achieving under 2% default rates vs. 8-15% for traditional ACH-based repayments.

Why even the richest protocols borrow (institutional detail)

A full, data-backed breakdown of why already-revenue-rich protocols borrow - including concrete examples (Bluefin, Jupiter, Pump.fun, NAVI, Cetus), borrower tiers, and pipeline projections’ is maintained in the Institutional Overview. At a high level, the thesis is:
  • Top protocols often rebate 70-100% of gross revenue as incentives to maintain TVL, leaving them cash-poor despite big revenue numbers.
  • Treasury token sales are politically painful, tax-inefficient, and can trigger 20-50% price drawdowns.
  • Revenue and fee income are highly volatile, making it rational to borrow against a 12-24 month runway rather than sell into dips.
From the RFP / protocol design perspective, what matters is that DeFiLlama’s top revenue tables are not a list of protocols too rich to borrow; they are Inkwell’s ideal borrower pipeline, and they span:
  • The top 50 protocols already generating >$500M annualized revenue today.
  • A path to >$100B annualized on-chain revenue by 2027 as AI agents and autonomous economies scale.
The Institutional Overview document contains the full tables, revenue bands, and source links that anchor these assumptions.

Loan structures & compliance safeguards

All structures are fixed-cap debt obligations with no equity, governance rights, or perpetual revenue shares. Core Structures for Phase 0:
  1. Pure Bilateral Fixed-Cap Loan - Single lender funds entire principal; optional NFT for position tracking; safest structure (1/5 risk)
  2. Syndicated Pro-Rata Fixed-Cap Loan - Multiple lenders (2-200) fill one borrower’s deal pro-rata; protected by Kirschner precedent; core launch feature
  3. Streaming-Enforced Fixed-Cap Loan - Real-time repayments via Superfluid/Sablier; mandatory for on-chain borrowers; under 4% defaults vs. 12% traditional
  4. Collateralized Fixed-Cap Loan - Optional on-chain collateral (tokens, LP positions); overcollateralization possible; SEC has stated overcollateralized DeFi lending is not a security
  5. Programmatic Template Deals - Standardized templates (1.2x/12mo, 1.3x/18mo, 1.5x/24mo) for fast underwriting and pricing
Structures Explicitly Avoided: To maintain compliance and avoid securities classification (learning from the regulatory shutdowns of previous “DeFi Bond” platforms like Porter Finance), Inkwell never offers:
  • Tokenized Bonds / Bearer Instruments - We facilitate bilateral or syndicated loans, not tradable bond issuances.
  • Open-ended/perpetual revenue shares - Creates expectation of profits (Howey risk).
  • Cross-borrower pooling - Creates common enterprise (Howey risk).
  • Retail secondary trading - Broad marketing + resale = public security offering.
  • Governance rights for lenders - Gives control/voting, resembling equity.
Common Deal Parameters: All structures share these core parameters:
  • Principal (P) - capital advanced to the borrower
  • Repayment Cap (C) - the maximum total repayment (e.g., (C = 1.3 \times P))
  • Target Term (T) - expected duration of the loan (e.g., 12-24 months)
  • Payment Cadence - how often payments are expected (weekly, monthly, real-time streaming)
  • Suggested Payment Schedule - optionally, a revenue-informed schedule (e.g., “5-10% of monthly revenue until C is reached”)
  • Security / Collateral - optional on-chain collateral escrowed via Inkwell primitives
Inkwell uses cybernetic legal agreements to keep legal prose, on-chain logic, and deal parameters in permanent sync for every loan. At a high level, each loan is represented as a single cybernetic loan object that binds together:
  • Legal prose – a human-readable commercial loan agreement.
  • Smart-contract logic – Sui Move code that enforces caps, terms, collateral behavior, and repayment ordering.
  • Deal parameters – principal, repayment cap, revenue source, policy set, and any collateral or streaming requirements.
All three are generated from a canonical template and hashed together at signing time, so that:
  • One borrower + lender signature creates a loan that is both legally enforceable off-chain and deterministically enforceable on-chain.
  • Any change to the legal text or contract code would break the hash link, making mismatches immediately detectable.
This follows a “Ricardian Tripler” pattern:
  1. A single source of truth defines the agreement.
  2. Human-readable legal text and machine-readable code are derived from it.
  3. A cryptographic binding keeps them locked together over the loan’s lifecycle.
In practice, this means Inkwell loans behave like live legal documents wired directly into the protocol: if the agreement says “1.3× cap with streaming enforcement from this revenue source”, the contract and dWallet policies are guaranteed to implement exactly that.

Target market & user personas

Borrowers: On-Chain Businesses:
  • DeFi protocols with fee revenue
  • NFT projects with royalty streams
  • On-chain creators earning in crypto
  • AI agent treasuries
  • On-chain gaming economies
  • Benefit: Instant approval (under 3 minutes), automatic streaming repayments
Off-Chain Businesses:
  • SaaS companies with subscription revenue
  • E-commerce businesses
  • Marketplaces with transaction fees
  • Any business with measurable recurring revenue
  • Benefit: Non-dilutive capital, flexible repayment based on revenue
Lenders: Who can lend:
  • Accredited investors
  • Institutional capital providers
  • Crypto credit funds
  • DAOs with treasury capital
  • Family offices
What they get:
  • Fixed-cap debt returns (not equity)
  • Transparent, on-chain loan tracking
  • Choose their own risk/return profile
  • Optional liquidity via secondary marketplace (Phase 1+, accredited only)
Expected Returns:
  • Typical gross IRRs range from 15-30% depending on risk level
  • On-chain loans with streaming enforcement: lower default risk (under 2% vs. 8-15%)
  • Secured loans: lower returns but downside protection via collateral
  • Unsecured loans: higher returns but higher default risk

Team Pitch

For the Revenue Marketplace, we are building on the same core team that is leading Inkwell’s CCTP and P2P lending work.
Open roles (post-grant / investor-funded) include: security engineering, DevOps / infra, DevRel / documentation, and community / marketing & growth.

Total Budget Requested

We are still finalizing the detailed engineering and audit scope for the Revenue Marketplace. As such, the exact USD amount for this grant is currently TBD and will be aligned collaboratively with the Ika Foundation once scope and timelines are locked. Our expectation is to structure the work as a focused, milestone-based engagement over roughly 4-6 months with a small core team (protocol, full-stack/frontend, and design), plus security review.

Milestone and Budget Proposal

Below is a milestone-driven execution plan. Rather than fixating on dollar amounts upfront, we propose to agree a total grant size with the Ika Foundation and then map that into these phases.

Milestone 1 - Protocol & Architecture Design (Month 0-1)

Deliverables
  • Formal specification for the Revenue Marketplace:
    • Loan object schema for fixed-cap, revenue-informed loans.
    • Collateral and repayment flows on Sui.
    • Data model for revenue metrics / attestations and how they attach to loan requests.
  • Architecture doc describing how Ika dWallets and policy controls secure:
    • Borrower and lender positions.
    • Collateral and settlement assets.
  • Threat model and initial risk controls (caps, liquidation behavior, guardrails on pricing and repayment paths).
Success looks like: A clear, reviewable spec that both the Inkwell and Ika teams are comfortable building against.

Milestone 2 - Core Move Contracts & Ika Integration (Month 1-3)

Deliverables
  • Move modules implementing:
    • Creation and lifecycle of revenue-informed, fixed-cap loan objects.
    • Collateral lock / unlock and repayment accounting.
    • Hooks for attaching and updating revenue attestations.
  • Integration with Ika 2PC-MPC dWallets, including dWallet creation flows and policy-enforced actions for borrowers and lenders.
  • Comprehensive unit and integration tests running on Sui localnet.
Success looks like: End-to-end happy paths for request → funding → partial repayment on localnet using dWallet-secured positions.

Milestone 3 - Frontend, Backend & SDK Experience (Month 2-4)

Deliverables
  • Frontend borrower and lender flows wired to the new contracts:
    • Borrowers: create loan requests, attach revenue evidence, accept offers, manage repayments.
    • Lenders: discover opportunities, submit offers, and monitor portfolios.
  • TypeScript SDK abstractions encapsulating transaction construction and parsing of marketplace state.
  • Optional backend indexer or lightweight agents for analytics and discovery.
Success looks like: Non-technical users can complete the main borrower and lender flows against localnet with a guided, production-grade UI.

Milestone 4 - Pilot, Hardening & Documentation (Month 4-6)

Deliverables
  • Pilot program with a small set of real borrowers and lenders in a controlled environment (localnet or testnet).
  • Additional test coverage, fuzzing where appropriate, and security review of the core Move modules.
  • Documentation for integrators and users, including risk disclosures and operational playbooks.
Success looks like: Several pilot loans completed from request → funding → partial repayment, with no critical security issues identified and a clear path to mainnet launch.

Other Funding & Long-Term Vision

At this time, we do not have other funding sources dedicated specifically to the Revenue Marketplace. This Ika Foundation grant would be the primary enabler for the initial build-out. After the RFP work is complete, we plan to:
  • Maintain and extend the Revenue Marketplace as a core part of the Inkwell protocol stack (alongside P2P lending and CCTP).

Growth Roadmap

Phase 0 / MVP (This Grant):
  • Launch minimal but complete marketplace using Inkwell’s existing infrastructure
  • Standardized deal templates (1.2x, 1.3x, 1.5x caps over 12-24 months)
  • Focus on verticals with easy revenue verification (on-chain protocols, subscription SaaS)
  • Clear UX for borrowers and lenders
Phase 1: Secondary Marketplace (Accredited Investors Only): Goal: Provide liquidity for lenders while maintaining Kirschner protection and zero Howey risk. Secondary trading restricted exclusively to verified accredited or qualified institutional investors. Maintains syndicated loan participation structure and avoids retail securities classification.
  • Accredited-Only Whitelist Transfer - NFT/position tokens transferable only to wallets with on-chain accreditation attestation (EAS/Verite/SBT)
  • Protocol Private Order Book - Inkwell-hosted dark pool visible only to whitelisted lenders for private bid/ask matching
  • Target liquidity providers: Crypto credit funds, DAOs, family offices seeking to exit positions without retail speculation
Phase 1+: Embedded Finance (On-Chain Revenue Only): Goal: Become the “Stripe Capital of the on-chain economy” by serving 100% on-chain revenue streams. Inkwell Embedded targets borrowers whose revenue lives fully on-chain and is publicly verifiable—a small market today ($2-4B) positioned for 50x+ growth. For integrators, the design goal is one function call – for example, Inkwell.embeddedBorrow(principal, policySetId) – that wraps the complexity of underwriting, legal agreements, and Ika dWallet policy configuration behind a simple API surface. Unique Advantages for On-Chain Revenue:
  • Public verification - Blockchain data allows instant revenue verification vs. private API connections
  • Streaming enforcement - Real-time repayments via Superfluid/Sablier achieve under 2% default rates vs. 8-15% for traditional ACH
  • Instant underwriting - On-chain oracles + IRDS enable under 3 minute approvals vs. hours/days
  • DeFi composability - Loan positions instantly usable as collateral in other protocols
  • AI agent native - Built for autonomous treasuries from day one
Target Borrower Segments:
  • Crypto Protocols - DeFi apps, L2 sequencers, perpetual DEXs ($500k-$10M advances)
  • NFT Projects & Digital Artists - Royalty recipients, creator economies ($100k-$2M advances)
  • On-Chain Creators - Content creators paid in USDC/stablecoins ($25k-$500k advances)
  • AI Agent Treasuries - Autonomous trading agents, AI platforms ($50k-$1M advances)
  • On-Chain Gaming - Fully on-chain game economies ($100k-$5M advances)

Stepping-stone launch pipeline (via Ika)

As part of the go-to-market, Inkwell is prioritizing three stepping-stone integrations reachable through the Ika ecosystem:
  1. Ika BTC Multisig Treasury – revenue-sharing or buyback programs funded via BTC treasuries.
  2. Ika-powered game economy – fully on-chain gaming environments with recurring in-game revenue.
  3. Drip-style NFT royalty markets – NFT projects and creator platforms with on-chain royalty streams.
These give the marketplace immediate, concrete reference cases across three different revenue types (treasuries, games, royalties) and a path to dozens of follow-on protocols. Growth Thesis:
  • 2025: $2-4B on-chain recurring revenue → $300M-$800M Inkwell volume potential
  • 2026: AI agent platforms, Superchain ecosystem → $15-30B market → $2-6B volume
  • 2027+: 10M+ autonomous agents, on-chain SocialFi → $100-250B market → $15-40B volume
Over time, Inkwell is building a three-layer moat around the revenue marketplace:
  1. Inkwell Revenue Durability Score (IRDS) – a macro-aware risk engine that produces a standardized score for a borrower’s revenue streams and drives guardrails on advance rates, repayment caps, and pricing bands.
  2. Ika 2PC-MPC dWallets – policy-controlled, non-custodial wallets that keep revenue on its native chain while still enforcing loan terms and repayment ordering.
  3. Cybernetic Legal Agreements – Ricardian Tripler–style templates that keep legal prose, on-chain logic, and deal parameters cryptographically linked.
Beyond the scope of this RFP, IRDS in particular will be developed as a separate R&D and IP track once the core marketplace is built and validated. We expect it to be an important long-term moat that supports institutional-grade underwriting, securitization, and VC-backed growth, without requiring us to expose the underlying modeling details publicly.

Sustainable Business Model

  • Explore additional ecosystem grants or strategic partnerships only once the core marketplace is validated, with a focus on borrower acquisition and security hardening rather than speculative token incentives.
  • Evolve toward a sustainable fee model where protocol-level fees on successfully originated loans fund ongoing development and maintenance.
  • Maintain a marketplace / infrastructure model – Inkwell never runs a lending balance sheet; Inkwell powers everyone who does.
Longer term, our vision is for the Revenue Marketplace to be the default non-dilutive credit layer for crypto-native and hybrid businesses with provable revenue, coordinated on Sui and secured by Ika dWallets, with optional multi-chain expansion once the Sui-native version is mature.

Will your project be open source?

Yes. The core protocol Move contracts and the public TypeScript SDK for the Inkwell Revenue Marketplace will be open-sourced under the same license and contribution model as other open components of the Inkwell Finance stack. The reference frontend application and operational tooling may remain closed-source while still interoperating fully with the open protocol and SDK.

Documentation & Resources

As part of our preparation for this RFP, we have developed comprehensive documentation for the Revenue Marketplace: Product Documentation: Research & Analysis:
  • Howey test compliance analysis
  • Embedded finance and secondary marketplace strategy
  • Market research on RBF 2.0 market sizing
All documentation is designed with compliance-first principles, clear user flows, and institutional-grade market analysis.

Additional Notes

Key Differentiators:
  • First revenue marketplace purpose-built for on-chain economy
  • Compliance-first design (fails Howey, passes Reves)
  • Real-time streaming enforcement (under 2% defaults vs. 8-15% traditional)
  • Instant underwriting for on-chain revenue (under 3 minutes)
  • Built for AI agents and autonomous treasuries from day one
  • Strategic positioning in small but high-growth market ($2-4B → $500B+ by 2028)