Etherfuse® Operational Context: Legal and Financial Overview
How are customer assets segregated from Etherfuse®'s own assets?
Financial Assets backing Stablebonds are held with authorized Mexican financial institutions. Etherfuse® has an internal policy that requires it to distinguish between its own investments and customer funds, this is dully reflected in its financial statements. Regular attestation reports ensure transparency and accurate reserves.
As a context, on a regular basis, an independent third party to Etherfuse® issues attestation reports focused in a process that aims on verifying the accuracy and control of Etherfuse®'s reported reserves of Financial Assets that back the Stablebonds based on cryptographic proofs provided by Etherfuse® in public blockchains, the reconciliation of these proofs with Etherfuse®'s internal records, interfaces and account statements issued by financial entities in Mexico.
Who are the custodians of the Financial Assets?
The custodians of Etherfuse®'s Financial Assets include financially stable and authorized by local regulators. You can view details for each custodian on the corresponding assets page at https://app.etherfuse.com/dashboard.
What agreements protect customer ownership of assets?
With financial institutions, Etherfuse® enters brokerage agreements to manage and secure assets. For customers, the Agreement for the Provision of Services and Commercialization of Tokens outlines their ownership rights, including access to the Stablebonds and their associated claims.
As a context, with the financial institutions that are custodians of the Financial Assets, Etherfuse® enters into a brokerage agreement through which Etherfuse® grants a mandate for the performance of brokerage acts in the securities market, consisting of the execution of purchase, sale, custody, administration and deposit orders of such assets.
An Agreement for the Provision of Services and Commercialization of Tokens is entered into with the customers under which Etherfuse® provides an internet platform which it administers and allows its customers to acquire Stablebonds upon payment by the customer through USDC. The Agreement provides the customer with the right to claim: (i) the nominal value of the Financial Asset backing the Stablebond; as well as (ii) the Rewards linked to the holding of the Stablebond. The token holders are considered as owners of the Stablebonds and as such may exercise the rights of use and disposition of the Stablebonds, terms and conditions apply.
Does Etherfuse® have the ability to borrow, if so what covenants are in place to prevent creditors recourse to reserve assets?
Yes, Etherfuse® has the ability to borrow. However, to date, Etherfuse® has not entered into any agreement in this regard.
Nevertheless, if Etherfuse® becomes in general default of its obligations and is declared insolvent, its customers may:
- Exercise the action of separation of assets so that such assets will not be considered as part of the assets with which Etherfuse® will respond to its creditors.
- Appear as a Common Creditor.
Do the directors of Etherfuse® have the power to wind down the company? What structural safeguards are in place to protect stablecoin holders?
If Etherfuse® decides to dissolve, a liquidator will be appointed to manage operations, collect debts, and settle liabilities. The liquidator is responsible for making payments due to Stablebond holders, safeguarding their rights throughout the process.
As a context, pursuant to the Mexican General Corporations Law and Etherfuse®'s bylaws, the shareholders may hold an Extraordinary General Meeting to discuss and, if applicable, approve the early dissolution of the company and appoint a liquidator.
Among the functions of the liquidator are the following:
- To conclude the corporate operations that may have remained pending at the time of dissolution;
- To collect what is owed to the corporation and to pay what the corporation owes;
- To sell the assets of the corporation and apply the profits obtained from such sale to the purposes of the liquidation;
- To establish the necessary reserves to face any contingency, claim or risk of the Company;
- To prepare a balance sheet of the Company's assets and liabilities and to pay what the Company owes;
- Draw up a balance sheet indicating the share of each partner in the corporate assets, which must be published in the Public Registry of Commerce through the Integral System of Registry Management 2.0 administered by the Ministry of Economy for publicity purposes before third parties;
- To cancel its registration before the Federal Taxpayers Registry;
- To liquidate to each partner its corporate assets;
- Obtain from the Public Registry of Commerce the cancellation of the mercantile folio and where the balance approved by the shareholders will be deposited.
Based on the foregoing, the rights of the holders of the Stablebonds are protected by the obligation of the liquidator to conclude the operations, make the payments due by Etherfuse® and maintain reserves.
How does Etherfuse ensure asset protection and bankruptcy remoteness?
Etherfuse protects customer assets through a multi-layered legal framework spanning Mexican and Swiss law, contractual safeguards, and operational controls.
Under the Agreement for the Provision of Services and Commercialization of Tokens, customer funds are received by Etherfuse “in administration” — not as Etherfuse's property. This distinction is critical: under Articles 70–72 of the Ley de Concursos Mercantiles (Mexican Bankruptcy Law), assets received in administration can be separated from a company's bankruptcy estate, even if those assets have been exchanged for other assets. This means that if Etherfuse were ever declared insolvent, customers have the legal right to exercise an action of separation of assets (acción de separación), removing their assets from Etherfuse's estate before any creditors are paid.
Article 70 of the Ley de Concursos Mercantiles establishes that identifiable assets in the merchant's possession whose ownership has not been transferred by a definitive and irrevocable legal title may be separated by their legitimate owners. Etherfuse does not take ownership of customer funds at any point — the customer agreement explicitly states there is no transfer of ownership. Etherfuse acts as a custodian under a mercantile commission (comisión mercantil) on behalf of the customer, as permitted under the Mexican Commercial Code (Código de Comercio).
Etherfuse is contractually prohibited from using customer assets or their equivalent for any purpose other than acquiring the financial assets indicated by the customer. This includes a strict prohibition on lending, crediting, or acquiring any resources other than the specified backing assets. Officers face potential criminal liability under the Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita (LFPIORPI) and applicable Mexican criminal law for violation of asset segregation policies.
Each Stablebond grants the customer an individual credit right on the nominal value of the underlying securities, as recognized under the Normas de Información Financiera (Mexican Financial Reporting Standards). These rights can be individualized through the metadata of each token, providing a clear link between the token held and the financial assets that back it — satisfying the identifiability requirement established in Article 70 of the Ley de Concursos Mercantiles.
Stablebonds are registered as ledger-based securities under Article 973d of the Swiss Code of Obligations. This provides:
- Legal certainty for on-chain transfers — transfers on the blockchain are legally valid under Swiss law without requiring paper documentation or a central securities depository.
- Custodian-level bankruptcy protection — if a custodian, exchange, or wallet provider holding Stablebond tokens becomes insolvent, the Swiss DLT Act's segregation provisions (Articles 242a–242b of the Debt Enforcement and Bankruptcy Act) allow those tokens to be reclaimed by their holders, separate from the custodian's bankruptcy estate.
- Recognized international legal framework — Swiss law is widely recognized as one of the most advanced regulatory frameworks for digital assets globally.
The financial assets backing Stablebonds are held at Category I regulated Mexican financial institutions, including BBVA México, Actinver Casa de Bolsa, and Kuspit Casa de Bolsa — all without solvency problems and not subject to special regulatory measures. Etherfuse enters brokerage agreements with these institutions for the purchase, custody, administration, and deposit of securities.
An independent third party conducts regular attestation reports, verifying that on-chain token issuance is matched by financial assets held in custody. This process reconciles cryptographic proofs on public blockchains with bank and brokerage account statements.
Even outside of bankruptcy, if Etherfuse's assets were ever judicially seized by a creditor, customers have the right to file a tercería excluyente de dominio (third-party ownership exclusion action) under the Código de Comercio (Mexican Commercial Code). This action prevents creditors from taking title to or selling customer assets until the court determines ownership — and because Etherfuse holds assets in administration rather than as property, customer assets are protected.
If Etherfuse were to voluntarily dissolve, the Ley General de Sociedades Mercantiles (Mexican General Corporations Law) requires the appointment of a liquidator with the obligation to conclude pending operations, pay all debts — including to Stablebond holders — and establish reserves for contingencies before distributing any remaining assets to shareholders.