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Introduction

What is Dark Matter

Dark Matter is programmable infrastructure for private market ownership, transfer, and lifecycle management.

The problem

Ownership in private markets runs on documents. A single secondary transfer in a Series C SPV costs $30–50K in legal fees and takes 6–8 weeks, because each transaction rebuilds ownership state from documents instead of querying a system of record.

There is no standardized registry for private ownership, no digital standard for transfer, and no programmatic lifecycle management. (Market context and positioning live in the venture overview.)

What Dark Matter does

Dark Matter extracts ownership state from documents, cap tables, side letters, and admin files into a canonical object — the DMTR Position Object — and makes ownership transitions executable.

DMTR provides:

  • DMTR Registry — authoritative record of beneficial ownership, units, and visible encumbrances
  • Rights Engine — executable transfer, consent, eligibility, and waterfall logic
  • Identity Graph — KYC, AML, accreditation, jurisdictional constraints, and participant pre-clearance
  • Workflow Surfaces — API, partner integrations, reporting, audit trail, servicing console, and intent capture

The Position Object

Every private position is a legal wrapper encoding rights, restrictions, obligations, marks, and carry. The DMTR Position Object is the canonical, machine-readable representation of that state:

{
  "entity_id": "meg-2026-047",
  "status": "active",
  "owner": "part-allocator-001",
  "asset": { "issuer": { "name": "Acme Corp DOIV LLC" }, "vehicle_class": "doiv_membership_interest" },
  "economic_rights": { "preference": "pari_passu" },
  "transfer": { "transferable": true, "restrictions": [] },
  "compliance": { "kyc_status": "cleared", "aml_status": "cleared" },
  "valuation": { "current_mark": { "value": "5000000", "currency": "USD", "as_of": "2026-03-01" } },
  "tokenization": { "status": "not_tokenized" }
}

Key shift: ownership stops being a document bundle and becomes an executable state object.

System Status

All subsystems below are implemented and tested. External production access is planned for Q3 2026.

SubsystemStatusDetail
Position RegistryImplementedCRUD, search, event history
Rights Engine (18 checks)ImplementedAccreditation, KYC/AML, ITAR, CFIUS, lockup, ROFR, consent, encumbrances, PTP, solicitation, ERISA, QP, bad actor, sanctions, ITAR reverification, escrow, ICA holder count, collateral coverage
Settlement BusImplementedAtomic position splits, transfer agreements, audit events
Legal Document GenerationImplementedOperating agreement, transfer agreement, subscription agreement, consent form, opinion letter templates
Identity PipelineImplemented (sandbox)Participant registration, KYC/AML/accreditation checks
Audit Hash ChainImplementedSHA-256 chain, SEC 17a-4 design, 14 tests
RBAC MiddlewareImplementedRole-based access control on all API routes
OpenAPI ValidationImplementedSpec validation + TypeScript type generation
Transfer Agent RegistrationIn progressSEC TA registration filing
Broker-Dealer RegistrationIn progressFINRA BD registration filing
SDKs (TypeScript, Python)PlannedQ3 2026
Production DeploymentPlannedQ3 2026

For the full feature roadmap, see Roadmap.

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Last reviewed: June 12, 2026

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