CONFIDENTIAL February 26, 2026

STELLAR MIGRATION
Executive Handover

TO: Przemek Kowalczyk, CEO
FROM: Szymon Sypniewicz
RE: Directional YES with 10-Day Validation

Executive Summary

THE DECISION: Directional YES to Stellar migration, conditional on two parallel workstreams clearing within 10 days.

THE PRODUCT ARCHITECTURE (BOTH Required):

  1. Base Layer: NIM-sharing stablecoin for ALL USD/stablecoin holdings. 4-5% automatic yield. Scales infinitely.
  2. Optional Vaults: Blend on Stellar OR Stakehouse/Morpho on Base. 6-10%+ yield for power users. Must deploy Day 1 alongside base layer—not Phase 2.

Vaults address: (a) power user differentiation, (b) Blend capacity constraints (~$10-15M before yield compression affects vault-only users). Base layer has no capacity limits.

THE CRITICAL DEPENDENCY: SDF must facilitate access to a NIM-sharing stablecoin on Stellar (any compliant option sharing 3-4%+ reserve yield with distribution partners). Without NIM facilitation, we're forced into vault-only architecture. Blend vaults compress below 3% yield at $10-15M AUM. This caps viable product scale and weakens positioning vs neobanks.

THE MATH: $5M non-dilutive grant covers 12-18 months runway. $5-20M Year 1 AUM (realistic scale). Risk-adjusted NPV +$500K to +$2M (marginally positive). Payments infrastructure wins: Pay Links (Claimable Balances), MoneyGram/SEP-24 fiat rails, Wirex cards, $0.01 gas vs $0.10-0.30 Base (90% reduction).

Two Parallel Workstreams (10 Days)

Workstream 1: Product Validation

Owner: Product/Engineering | Timeline: 10 days | Support: Szymon available for SDF/Circle intros

Objective: Identify hard blockers before committing engineering resources

Critical Questions:

  1. Circle Mint institutional access: Can SDF facilitate intro? If denied, migration is dead.
  2. NIM-sharing stablecoin: Which compliant option can SDF facilitate within 6 months? (AUSD, USDVB, other?)
  3. Card partner verification: Confirm Rain Stellar support OR alternative to Wirex.
  4. Soroban architecture: Audit Blend/Defindex implementations. Identify state archival risks.

Deliverable: Technical feasibility report with binary GO/NO-GO (Day 10).

Workstream 2: Legal & SDF Negotiation

Owner: Przemek + Legal | Timeline: 10 days | Support: Szymon available for SDF discussions

Objective: Secure NIM commitment and protect $4M development grant

Critical Questions for SDF:

  1. Will SDF facilitate a NIM-sharing stablecoin on Stellar within 6 months with written timeline?
  2. If yes, which one? (Any MiCA/GENIUS-compliant option with 3-4%+ NIM share)
  3. Will SDF protect $4M development grant as deliverable-only (NO user milestones)?
  4. Will SDF add exit clauses if NIM facilitation fails or Circle Mint access denied?

Term Sheet Requirements:

  • $4M development grant: Deliverable-based ONLY (testnet 40% / mainnet 40% / 6mo ops 20%)
  • $1M promotional budget: User-milestone-gated IF SDF insists (10k/25k/50k users)
  • Exit clauses: No-penalty termination if Circle Mint denied OR NIM facilitation fails
  • Payment: USDC or XLM with price floor ($0.15/XLM minimum)

Deliverable: Signed term sheet with commitments documented (Day 10).

Decision Gates (Day 10)

THE SWING GATE: NIM-Sharing Stablecoin Facilitation

Pass Criteria:

  • SDF commits IN WRITING to facilitate a NIM-sharing stablecoin on Stellar within 6 months
  • Must be MiCA/GENIUS-compliant with 3-4%+ NIM share for distribution partners
  • OR SDF provides $2-3M yield subsidy fund backstopping 4% APY for 24 months

If Pass: Full migration proceeds. Product architecture works: NIM base layer + optional vaults.

If Fail (3 options):

  1. Payments-only integration ($2-3M reduced grant, yield stays on Base)
  2. Vault-only product with limited capacity (revisit NIM layer in 12 months)
  3. Walk away (stay on Base)

Secondary Gates:

  • Circle Mint access: SDF facilitates intro; KYB process initiated (required for $20M+ scale)
  • Term sheet protection: $4M grant deliverable-only; exit clauses for NIM/Circle failures

Final Decision: Day 10 based on both workstreams clearing.

Key Risks & Mitigations

Risk Mitigation Owner
NIM-sharing stablecoin facilitation fails Exit clause in term sheet; fallback to payments-only or vault-only Przemek/Legal
Circle Mint access denied SDF facilitates intro pre-engineering; exit clause if denied Product/Engineering
Soroban talent recruitment fails SDF embeds 1-2 engineers for 6 months (negotiate in term sheet) Engineering lead
Rain card partner is EVM-only Verify Rain status Days 1-3; negotiate alternative from SDF Product/Engineering

TL;DR

  1. Product architecture requires BOTH layers: NIM-sharing stablecoin (base layer for all holdings) + optional vaults (Blend/Morpho for power users). Both must be deployed Day 1.
  2. Critical dependency: SDF must facilitate NIM-sharing stablecoin on Stellar. Without it, base yield layer doesn't scale, and we're limited to vault-only product.
  3. Timeline: 10 days for both workstreams. Decision on Day 10 based on NIM commitment, Circle Mint access, and term sheet protection.

Immediate Next Steps (Days 1-3)

Przemek:

  1. Accept segregated term sheet structure? ($4M deliverable-only + $1M user-gated)
  2. Define walk-away line: If SDF demands user milestones on $4M grant, do we walk?
  3. If needed: Szymon can facilitate SDF intro and present NIM-sharing stablecoin requirement

Legal:

  1. Draft exit clauses for term sheet (Circle Mint denial, NIM facilitation failure)
  2. Review segregated grant structure (deliverable vs user-milestone language)

Key Questions for SDF:

  1. "Which NIM-sharing stablecoin can you facilitate on Stellar within 6 months?"
  2. Can you facilitate Circle Mint institutional access intro?
  3. Verify Rain card partner Stellar support (or propose alternative)

Open Strategic Questions

  1. NIM-sharing stablecoin options: Which are realistic on Stellar timeline? (AUSD, USDVB, other?) - Szymon can provide assessment if needed.
  2. Payments-only fallback: If NIM fails, consider $2-3M for payments-only (Pay Links, fiat rails, cards) while keeping yield on Base.
  3. SDF negotiating leverage: Are there competing wallet projects? What's our leverage on the $5M terms?