Research summary
Dinari sells two different things under one name, and neither gives a US advisor’s client a tokenized share worth owning. The dShare tokens that trade on Arbitrum, Base, Ethereum and Plume are sold by Dinari, Inc. under its December 26, 2025 terms. Those terms rely on Regulation S: the United States is first on the list of excluded jurisdictions, and every buyer certifies it is not a US person. The terms are also plain about what the token is. The holder has no right or title to the share; it has "a claim to the value" of the share and a contractual put that makes Dinari sell the share and pay the proceeds in a dollar stablecoin. Dinari keeps title, keeps the vote, and is the holder of record. The shares sit in a Bermuda segregated accounts company; if Dinari fails, a segregated account representative sells them and pays holders out. Under the SEC staff statement of January 28, 2026, that is a synthetic tokenized security: a security the third party issues that tracks another company’s stock and "confers no rights or benefits from the issuer of the referenced security." The website says "They are stocks." The terms control. The second product is a brokerage account at Dinari Securities, LLC, an introducing broker-dealer (CRD 329672) the SEC approved on June 20, 2025, which clears through Alpaca Securities. There the client owns an ordinary security entitlement at Alpaca, covered by SIPC, and the token is a "secondary record keeping token" that mirrors the position. Dinari’s partner guide says US tokens cannot be transferred and may not be used in DeFi. The account is for one US resident, for personal, non-business use. Its audited statement shows no customer accounts at December 31, 2025 and total assets of $251,516. On chain the program is small. We read 810 dShare contracts from Dinari’s factories on four chains; at Dinari’s own quotes their supply is worth about $16 million, and two bond ETF tokens (USFR on Arbitrum, JAAA on Ethereum) make up nearly half. The published contract code checks a blacklist on every transfer that can stop an address from sending or receiving. For a US advisor’s client the answer is no. The Regulation S token is closed to US persons and carries no ownership. The US account is plain brokerage with a token that cannot move, from a firm with no operating record, and it gives a client nothing the client’s existing custodian does not.
Observable review triggers
- Dinari revises its dShares Terms and Conditions, in particular Sections 4.6, 6 or 6.8 on title, the repurchase right, or holder of record
- Dinari opens transferable dShares to US persons, or Dinari Securities lets US tokens move off its dedicated wallets
- The TransferRestrictor blacklist is used against a holder, or the restrictor, beacon implementation, or MINTER/BURNER roles change on any chain
- Dinari adds or deprecates a chain, or moves tokens between chains as it did from Blast to Arbitrum on April 20, 2026
- The Bermuda segregated accounts company, its representative, or the custodian or clearing broker (Alpaca Securities) changes
- A dShare trades more than 2% from its underlying for a full session, or a repurchase is deferred under Section 6.6
- SEC or FINRA action on synthetic tokenized securities, Dinari, Inc., or Dinari Securities, LLC
- Dinari’s terms grant dShare holders title to, or a security entitlement in, the underlying share rather than a claim to its value
- A transferable dShare class opens to US persons under a registration or exemption that admits US retail investors
- Dinari Securities, LLC publishes an operating record (customer accounts, FOCUS filings) and lets US tokens move beyond its dedicated wallets
- The published contract code or deployed dShares gain a forced transfer or burn power without the holder’s allowance
Facts on file
- Research assessment
- Adverse
- Client selection
- Not considered
- Exposure
- tokenized RWA
- Chains examined
- Arbitrum, Base, Ethereum, Plume Mainnet, Avalanche, Hyperliquid L1
- Instruments
- USFR, JAAA, MSTR, NVDA, STRC, NKE, TSLA, ASST
- Reviewed
- Next review