● Reg D 506(c) — Accredited Investors Only
YieldSwarm
Capital Structure
$1M private placement to deploy 299 Antminer Z15 Pro units through Blue Forge Advisors. Transparent mechanics, defined exit, and a PoS sunset clause that protects capital through the Zcash transition.
$1M
Total Raise
$561K
Investor Round
$438K
BF Financing
299
Total Miners
Raise Structure
$1,000,000 — Reg D 506(c) Private Placement
The raise is structured in two components: a Blue Forge Advisors equipment financing facility covering 43.9% of the total capital stack, and a $561,335 investor round for the remainder. Both components fund the same asset base — 299 Antminer Z15 Pro units.
Blue Forge Financing Component
Amount$438,665
TypeEquipment financing facility
CoverageHardware purchase + 12-mo hosting
SecurityEquipment lien (Z15 Pro fleet)
Invoice Ref#BF-2026-0515
Investor Round
Amount$561,335
StructureReg D 506(c), accredited only
Minimum$47,600 (10 miners)
Legal WrapperWyoming DUNA
AccreditationSelf-cert + KYC/AML required
Use of Funds
Capital Deployment Breakdown — $1,000,000 Total
Capital flows directly to income-producing assets. 70% deploys into hardware — the primary yield-generating layer. Security and audit spend is non-negotiable given the on-chain execution surface.
70%
Hardware Deployment
$700,000
Antminer Z15 Pro procurement + Blue Forge hosting deposit. Primary yield-generating asset.
15%
Security & Audit
$150,000
Dual smart contract audits, Immunefi bug bounty, Nexus Mutual coverage, penetration testing.
10%
Operations
$100,000
Legal & compliance, team ops, AgentSwarm OS infrastructure, grant application costs.
5%
Reserve
$50,000
Working capital buffer. Hardware repair, network downtime contingency, power cost variance.
Hardware 70%
Security 15%
Operations 10%
Reserve 5%
BCCD Token Distribution Schedule
Vesting & Distribution Timeline
BCCD tokens distributed to investors proportional to investment amount. Mining yield distributions begin Month 1 and scale with fleet deployment. Treasury and governance rights unlock progressively to incentivize long-term alignment.
| Period | BCCD Unlocked | Yield Distribution | Governance Rights | Notes |
|---|---|---|---|---|
| Month 1–3 | 25% | Monthly (prorated) | Observation only | Initial fleet deployment. 7 miners operational today, scaling to 50+ units. |
| Month 4–6 | 50% | Full monthly | Advisory vote | Mid-fleet deployment. DeFi yield layer active. BCCD staking live. |
| Month 7–12 | 75% | Full monthly | Full governance | Full fleet target (299 miners). AgentSwarm OS at full capacity. BCCD governance live. |
| Month 12+ | 100% | Full monthly | Full + treasury | Full distribution. Treasury allocation voting rights. PoS sunset monitoring begins. |
Distribution model: Monthly yield from the 60% mining rewards pool distributed pro-rata to staked BCCD holders. Distributions denominated in ZEC with optional USDC conversion via ShieldRoute agent.
PoS Sunset Clause
Zcash Proof-of-Work to Proof-of-Stake Transition Risk
Zcash has discussed a potential transition from Proof-of-Work to Proof-of-Stake. YieldSwarm's fund documents include a formal PoS Sunset Clause that defines the wind-down protocol and capital return mechanics if this transition occurs.
⚠ Trigger Conditions
- ● ZIP finalizing PoS transition reaches final comment
- ● Zcash Foundation announces hard fork date <6 months out
- ● Network mining profitability falls below 40% of baseline
✓ Wind-Down Protocol
- ● Mining ops wound down before PoS transition block
- ● Hardware offered first to existing investors at residual value
- ● Remaining hardware liquidated via Blue Forge secondary market
- ● Proceeds returned to BCCD holders pro-rata within 90 days
Hardware residual value: Antminer Z15 Pro units retain significant secondary market value regardless of coin. The same ASICs can be directed toward Equihash-compatible networks. Blue Forge Advisors maintains hardware liquidation relationships that provide floor pricing estimates for investor modeling.
Exit Mechanics
Defined Exit Timeline & Liquidity Path
YieldSwarm is not an open-ended vehicle. The fund has defined exit mechanisms and a target liquidity horizon that investors should understand before committing capital.
Primary Exit Path
Target Horizon24–36 months from first close
Liquidity MechanismBCCD secondary market + buyback
Hardware LiquidationBlue Forge secondary network
Capital ReturnPro-rata to BCCD holders
Min. Holding Period12 months (lock-up)
Hardware Residual Value
Antminer Z15 Pro
~$2,800–$3,500
Estimated 24-month secondary value per unit (Equihash market)
Full Fleet Residual (299 units)
~$837K–$1.05M
Floor scenario — actual value depends on market conditions at exit
Deployment Timeline
Milestone Roadmap
From fund close to full-fleet revenue — a 6-month sprint to capital efficiency. Each milestone is gated on the prior one. No milestone fees until miner revenue is verified.
Fund Setup & Legal
Complete
Done
Wyoming DUNA established. Reg D 506(c) filing prepared. KYC/AML workflow active. Blue Forge partnership agreement signed. 7 miners operational.
First Close
Q2 2026
Active
$561,335 investor round closes. Accreditation verification complete for all LPs. BCCD token generation event. Initial DUNA membership units issued.
Miner Deployment
Q3 2026
Upcoming
Blue Forge invoice funded. 293-unit batch procured and shipped to Pikes Peak colocation facility. AgentSwarm OS MineWatch agent begins monitoring all units.
Full Fleet Revenue
Q3–Q4 2026
Projected
All 299 miners online. ~$233K/month net yield. First BCCD distribution cycle. DeFi yield layer active. Agent Arena simulation environment launched.
Governance & Expansion
2027+
Future
Full BCCD governance live. Treasury allocation votes. New chain integrations (TAO, TON yield strategies). Agent Arena public launch. PoS sunset monitoring begins at defined trigger conditions.
Investment Terms
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Minimum Investment
$47,600
Equivalent to 10 miners at $4,760/unit. Pro-rata BCCD allocation and monthly yield distributions from Month 1.
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Accreditation Required
Reg D 506(c) offering. You must self-certify as an accredited investor and complete KYC/AML verification before receiving data room access or investing.
Complete accreditation →
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Lock-Up Period
12-month minimum holding period from first close. Secondary BCCD sales permitted after lock-up on approved venues. No penalty for holds beyond 12 months.
Explore the Full Picture
The investor data room has invoice-verified unit economics, the full grant pipeline, Colorado economic analysis, team bios, and AgentSwarm OS architecture detail. Schedule a call once you've reviewed.