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.
| Subsystem | Status | Detail |
|---|---|---|
| Position Registry | Implemented | CRUD, search, event history |
| Rights Engine (18 checks) | Implemented | Accreditation, KYC/AML, ITAR, CFIUS, lockup, ROFR, consent, encumbrances, PTP, solicitation, ERISA, QP, bad actor, sanctions, ITAR reverification, escrow, ICA holder count, collateral coverage |
| Settlement Bus | Implemented | Atomic position splits, transfer agreements, audit events |
| Legal Document Generation | Implemented | Operating agreement, transfer agreement, subscription agreement, consent form, opinion letter templates |
| Identity Pipeline | Implemented (sandbox) | Participant registration, KYC/AML/accreditation checks |
| Audit Hash Chain | Implemented | SHA-256 chain, SEC 17a-4 design, 14 tests |
| RBAC Middleware | Implemented | Role-based access control on all API routes |
| OpenAPI Validation | Implemented | Spec validation + TypeScript type generation |
| Transfer Agent Registration | In progress | SEC TA registration filing |
| Broker-Dealer Registration | In progress | FINRA BD registration filing |
| SDKs (TypeScript, Python) | Planned | Q3 2026 |
| Production Deployment | Planned | Q3 2026 |
For the full feature roadmap, see Roadmap.