OpenDeal Broker LLC charges you a two percent (2.5%) administrative fee on the gross principal transaction with a minimum fee of $5 and a maximum of $250. The fee is added to the total amount of your investment at checkout.

Deals involving blockchain technology, crypto currencies and/or digital assets such as Security Tokens, Utility Tokens, or NFTs are extremely speculative and present additional risks and may result in total loss of invested capital. PLEASE READ AND REVIEW THOSE RISKS HERE.  

This is an offering for the right to certain defined digital assets offered by RAYLSFUSION LTD. It is not an offering for a share, membership or partnership interest in RAYLSFUSION LTD or any of its affiliates.

Deals involving crypto and/or digital assets such as NFTs are extremely speculative and present additional risks. Investor sophistication and enhanced independent reviews are highly recommended.

QRN Tokens may trade at lower prices on public token exchanges than the prices that the RLS Tokens are purchased in this Offering.

Shortly after this Offering, the Company may seek listing of the RLS Tokens on public exchanges. The RLS Tokens may trade at lower prices on those public exchanges than the prices contributors acquired them in this Offering, and Contributors would be unable to sell their RLS Tokens during the lockup and vesting periods.

This Issuer operates from a foreign jurisdiction; and therefore, many of your country's common laws may not apply or be enforceable.

Investments in private companies are particularly risky and may result in total loss of invested capital.

There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.

*Click here for important information regarding Financial Projections which are not guaranteed*

Disclosures & Disclaimers

Many banks and financial institutions face challenges accessing DeFi due to limitations in privacy, compliance, and scalability on existing blockchain infrastructure. As a result, a portion of global capital, which McKinsey estimates at over $100 trillion, and billions of users remain primarily served through traditional financial systems. 

(Disclaimer: These figures are estimates and do not guarantee future adoption or outcomes.)

Source: McKinsey Global Institute, “The Future of Capital Markets,” 2023.

By comparison, the entire DeFi market holds only $150 billion in total value locked (DeFi Llama). User adoption is just ~280 million as of September 2025(Dune).

The difference in scale is staggering: traditional finance is nearly 667 times larger than DeFi.

In our opinion, Rayls solves the core barrier that has kept an estimated $100T in institutional banks and locked in legacy rails: existing blockchains force banks to choose between privacy, compliance, or liquidity.

• Public chains offer liquidity but don’t meet regulatory or audit requirements.
  
  

• Enterprise chains provide privacy and control but remain siloed, with no access to global markets.
  
  

Rayls unites the two worlds in a single architecture:

• Institutions keep full control over privacy and compliance.
  
  

• Regulators and auditors gain the transparency they need.
  
  

• Banks can bridge into global DeFi liquidity when they choose.
  
  

For the first time, financial institutions can move capital onchain at scale without compromising privacy, control, or compliance.

• Privacy Nodes - Each institution runs a private node to issue tokens, manage accounts, and process internal transactions. Data stays inside the institution with optional auditor access.
  
  

• Private Networks - Operators (e.g., central banks, FMIs) run private networks. Institutions connect their nodes under the operator’s rules (who can join, verification, audit). Enables secure, private, compliant inter institution transactions.
  
  

• Rayls Public Chain - Privacy nodes can also connect to the Rayls Public Chain giving institutions access to global liquidity and DeFi protocols without compromising privacy or security.
  
  

• Enygma Protocol - Rayls’ privacy protocol for confidential, auditable transactions.

  • Maintains private balances and transfers using advanced cryptography.

  • Supports tokens (ERC-20, 721, 1155) and complex settlement like delivery-versus-payment.

  • Allows regulators to verify activity without exposing sensitive data.

  • Scales to 10,000+ TPS per node.

• Q4’25: Public testnet program and institutional onboarding tools.
  
  

• Q1’26: Progressive mainnet feature rollout (KYC-gate, compliance policies, liquidity primitives).
  
  

• 2026: Ecosystem integrations (custody, oracles, core DeFi), RWA modules (bonds, FX, commodities).

Rayls is already proving the impact of bringing institutional finance onchain:

• $50k+ in monthly revenue generated from private network deployments today (See here: https://pou.rayls.com/) *Disclosure: Past performance is not indicative of future results

• Núclea’s production rollout tokenizes thousands of receivables every month — unlocking liquidity and operational efficiency at scale.

• Cielo, one of Brazil’s largest payment providers, is coming into production to tokenize credit card receivables.

• The Central Bank of Brazil (Bacen) has partnered with Rayls to serve as the privacy solution for Drex, the Brazilian CBDC

• 350,000+ users on the testnet waitlist, showing demand for regulated DeFi access

Rayls’ objective is to secure a meaningful share of the 6B+ customers and $100T+ in capital in the coming years. It has already unlocked small pieces of this massive market through existing partners, positioning itself to scale rapidly as adoption accelerates.

• Central Banks & Financial Markets Infrastructure (FMIs): privacy networks, settlement, tokenized deposits/CBDC pilots.
  
  

• Tier-1 Banks: compliant access to onchain liquidity, tokenized assets, and interoperable settlement.
  
  

• Payment Infrastructure: card networks, stablecoins, processors, and exchanges seeking regulated onchain rails.

The $RLS token is the core asset of the Rayls ecosystem, powering transactions across both private institutional networks and the Rayls Public Chain.

• Validator Staking – Validators stake $RLS to secure the network and earn rewards. Rayls begins with a permissioned validator set of financial institutions, with a path toward broader decentralization.

• Transaction Fees –

  • Public Chain: Gas fees are paid in $USDr (USD stablecoin) for predictable costs, then converted into $RLS and used to settle transactions.

  • Private Chains: Transactions are gasless for end-users, but institutions pay usage-based fees in $RLS for issuance, transfers, and settlement.

• Governance – Initially managed by the Rayls Foundation, with progressive transition to a DAO.

• Ecosystem Incentives – $RLS flows back to validators, builders, and operators, aligning all stakeholders.

The Flywheel Effect
Institutional activity drives demand for $RLS → rewards flow back to validators and builders → more staking, liquidity, and adoption → reinforcing demand for $RLS.

Please Read and Review Risks Disclaimers provided in the PPM and TPA documents.

Proof of Usage
Rayls publishes usage records from institutional activity onto the public chain via PoU. The network is already generating an average of $50k+ per month from private deployments, verifiable on the PoU Dashboard

Every transaction on Rayls creates  token demand and revenue that sustains the network and company.

• Public Chain Fees – Gas is paid in $USDr, then converted into $RLS. These flows fund validators, the Foundation, and the ecosystem fund while creating ongoing market demand for $RLS.

• Private Network Fees – Institutions pay usage-based fees in $RLS for issuing assets, moving capital, and inter-bank settlement. Institutions not ready to hold tokens can pay fiat through brokers, who purchase $RLS on their behalf at a premium — incentivizing direct $RLS adoption over time.

• Revenue Distribution – All fees are split evenly:

  • 33% to Validators (security and validation)

  • 33% to the Rayls Foundation (treasury and governance)

  • 33% to the Ecosystem Development Fund (builders, operators, growth)

The Result: Rayls’ revenue model is designed as a reinforcing cycle: institutional usage generates fees, fees drive demand for $RLS, and that demand strengthens the network while funding long-term growth.

The prevailing view of market participants is that many other blockchains are causing institutions to compromise:

• Public L1s (Ethereum, Solana, etc): They unlock liquidity, but have no privacy or compliance guardrails. For banks and regulators, they are unusable at scale.

• Enterprise chains (R3 Corda, Hyperledger): They deliver privacy and control, but remain siloed, unable to access global liquidity or DeFi innovation.

Rayls eliminates this trade-off.

It is one of the only few blockchains designed from the ground up to deliver all three requirements in a single system:

• Privacy – Institutions maintain complete control of their data, with selective disclosure for regulators and auditors.

• Compliance – Every user and transaction can be KYC-verified and policy-enforced, ensuring regulator-ready infrastructure.

• Liquidity – Privacy Nodes and Networks connect seamlessly to the Rayls Public Chain, unlocking DeFi access and interoperability without ever compromising security.

By combining these three pillars in a single stack, Rayls becomes the bridge for institutions to move capital onchain — privately inside their own networks, and openly when tapping global liquidity.

• Raised: $35M+ from ParaFi, Framework, Núclea, Borderless, and strategic investors.
  
  

• Use of proceeds: public chain launch, institutional onboarding, compliance tooling, liquidity & RWA integrations, regional expansion (Korea/LatAm/EU/US).
  
  

The capital from this funding round will be used to accelerate product development, partnerships, and exchange connectivity.

• Marcos Viriato - CEO, Parfin. co-founded Parfin; 15+ yrs in fintech/markets.
  
  

• Alex Buelau - CPTO, Parfin. co-founded Parfin.
  
  

• Tom Dickens - CMO, Rayls. 15+ yrs Marketing & growth leadership across international brands, tech & web3.
  
  

• Peter Bidewell - Head of Product, Parfin. Enterprise blockchain veteran; product & GTM for B2B infra.
  
  

• Dr. Jacob Mendel - Co-CTO, Parfin. PhD, cybersecurity & distributed systems researcher.
  
  

• Jiten Varu - Head of Growth, Parfin. Partnerships, exchanges, and institutional GTM.

Rayls is the blockchain designed to onboard traditional banks, capital and customers onchain. It delivers privacy, compliance, and scale for central banks, FMIs, and Tier-1 institutions while enabling access to global DeFi liquidity through a KYC-gated public chain. Backed by $35M+ in funding, live revenue, and pilots like Brazil’s CBDC privacy layer, Rayls is positioned to become the trusted settlement layer for global finance.  

This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by OpenDealBroker LLC dba the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission and tokens issued by RAYLSFUSION LTD. RAYLSFUSION LTD shall pay to ODB (I) a cash fee the greater of (A) $12,000.00 or (B) three percent (3.0%) of the dollar value of the tokens issued to Investors pursuant to the combined proceeds of each Offering at the time of closing (the “Cash Commission”), and (II) a tokens commission equivalent to two percent (2.0%) of the dollar value of the Tokens issued to Investors pursuant to the combined proceeds of each Offering at the time of closing (as such terms are defined in the offering engagement agreement between ODB and RAYLSFUSION LTD.

 RAYLSFUSION LTD has engaged ODB to conduct an offering ("the offering") of digital assets RLS Tokens issued by  RAYLSFUSION LTD to eligible persons on the Republic platform (the "Platform"). 

The offering will be in digital assets RLS Tokens issued by  RAYLSFUSION LTD and not equity in the company  RAYLSFUSION LTD, or any other entity. 

This is a speculative, risky investment and may be illiquid or pricing may substantially fluctuate in value. You may lose money.

All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest.  Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.

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THIS OFFERING IS CONDUCTED PURSUANT TO RULE 506(C) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND IS LIMITED SOLELY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT. ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR PRESENT LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE $RLS TOKENS OFFERED HEREBY BECAUSE: (I) AN INVESTMENT IN THE RLS TOKENS INVOLVES A NUMBER OF SIGNIFICANT RISKS; AND (II) NO MARKET FOR THE RLS TOKENS CURRENTLY EXISTS, AND EVEN IF ONE WERE TO DEVELOP, THE RLS TOKENS OFFERED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AS DESCRIBED HEREIN. THIS OFFERING IS INTENDED TO BE AN OFFERING THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.

This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the $RLS Tokens, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.

In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the Token Purchase Agreement is executed and as of the date of the purchase:

(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);

(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;

(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;

(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or

(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. Neither OpenDeal Broker LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.