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Compliance & investor rights

How BaseLots plans to follow the rules.

BaseLots isn’t open for investment yet. Here’s how it will work. BaseLots is being built for everyday investors under Regulation Crowdfunding.

Regulation Crowdfunding (federal crowdfunding rules)SEC-registered investment platformIdentity-checked tokens (ERC-3643 standard)Ownership recorded on a blockchain

Your rights under Regulation Crowdfunding

Regulation Crowdfunding (Reg CF) is a federal securities law, a law that governs investments. It gives everyday investors legal rights when they invest in private offerings, meaning investments that aren’t sold on the stock market. Here’s what it will mean for you on BaseLots.

You don’t have to be wealthy to invest

BaseLots won’t require you to be an “accredited investor,” someone with $200K+ income or $1M+ net worth (what you own minus what you owe, not counting your main home). Reg CF was designed to open private investing to everyday Americans.

What this means: If you have income or savings, you’ll be able to invest in BaseLots offerings, up to yearly limits that keep your risk in line with your finances.

You can cancel up to 48 hours before the offering deadline

Changed your mind? Under Reg CF, you’ll have the right to cancel your commitment for any reason up to 48 hours before the offering deadline, with a full refund.

What this means: Your money won’t be locked up until a deal closes. The intermediary running the offering will show how to cancel while it is open.

You’ll be told about any material changes

If anything important changes about an offering (a “material change”), such as the price, structure, expected income, or deal terms, we will be legally required to tell you. You will then have 5 business days to confirm again, or your commitment is canceled and refunded.

What this means: You won’t be bound to a deal that changed after you committed. These notices will come from the intermediary running the offering.

We will file a Form C with the SEC for every offering

Before any property goes live on BaseLots, we will file a Form C with the SEC (the Securities and Exchange Commission, the federal agency that oversees investments). A Form C is a public disclosure document. It covers the property details, finances, legal structure, risks, and our team’s backgrounds.

What this means: Every BaseLots offering will have an SEC filing under Regulation Crowdfunding. Our Form C will be publicly available on SEC EDGAR, the SEC’s public online filing database, once filed.

Bad actor disqualification checks

Under Reg CF rules, BaseLots will run “bad actor” background checks on all the key people (principals) involved in an offering. Past securities violations, criminal convictions, or penalties from regulators disqualify a deal.

What this means: People involved in an offering will be checked for disqualifying securities violations, as Reg CF requires. This will be a required step, not an optional check.

Investments go through an SEC-registered intermediary

BaseLots offerings will run through an SEC-registered intermediary, a regulated investment platform registered with the SEC, as Regulation Crowdfunding requires. These platforms are overseen by regulators.

What this means: Every dollar you invest will go through a regulated platform. This is not optional; it is a Reg CF requirement.

Investment limits, explained

Reg CF caps how much you can invest each year across all crowdfunding platforms, not just BaseLots. These caps keep your risk in line with your finances. They apply to non-accredited investors. Accredited investors have no Reg CF limit.

Estimate your annual limit
Caps set by the SEC, based on your yearly income and net worth. The SEC-registered intermediary running each offering will check your limit.
Annual income$75,000
Net worth (not counting your main home)$80,000
Your estimated annual Reg CF limit
$4,000
Across all Reg CF offerings combined · counts the past 12 months

The SEC-registered intermediary running each offering will check how much room you have left before you invest. Learn how the rolling 12-month count works →

Why we use ERC-3643, not ERC-20

ERC-20 and ERC-3643 are token standards: shared rules for how a digital token works. ERC-20 is a basic token standard often used for freely traded tokens. We use a stricter standard built for regulated investments. Here’s why that matters.

Standard ERC-20 token
Standard ERC-20
✗
Anyone can receive the token regardless of identity
✗
No automatic check that buyer verified their identity
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Transfer restrictions exist only as company policy
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Token can be sent to anyone, potentially violating U.S. securities rules

Compliance you can verify, not just trust

When BaseLots says it follows the rules, we mean the smart contract (a program that runs on the blockchain) enforces those rules itself, automatically and in public view. Regulated investments require someone to be able to step in. BaseLots will be the token’s designated agent, the party allowed to act on the tokens for legal reasons. In limited cases, such as a lost wallet or a court order, BaseLots can freeze your tokens or move them to a new wallet for you. Every time this happens, it’s recorded publicly.

ERC-3643 is a token standard designed for regulated investments (securities). Before any transfer is allowed, the contract checks a built-in identity registry, a list of wallets whose owners have passed identity checks. It confirms the person receiving the token has been verified and is eligible to invest.

This matters because it makes the investor rules hard to skip by accident. A BaseLots property token cannot be sent to an unverified wallet. The rules are built into the token itself.

The plain-English version: ERC-3643 is like a check that can only be cashed by the person it was written to. An ERC-20 token is like cash – once it leaves your hand, there’s no control over where it goes.

What happens when you invest

Every BaseLots investment will follow the same process, from account creation to token in your wallet.

🪪
Step 01
Identity verification
The SEC-registered intermediary running the offering will verify your identity and run the required checks.
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Step 02
Limit check
The intermediary will check your yearly Reg CF limit before you commit.
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Step 03
Investment agreement
You will sign a legal agreement confirming your share in the company that owns the property.
🏦
Step 04
Escrow
Your money will wait in escrow, a locked bank account set up through the SEC-registered intermediary, until the offering closes.
⛓️
Step 05
Your tokens are created
Digital tokens representing your ownership will be created and delivered to your wallet.
📊
Step 06
Updates
BLOCK holders will get updates on the property and rent payments.
Your 48-hour cancel window

You can cancel your investment commitment on the intermediary’s platform up to 48 hours before the offering deadline and receive a full refund. No penalty, no paperwork. This is a federal right under Reg CF, not a BaseLots courtesy policy.

Common questions

Things investors ask before committing to a BaseLots property.

BaseLots plans to follow Regulation Crowdfunding (Reg CF), a set of SEC rules that lets everyday people invest in private offerings. Before any property goes live, we will file a public disclosure document (called a Form C) with the SEC. No Form C has been filed yet. Investments will go through an SEC-registered intermediary, a regulated investment platform.
You will need a digital wallet, an account that holds your property tokens. We plan to make setup as simple as possible, including the option to create one with just your email address. No complicated passwords or technical skills needed. You won’t need to understand blockchain. The token’s rule checks and transfer limits will happen automatically behind the scenes.
Arbitrum is a blockchain network built on top of Ethereum, a larger blockchain. It costs far less to use (pennies per transaction instead of dollars). Your legal rights as an investor come from the company that owns the property and the investment agreement you sign, not from the blockchain itself. The blockchain will be the official record of who owns what, like the public records that show who owns a home. BaseLots will be the recordkeeper, the company that keeps that record accurate. If the token’s designated agent makes a correction, such as recovering a lost wallet, that is also recorded publicly.
Each property will be held in its own separate LLC (a limited liability company, a separate legal company just for that property). That LLC exists apart from BaseLots as a company. What you would own is a share of that LLC, and your token is proof of that ownership. If BaseLots ever shut down, the LLC and your ownership would continue. The LLC’s operating agreement (its rulebook) will provide for a successor manager, a new manager who would take over.
If you are not an accredited investor, Reg CF limits how much you can put into crowdfunding across all platforms, not just BaseLots, counting the past 12 months at any time. Each offering will be conducted on the platform of an SEC-registered intermediary, which will check your investment limit before you invest.
An unencumbered property simply means one with no mortgage. Most mortgages have a clause that lets lenders demand full repayment if ownership changes hands. Moving a mortgaged property into an LLC to sell shares of it could trigger that clause. By working only with properties with no mortgage remaining after closing, BaseLots plans to avoid this risk.
Not on open exchanges (public trading sites). These tokens are securities (regulated investments), so selling them on a public exchange would violate securities law. The token itself enforces this: it can only be transferred to another verified, eligible investor. BaseLots is exploring a marketplace for verified investors, but none exists yet. After the one-year holding period, you may be able to transfer tokens to another eligible investor. Until then, plan to hold your tokens for the property’s investment term.