A strategic partnership — prepared for Phanes Fund II
From Capital Formationto Digital Ownership
Stonehaven, a broker-dealer supporting deal sponsors with distribution and capital raising, working alongside the Polymath Capital Platform: raising capital, qualifying investors, keeping the offering compliant, settling subscriptions, issuing digital ownership, managing the investment lifecycle, and building toward potential future liquidity for Phanes Fund II.
STONEHAVEN
Broker-Dealer & Capital Formation
Digital Infrastructure & Tokenization
PHANES FUND II
Fund / Issuer
- Structure
- Launch
- Raise
- Settle
- Tokenize
- Manage
- Distribute
- Potential Liquidity
- Exit
From Fund → Capital Raise → Digital Ownership → Potential Liquidity
Phanes Fund II — a film investment strategy
Production
Capital funds the slate — development, production, and delivery.
Post & Delivery
Fund operations continue long after the raise closes.
Distribution
Returns flow back to investors through the ownership record.
Section 01
One partnership.A complete capital formation strategy for Phanes Fund II.
Regulated capital formation and digital securities infrastructure, delivered together.
PHANES FUND II
The Investment
STONEHAVEN
Capital Formation
POLYMATH
Digital Infrastructure
Phanes Fund II
Tokenized Capital Raise
PHANES FUND II
Fund / Issuer
Responsibilities may include
- Underlying investment strategy
- Fund economics
- Offering structure
- Management team
- Financial information
- Investment thesis
- Offering materials
- Investor reporting
- Fund operations
STONEHAVEN
Broker-Dealer — Distribution & Capital Raising
Responsibilities may include
- Issuer onboarding
- Due diligence
- Placement-agent engagement
- Investor qualification via the Polymath Capital Platform
- Offering review
- Capital formation strategy
- Investor solicitation and distribution
- Coordination with investment professionals
- Regulatory broker-dealer activities
- Closing coordination
POLYMATH
Technology & Tokenization Infrastructure
Responsibilities may include
- Branded digital offering
- Investor onboarding workflows
- Subscription workflow
- Digital ownership records
- Token creation and issuance
- Compliance and transfer controls
- Cap table / ownership administration
- Corporate actions
- Investor management
- Distribution infrastructure
- Potential secondary-market connectivity
Phanes brings the investment.Stonehaven helps bring the capital.Polymath connects and digitizes the investment lifecycle.
The complete roadmap
From fund to full investment lifecycle
Five phases carry Phanes Fund II from a structured offering to an administered digital security — with clear ownership of every step.
01
Prepare the offering
Primary — Phanes · Counsel · Stonehaven
Step 1
Define the investment
Establish
- Fund investment thesis
- Target raise
- Fund economics
- Use of proceeds
- Investment strategy
- Target investors
- Fund term
- Distribution structure
- Management structure
- Exit strategy
Step 2
Legal & securities structure
Establish
- Issuing entity
- Securities exemption(s)
- Investor eligibility
- Offering memorandum / PPM
- Subscription agreement
- Fund documents
- Risk disclosures
- Transfer restrictions
- Applicable investor representations
Important: Do not state or assume a specific securities exemption unless provided separately.
Step 3
Broker-dealer due diligence
- Issuer✓
- Management✓
- Fund Structure✓
- Financial Information✓
- Offering Documents✓
- Investment Thesis✓
- Marketing Materials✓
- Distribution Strategy✓
02
Build & launch the digital offering
Primary — Polymath + Phanes + Stonehaven
Phanes Fund II
Digital Investment Portal
Powered by Polymath
Overview
Investor dashboard
- Investment Amount
- Ownership
- Documents
- Distributions
- Transactions
- Investor Profile
Polymath transforms the offering into a digital investor experience through which eligible investors can review the opportunity, complete onboarding, execute subscription documents, fund their investment, and manage their ownership.
Capabilities
- Investor registration
- KYC/KYB workflows
- Eligibility verification
- Document delivery
- Digital subscription
- Electronic signatures
- Payment workflow
- Investor dashboard
- Ownership records
03
Raise the capital
Primary — Stonehaven + Phanes
Investor funnel
Stonehaven provides the regulated broker-dealer and capital formation layer while the Polymath infrastructure supports the digital investor journey.
From subscription to settlement
Investor
Eligible investor reviews the offering.
Subscription
Subscription documents executed digitally.
Compliance / BD approval
Eligibility and broker-dealer review.
Funds received
Capital moves through banking channels.
Settlement / escrow
Funds held and reconciled per the offering terms.
Closing confirmed
The subscription is accepted.
Ownership recorded
Legal ownership interest is recorded.
Digital security issued
Ownership is represented digitally.
The token is not issued because someone clicked “Invest.”
The investment must first move through the applicable subscription, compliance, approval, funding, and closing processes. Once the transaction is accepted and settled, digital ownership can be issued.
- Discover
- Subscribe
- Approve
- Fund
- Close
Section 02
When does tokenization actually happen?
Real investment
Legal security
Investor subscription
Compliance approval
Capital settlement
Legal ownership
Digital security
Tokenization is not the investment itself. The investor purchases an interest in Phanes Fund II pursuant to the applicable offering documents.
Once the investment is approved and settled, that ownership interest can be represented and administered digitally through Polymath.
The investment comes first.The token is the infrastructure.
04
Issue & manage digital ownership
Primary — Polymath + Phanes
- 01
Closing confirmed
- 02
Ownership recorded
- 03
Token issued
- 04
Investor dashboard updated
Digital Security
Phanes Fund II
- Investor
- Qualified Investor
- Ownership
- Digital
- Status
- Active
- Compliance
- Verified
- Transfer Status
- Restricted / Subject to Eligibility
Polymath provides infrastructure for digitally representing ownership while supporting applicable identity, eligibility, compliance, and transfer restrictions.
Section 03
The relationship doesn't end at closing.
Investor & Fund Management
Polymath infrastructure
- 01
Cap table / ownership
- 02
Investor communications
- 03
Fund reporting
- 04
Document management
- 05
Distributions
- 06
Corporate actions
- 07
Compliance
- 08
Transfer requests
- 09
Redemptions
- 10
Exit activity
Once the capital raise closes, Polymath becomes infrastructure for managing the investment throughout its lifecycle. Phanes can maintain a modern digital relationship with investors rather than relying entirely on disconnected spreadsheets, email, PDFs, and manual ownership records.
One infrastructure layerfrom first subscriptionthrough final exit.
05
Design for the full lifecycle
Traditional private-market investments can be difficult to transfer. Digital securities can be structured from inception with identity, compliance, and transferability infrastructure designed to support future permitted transfers.
Investor A — Phanes Fund II digital security
Held subject to transfer restrictions.
Transfer request
Initiated where permitted by the offering terms.
Eligibility & compliance check
Identity, eligibility, and holding periods reviewed.
Permitted secondary-market channel
Where an appropriate venue or mechanism is available.
Investor B
Eligible transferee receives the digital security.
Possible future pathways may include
- Investor-to-investor transfers
- Broker-dealer facilitated transfers
- Bulletin-board functionality
- Regulated Alternative Trading Systems
- Approved secondary trading venues
- Other compliant transfer mechanisms
Potential liquidity is not guaranteed.
Any transfer or secondary-market activity remains subject to applicable securities laws, contractual restrictions, investor eligibility, holding periods, available venues, and market demand.
Section 04
One coordinated transaction
Money and information travel on separate paths. Polymath never holds investor funds; capital moves through the fund's banking, escrow, and settlement channels.
Investors
- Eligible investors
- Participating investment professionals
Stonehaven
- Broker-dealer
- Distribution
- Capital raising
- Investor qualification
Phanes Fund II
- Investment
- Fund
- Issuer
Polymath
- Investor infrastructure
- Digital ownership
- Tokenization
- Lifecycle management
Escrow / Banking / Settlement
Money flow — Polymath does not hold investor funds
Future — Secondary-market venues
Where permitted, subject to applicable securities laws
- Capital
- Distributions
- Investor information
- Subscriptions
- Approvals
- Ownership
- Digital securities
- Transfers
Section 05
Modern infrastructure for a private fund
Digital investor experience
Create a modern, streamlined path from discovering the investment through subscription and ownership.
Streamlined administration
Reduce manual processes associated with investor onboarding, ownership records, documents, and lifecycle management.
Digital ownership
Represent investment ownership through modern digital security infrastructure.
Programmable compliance
Support investor eligibility and transfer controls within the digital asset infrastructure.
Lifecycle management
Use the same infrastructure after closing for ownership, reporting, corporate actions, distributions, and transfers.
Potential liquidity
Build the security with future compliant transferability and secondary-market connectivity in mind.
Section 06
A model built to be repeated
Phanes Fund II can establish a working model for how Stonehaven and Polymath collaborate on tokenized private-market offerings. Once the structure, settlement process, responsibilities, technology workflow, and investor experience have been established, the same framework can potentially be adapted for additional qualified Stonehaven clients.
- 01Qualified issuer
- 02Stonehaven
- 03Polymath
- 04Capital raise
- 05Digital security
- 06Lifecycle management
- 07Next offering
Stonehaven + Polymath
Digital Capital Markets Model
Build the infrastructure.Prove the model.Repeat the process.
Let's build Phanes Fund IIas a digital offering
Stonehaven, a broker-dealer supporting deal sponsors with distribution and capital raising, uses the Polymath Capital Platform to qualify investors and keep the offering compliant — so Phanes can focus on the investment while the raise, the settlement, and the ownership record are handled end to end.
From investment opportunity to digital ownership to potential liquidity.