---
title: "tZERO Review"
url: https://altstreet.investments/platforms/reviews/tzero
kind: platform-review
updated: 2026-09-12
description: "Independent tZERO review: FINRA data shows the ATS traded $5.9M in 2025 (96% its own TZROP token) and tens of shares a week since May 2026; TZROP's dividend was never paid before its 2026 conversion; both broker-dealers hold under $650K of net capital; sixteen offerings, six unfiled."
publisher: AltStreet (https://altstreet.investments)
license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted.
---

# tZERO Review

tZERO is the oldest regulated tokenized-securities venue in the United States: a FINRA broker-dealer running an SEC-regulated alternative trading system since 2019, a special purpose broker-dealer custodian approved in 2024, a transfer agent, and a placement agent for Reg D, Reg A+ and Reg CF token offerings. AltStreet read the FINRA trade data for its ATS, the audited FOCUS reports of both broker-dealers, the April 2026 consent solicitation that converted its own TZROP token, the parent's Beyond, Inc. filings, and the offering documents behind all sixteen deals on its offerings page. Three findings frame the review. The ATS traded $28.9 million of notional in 2022 and $1.6 million in the first seven months of 2026, and after the TZROP conversion in May 2026 the whole venue trades tens to a few thousand shares a week. The TZROP token carried a contingent dividend of 10% of adjusted gross revenue, subject to a profitability condition, and a $10 redemption floor; no dividend was ever declared in eight years, and holders voted in April 2026 to exchange both rights, and continuous trading, for 3 Series B preferred plus 8 common shares per token. And the two broker-dealers that carry customer money ended 2025 with $521,737 and $635,723 of net capital, above their regulatory minimums but small in absolute terms, 40% and 74% of their revenue respectively coming from the parent's own token, and a stated economic dependence on a parent whose last public audit carried a going-concern note.

AltStreet score: 39.7 (C-), scored September 12, 2026. Method: https://altstreet.investments/platforms

| Field | Value |
| --- | --- |
| Platform | tZERO |
| What it is | Regulated Digital-Asset Securities Infrastructure: SEC-Regulated ATS + FINRA Broker-Dealer + Special Purpose Broker-Dealer Custodian + Transfer Agent + Placement Agent |
| Asset class | Tokenized Securities Infrastructure (primary issuance and secondary trading of digital asset securities: revenue-participation tokens, tokenized preferred and common stock, brand-IP tokens) |
| Website | tzero.com |
| Review first published | September 12, 2026 |
| Last updated | September 12, 2026 |
| AltStreet relationship | None: no affiliate, sponsorship or partnership |

## The short version

tZERO is the most completely licensed tokenized-securities venue AltStreet has reviewed and among the least used. Founded inside Overstock.com in 2014, deconsolidated in 2021, and part-owned by Intercontinental Exchange since 2022, it holds a FINRA broker-dealer that operates an SEC-regulated ATS, a special purpose broker-dealer custodian approved in September 2024, a transfer agent, an exempt reporting adviser and a CFTC introducing broker. FINRA's weekly data for the ATS, which tzero.com does not publish, shows notional volume falling from $28.9 million in 2022 to $5.9 million in 2025, 96% of it tZERO's own TZROP token, and $1.6 million in 2026 through early August, with the venue reporting tens to a few thousand shares a week after TZROP converted in May 2026. That conversion is the governance record: a token sold to 920 investors for $75.9 million with a contingent 10% revenue dividend and a $10 redemption floor, the dividend never declared, exchanged in April 2026 for 3 preferred plus 8 common shares per token, with Dahn Consulting separately estimating one token as equivalent to 1.13 preferred or 2.76 common. The offerings shelf tZERO fills as placement agent is sixteen cards; the filed outcomes run from $466,520 raised down to zero sold, six of the sixteen (five prior, one current) have no EDGAR filing under their card names, and every deal's financials tab says 'coming soon'. Both customer-facing broker-dealers hold under $650,000 of net capital, above their regulatory minimums but small in absolute terms, earn 40% and 74% of their revenue respectively from the parent's own token, and disclose economic dependence on a parent whose last public audit carried a going-concern note.

- **$28.9M to $1.6M** tZERO ATS notional traded per FINRA weekly data (MPID PROS): $28.9M in 2022, $9.5M in 2023, $6.0M in 2024, $5.9M in 2025, $1.6M in 2026 through the week of August 3. TZROP was 96% of 2025 notional and last traded the week of May 4, 2026.
- **0 dividends in 8 years** TZROP's contingent 10% adjusted-gross-revenue dividend was never declared, per the April 2026 consent statement. Holders approved (84.6% of votes cast, 72.2% turnout) converting each TZROP into 3 Series B preferred plus 8 common (Dahn Consulting separately estimated one TZROP as 1.13 Series B or 2.76 common), and gave up the $10 redemption floor and continuous trading.
- **$521,737 / $635,723** Net capital of tZERO Securities and tZERO Digital Asset Securities at December 31, 2025, on revenue of $418,088 and $204,121; TZROP supplied 40% and 74% of that revenue. Both audits state economic dependence on the parent for funding.
- **16 cards, 6 unfiled** Offerings on tzero.com/trade: four current (CarbonEnfo BRYTR, Kondoo Digital, KNOWPIA, C3 Bullion) and twelve prior. Six of the sixteen cards (five prior, plus current Kondoo) have no SEC filing under their names. Filed outcomes: Overstock IP token $466,520, buybuy BABY token $395,920, Aurox $327,356, Spirits Capital $0 of a $35M qualified Reg A+.
- **$800,000** The only regulatory action on record: the SEC's January 2022 order finding tZERO ATS willfully violated Regulation ATS by sharing order-book data with two third parties without timely Form ATS disclosure and lacking written fair-access standards. Cease-and-desist, censure, penalty paid; the sole BrokerCheck disclosure on CRD 123421.

Data note: FINRA OTC Transparency weekly ATS data (MPID PROS, 2022 to August 2026), X-17A-5 statements of financial condition FY2024 and FY2025 for CIK 1193821 and CIK 1909301, the TZROP Consent Solicitation Statement (April 7, 2026) and results release (April 29, 2026), Beyond, Inc. 10-K FY2022/FY2024/FY2025 and Q2 2026 10-Q with tZERO Group's Rule 3-09 audited statements, SEC File 3-20699, EDGAR filings for all sixteen listed issuers, seven offering documents ingested, a 122-page tzero.com capture and platform screenshots. September 2026.


## Key figures

| Figure | What it is | Context |
| --- | --- | --- |
| $5.9M | Notional traded on the tZERO ATS in all of 2025, 96% of it tZERO's own TZROP token | FINRA weekly ATS data, MPID PROS: $28.9M (2022), $9.5M (2023), $6.0M (2024), $1.6M (2026 through August 3) |
| 0 | TZROP dividends declared since the 2017 to 2018 offering | Contingent 10% of adjusted gross revenue; $75.9M raised from 920 investors; converted April 2026 at 3 Series B + 8 common per TZROP; Dahn equivalence 1.13 Series B or 2.76 common |
| $521,737 | tZERO Securities net capital at December 31, 2025, on $418,088 of revenue | Custodian affiliate: $635,723 net capital, $204,121 revenue, 74% from TZROP; both disclose economic dependence on the parent |
| 6 of 16 | Offering cards on tzero.com/trade with no SEC filing under the card name | Five prior (Quarter Homes, Park Street, RSRV Aspen, McNeill, Emmis Capital) plus current Kondoo; filed outcomes elsewhere run $0 to $466,520 |


## Verdict

tZERO is genuine regulated infrastructure with a decade of licenses and no market to speak of. The ATS is real and has traded since 2019; it has also lost 95% of its notional volume since 2022 and was, until May 2026, mostly a venue for tZERO's own token. The custodian is a special purpose broker-dealer approved to hold digital asset securities (one of two, by the company's account); it holds $635,723 of net capital and earns three quarters of its revenue from the parent. The placement business fills a shelf of sixteen small offerings whose filed outcomes are weak and whose platform financials read 'coming soon'. The parent has raised about $200 million, lost $29.5 million in its last public year with a going-concern note, converted its retail token into Series B preferred and common in April 2026, and is now courting ICE and a 2026 IPO. Investors should treat tZERO as plumbing: use it if an issuer you have underwritten from the filing requires it, expect no liquidity, and hold what you can outside the affiliate custodian.

**Best for**

- Accredited investors who have underwritten a specific token issuer from its own PPM and Form D and need a licensed US venue to subscribe and custody through
- Holders of tokens already on the ATS (Aspen Digital, Curzio, EnergyFunders, the Overstock and buybuy BABY brand tokens) who want the only regulated venue where those securities can trade
- Issuers weighing a compliant token raise who want a bundled placement agent, escrow, custodian, transfer agent and ATS, and can afford the fee stack
- Analysts of tokenized-securities market structure: tZERO's FINRA data and FOCUS reports are the most complete public record of a US security-token ATS

**Look elsewhere if**

- You expect to be able to sell: the venue traded $1.6 million of notional in seven months of 2026 and prints zero volume on most listings most days
- You are buying a tZERO-placed token for its contingent revenue share without reading the issuer's financials; the shelf's filed history runs from zero sold to going-concern warnings
- You assume the licenses imply balance-sheet strength; the broker-dealers hold under $650,000 of net capital each and depend on a parent that has never been profitable
- You treat the platform's deal page, its 'valuation cap' field or its 'leading ATS' language as disclosure; the filings, where they exist, are the disclosure

**Strengths**

- The regulatory stack is complete and verifiable: SEC-regulated ATS operated by a FINRA member since 2019, special purpose broker-dealer custody approved September 2024, SEC-registered transfer agent, FINRA approval for corporate debt (September 2025), CFTC introducing broker, and a documented patent portfolio licensed to ICE in August 2026
- Unusually good public financial evidence for a private infrastructure company: two audited broker-dealer FOCUS reports a year with revenue and concentration notes, FINRA weekly trade data by symbol, a 163-page consent statement, and Rule 3-09 audited parent statements through FY2023
- Fee schedules are published in full on both sides: investors pay 1% per trade (or $0.03 a share under $3), up to 7% on primary subscriptions and no account or custody fees; issuer fees appear verbatim in the PPMs and Form Cs AltStreet read
- Offering documents for closed deals stay available on the platform, which many venues do not provide, and the two Beyond, Inc. brand tokens and Aurox filed their Form C-Us with the amount raised

**Limitations**

- Secondary liquidity has collapsed: $28.9M (2022) to $5.9M (2025, 96% TZROP) to tens or hundreds of shares a week after May 2026; the screen on September 12, 2026 showed zero volume on all six visible listings with bid-ask gaps such as $1.10 against $2.40
- The TZROP record: a contingent 10% revenue dividend never declared in eight years, a $10 redemption floor and continuous trading exchanged in April 2026 for 3 Series B plus 8 common per token (Dahn: 1.13 Series B or 2.76 common equivalence), with the largest shareholder (Beyond) holding 3 million TZROP and offering the follow-on financing
- Small, dependent broker-dealers: net capital $521,737 and $635,723 at end-2025 (excess $271,737 and $385,723 over their minimums), revenue $418,088 and $204,121 with 40% and 74% from TZROP, economic dependence on the parent disclosed, a material-weakness flag on the FY2023 FOCUS filing, and a willful Regulation ATS violation settled for $800,000 in 2022
- The placement shelf is small and its filed outcomes weak: Spirits Capital's $35M qualified Reg A+ sold nothing; KNOWPIA's Form D has reported zero sold since 2023 while its PPM carries going-concern language; six of sixteen cards (five prior, one current) have no EDGAR filing under their names; every deal's Financials tab reads 'coming soon'


## What this means for your decision.

| Topic | Finding |
| --- | --- |
|  | The secondary market exists on paper and barely in practice |
|  | tZERO's own token never paid its dividend, and holders just voted away the $10 floor |
|  | The offerings shelf is thin, and the filings behind it are mostly small, unsold or silent |
|  | Your money passes through two small affiliates that depend on the parent |

tZERO has the regulatory stack its marketing describes: a decade of licenses, an SEC-regulated ATS, a special purpose broker-dealer custodian approved in 2024 (one of two in the United States, by the company's account), a transfer agent, FINRA approval to trade corporate debt, and a 2026 memorandum with Intercontinental Exchange, its largest outside investor. What it does not have is a market. The venue's own numbers, read from FINRA rather than from tzero.com, show a secondary book that has shrunk by 95% since 2022 and was almost entirely tZERO's own token until that token stopped trading in May 2026. The offerings shelf it fills as placement agent is small, and where filings exist they show zero-sale, sub-$500,000 or going-concern issuers. The one enforcement action on record, a willful Regulation ATS violation settled for $800,000 in 2022, is old and resolved; the live governance question is the April 2026 TZROP conversion, in which holders surrendered the original dividend right, the $10 redemption provision and continuous trading for 3 Series B plus 8 common shares per token; Dahn Consulting separately estimated one TZROP as equivalent to 1.13 Series B or 2.76 common. For an investor, tZERO is a set of rails, not a product: legitimate regulated rails through which to hold a position, but no guarantee of issuer quality, liquidity or custody protection, and no substitute for reading the issuer's filing.


## Who it fits

| Investor | Fit | Why |
| --- | --- | --- |
| Accredited Investors Who Have Underwritten a Specific tZERO-Placed Issuer | neutral |  |
| Existing Holders of ATS-Listed Tokens | neutral |  |
| Issuers Seeking a Compliant Token Raise | well-suited |  |
| Retail Investors Browsing for Yield or Tokenized Real Assets | poor-fit |  |
| Investors Requiring Track Records or Platform Curation | poor-fit |  |


## Questions

**What is tZERO and how does it work?**

tZERO is regulated infrastructure for tokenized securities, born inside Overstock.com in 2014 and now part-owned by Beyond, Inc. (22% direct) and Intercontinental Exchange. Its subsidiaries hold the licenses: tZERO Securities, LLC is a FINRA broker-dealer that operates an SEC-regulated alternative trading system for digital asset securities (since 2019) and acts as placement agent, broker of record and escrow agent on token offerings; tZERO Digital Asset Securities, LLC is a special purpose broker-dealer approved in September 2024 to custody digital securities; the group also runs an SEC-registered transfer agent, an issuance platform, an exempt reporting adviser and a CFTC introducing broker. Issuers pay tZERO to tokenize and sell their securities under Reg D, Reg A+ or Reg CF; investors open a brokerage account on platform.tzero.com, subscribe, hold the token at the affiliate custodian or in a permitted wallet, and can trade it on the ATS if a counterparty appears.

**Is tZERO legit and safe?**

The licenses are real and current: SEC-regulated ATS, FINRA member broker-dealer, special purpose broker-dealer custodian, SEC transfer agent, with audited annual filings for both broker-dealers. The regulatory record has one event: the SEC's January 2022 order finding tZERO ATS willfully violated Regulation ATS by sharing order-book data with two third parties without timely disclosure and lacking fair-access standards, settled for $800,000 and censure. Three cautions matter more than that history. The two broker-dealers investors deal with ended 2025 with $521,737 and $635,723 of net capital, earned 40% and 74% of their revenue from the parent's own token, and state that they depend on the parent for funding; the parent's last public audit (FY2023) carried a going-concern note. The custodian's Form CRS says SIPC protections may not apply to digital asset securities. And tZERO's own TZROP token, sold to 920 retail investors for $75.9 million, never had its contingent dividend declared and was converted in 2026 into 3 Series B plus 8 common per token, with the $10 floor and continuous trading surrendered. Legitimate, licensed, thin, and no substitute for underwriting the issuer.

**What fees does tZERO charge investors?**

Per the fee schedule effective September 4, 2026: 1% commission on each buy or sell of securities priced at $3.00 a share or more, or $0.03 a share on securities under $3.00; a non-refundable processing fee of up to 7% per primary-offering investment commitment; no account opening, maintenance, inactivity or retail custody fees; $25 for domestic wires and returned items, $50 for international wires, $5 for paper statements; debit balances at Fed Funds plus 125 basis points; ACH deposits held 15 business days before withdrawal. Issuers separately pay a placement stack (in the BRYTR PPM: 4% plus 1% of gross, $25,000 advisory, $1,000 escrow, $10,000 setup, $2,000 a month, $20 per investor, 35 basis points of custody with a $1,500 monthly minimum, $7,500 per smart contract) that comes out of the proceeds funding the business.

**Can I actually sell tokens on the tZERO ATS?**

In principle yes, in practice rarely. FINRA's weekly transparency data for the venue (MPID PROS) shows notional traded falling from $28.9 million in 2022 to $5.9 million in 2025, of which 96% was tZERO's own TZROP token. TZROP converted into ordinary stock and stopped trading in May 2026; the week after, the entire ATS reported 32 shares, and the weeks through early August 2026 ranged from 63 to 3,917 shares across five listings. On September 12, 2026 the logged-out secondary screen showed six listings with zero volume on every row and quoted gaps such as $1.10 bid against $2.40 ask on Aspen Digital. tZERO now runs semi-annual auctions for its own former token because continuous trading had no depth. Assume any tZERO-listed token is illiquid.

**What happened to the TZROP token?**

TZROP was tZERO's Series A preferred security token, sold under Rule 506(c) in 2017 and 2018: $250 million offered, $75,905,562 sold to 920 investors. It carried a noncumulative dividend of 10% of adjusted gross revenue, conditioned on GAAP net income exceeding 10% of gross profit, and a redemption right at not less than $10.00 per token. The April 2026 consent solicitation states that no dividend was ever declared. Management proposed converting each TZROP into 3 Series B preferred shares (April 7, 2026), enhanced the offer to 3 Series B plus 8 common (April 16), and published a Dahn Consulting summary putting one TZROP's fair-value equivalence at 1.13 Series B or 2.76 common. On April 29, 1,594 holders voted 15,164,076 tokens (72.2% turnout), 84.6% in favor. Holders received Series B preferred with a 1.25x preference on a $0.5497 issue price, plus common, and semi-annual ATS auctions, and gave up the $10 floor, the dividend right and continuous trading. TZROP last traded the week of May 4, 2026.

**What offerings are on tZERO right now?**

Four cards were current on September 12, 2026. CarbonEnfo's $BRYTR token (BRYTR, LLC): $4.5 million at $1.00, a 12% share of net platform revenue from a solar-credit marketplace capped at $3.00 per token, Rule 506(c), $10,000 minimum; the Form D of April 17, 2026 reports nothing sold and CarbonEnfo had no material revenue at December 31, 2025. Kondoo Digital GmbH's Amana token: 400 million gaming tokens at $1.44 to $1.56, $100,000 minimum, no equity or dividend rights, sold by a Swiss company with no Form D on EDGAR. KNOWPIA's KNOWP preferred: up to 300 million shares at $0.01, $3 million maximum, $1 million minimum extended twice to June 30, 2026, with a PPM that says the company may go out of business without the raise and a Form D showing nothing sold since December 2023. C3 Bullion's $40 million Reg A+ at $5.00, listed as inactive pending updated documents after a CEO change and a share-surrender settlement. Twelve prior cards include tZERO's own TZROP, two Beyond, Inc. brand tokens, Aurox, Spirits Capital and six deals with no SEC filing under their names.

**How much money have tZERO offerings raised?**

Outside tZERO's own TZROP ($75.9 million in 2018) and its parent's affiliates, very little that filings can verify. Commercial Strategies' Overstock IP token raised $466,520 and Zion Peaks' buybuy BABY token $395,920 in 2025; both are Beyond, Inc. subsidiaries placed by tZERO Securities. Aurox Holdings reported $327,356 of Reg CF commitments in March 2023 through tZERO Markets, an intermediary since terminated. Spirits Capital qualified a $35 million Reg A+ with tZERO ATS as escrow agent in November 2023 and reported zero shares sold on its June 2024 Form 1-Z. FINTECH.TV targeted $10,000 and filed no completion report; Invest Inc. qualified a Reg A+ in 2023 and has filed no annual report since; KNOWPIA's Form D has shown nothing sold for 33 months; BRYTR reported nothing sold at its April 2026 Form D. Quarter Homes' page shows a $147.2 million goal at 100% funded, but the same figure sits in the valuation-cap field and no Form D exists under that name, so AltStreet does not treat it as verified.

**Who owns tZERO?**

Beyond, Inc. (formerly Overstock.com, renamed on EDGAR to Bed Bath & Beyond, Inc. in 2025 and Neighborhood Intelligence, Inc. in August 2026) held 22% directly at June 30, 2026 and 38.7% combined with its indirect stake through Medici Ventures, L.P., down from 49.4% before the TZROP conversion; it carries the direct stake at $15.5 million. Intercontinental Exchange led the February 2022 Series B (about $70.6 million net raised that year, 140.9 million Series B shares) and describes itself as a significant minority shareholder; its exact stake is undisclosed. Former TZROP holders own about 30.6% on a fully diluted basis after the May 2026 conversion. Beyond offered up to $10 million of convertible notes in April 2026 and ICE announced a further investment of undisclosed size in August 2026. Alan Konevsky is CEO and chairman; Matt Mosman chaired the board at the September 2025 leadership change.

**Has tZERO been in trouble with regulators?**

Once, on the record. In January 2022 the SEC found that tZERO ATS, LLC had shared information about its order book with two third parties without making timely Form ATS disclosures and had operated without written fair-access standards when Regulation ATS required them, a willful violation of Rules 301(b)(2) and (5); the firm was censured, ordered to cease and desist, and paid $800,000. That is the only disclosure on FINRA BrokerCheck for the broker-dealer, and the reason its Form CRS answers 'Yes' to disciplinary history. The SEC's Division of Enforcement also investigated the 2017 to 2018 TZROP offering and Overstock's 2019 digital dividend from 2018 through at least 2021; Overstock disclosed the investigations through its FY2023 10-K and dropped the disclosure afterward with no order and no public closing letter. Securities class actions against Overstock over the dividend were dismissed and affirmed by the Tenth Circuit in October 2024. A patent dispute with Securitize (filed June 2026) is pending and is a commercial matter. AltStreet found no FINRA fines, state actions or customer complaints in any record it searched.

**Who should use tZERO, and who should not?**

Use it if you are an accredited investor who has already underwritten a specific tZERO-placed issuer from its PPM and EDGAR record and needs a licensed US venue to subscribe and custody through, if you already hold a token that trades nowhere else, or if you are an issuer who wants the most complete bundled compliance stack in the US market and can afford its fees. Do not use it if you expect to be able to sell (the venue trades tens to a few thousand shares a week), if you are reading 'revenue share' as income (the venue's own token paid nothing in eight years), if you treat a license as diligence (six of the sixteen deals have no SEC filing, and the current ones describe pre-revenue or going-concern businesses), or if you are uncomfortable holding assets at an affiliate custodian with $635,723 of net capital and an SIPC caveat. Tokenized Treasury and credit funds live at Securitize; conventional alt-platform plumbing lives at North Capital; tZERO is the licenses with a thin shelf behind them.


## Evidence appendix

Platform website captured September 12, 2026.

Seven primary sources. (1) FINRA OTC Transparency weekly ATS data for MPID PROS (tZERO ATS, LLC), 2022 through the week of August 3, 2026, firm-level and by symbol. (2) Audited X-17A-5 statements of financial condition: tZERO Securities, LLC FY2024 (filed March 4, 2025) and FY2025 (filed March 2, 2026), tZERO Digital Asset Securities, LLC FY2024 (March 6, 2025) and FY2025 (March 4, 2026), auditor Haynie & Co; income statements not public. (3) The TZROP Consent Solicitation Statement (April 7, 2026), conversion FAQ (April 16), Dahn Consulting summary (April 14), pro forma capitalization table, BBBY letter of intent, the April 29 results release, the May 4, 2026 stockholder notices and the March 2025 full-tokenization FAQ. (4) Beyond, Inc. 10-K FY2022, FY2024 and FY2025, the Q2 2026 10-Q, and tZERO Group's audited FY2022 and FY2023 statements filed as Rule 3-09 exhibits. (5) SEC File 3-20699 (Release 34-93938), FINRA BrokerCheck for CRD 123421, 304537 and 316189, Form ATS-N filings for CIK 1193821, In re Overstock Securities Litigation (D. Utah, Tenth Circuit) and Securitize v. tZERO (D. Del.). (6) Offering documents ingested into AltStreet's data layer: BRYTR PPM (117 pp) and white paper, KNOWPIA PPM with two amendments (56 pp), Kondoo Digital PPM (53 pp), C3 Bullion post-qualification amendment No. 4 (100 pp), Aurox Form C/A (109 pp), Commercial Strategies Form C/A (98 pp), Zion Peaks Form C (81 pp), plus every Form D, D/A, C-U, C-AR, 1-K, 1-SA, 1-U and 1-Z on EDGAR for the sixteen listed issuers and their affiliates. (7) A 122-page Firecrawl capture of tzero.com (September 12, 2026), the customer agreement, both Forms CRS and the fee schedule effective September 4, 2026, the offerings page source (sixteen cards in the React payload, four visible in the DOM), and screenshots of the logged-out secondary screen and three deal pages.

**Highlights**

- FINRA weekly ATS data, MPID PROS, firm-level: 2022 4,764,148 shares / 33,429 trades / $28,938,866 · 2023 3,306,456 / 11,065 / $9,450,255 · 2024 2,530,400 / 7,136 / $5,982,150 · 2025 1,886,624 / 6,891 / $5,851,828 · 2026 through August 3: 917,009 / 2,605 / $1,605,480. TZROP: 2025 1,635,266 shares / $5,608,845 (96% of notional); 2026 782,782 / $1,516,476, last week May 4, 2026. Other 2025 symbols: XYLB $71,301, ASPD $126,646, CURZ $23,446, ENFD $21,594. Week of May 11, 2026: 32 shares, 7 trades, $20.40. Weeks May 25 to August 3, 2026: 63 to 3,917 shares; OTKNP 5,339 shares / 210 trades / $32,583 across 2026.
- tZERO Securities X-17A-5 FY2025: net capital $521,737, excess $271,737, ratio 2.50 to 1; total assets $5,307,173; due to customers $3,407,563; member's equity $671,418; revenue from contracts with customers $418,088 plus interest $202,666; commissions $133,059; concentration TZROP 40%, DASN 21%; affiliate expense share $1,486,873; 'economically dependent on the Parent for funding'; ATS symbols listed as TZROP, ASPD, CURZ, XYLB, ENFD. FY2024: net capital $1,142,541, excess $890,771, total assets $8,803,412, equity $1,207,828. FY2023 filing flagged materialWeakness=Y.
- tZERO Digital Asset Securities X-17A-5 FY2025: net capital $635,723, excess $385,723; total assets $963,881; equity $745,505; custodial services $152,010 + advisory $52,111 = $204,121; TZROP 74%, DASN 26%. FY2024: net capital $790,367, excess $540,367. FINRA approval September 12, 2024; no disclosures.
- TZROP consent solicitation: record date March 24, 2026; 243,918,748 common, 140,929,078 Series B, 21,152,297 TZROP outstanding; original proposal 3 Series B per TZROP (April 7), enhanced to 3 Series B + 8 common (April 16); Dahn Consulting: 1.13 Series B or 2.76 common fair-value equivalence; result April 29: 1,594 holders, 15,164,076 tokens voted (72.2%), 12,841,906 for (84.6%), 2,322,170 against; rights surrendered: redemption at not less than $10.00, dividend 'when and if declared' (none ever declared), continuous ATS liquidity; Series B preference 1.25x $0.5497; post-conversion TZROP holders 30.6% fully diluted (26.3% excluding Beyond); BBBY LOI up to $10,000,000 convertible notes at 80% of the qualified-financing price, $3.5M initial closing targeted Q3 2026, unfunded at June 30, 2026; Bill Fleckenstein expected to join the board for Series B.
- Beyond, Inc. filings: deconsolidation April 23, 2021 ($243.5M gain; retained interests $288.8M fair value); $15.0M into the ICE-led Series B (2022); direct ownership 28% (FY2024), 26% (FY2025), 22% (June 30, 2026); combined 49.4% to 38.7% after the conversion; carrying value $17,720K (FY2024) to $15,503K (FY2025), Level 3, term to liquidity 5.0 years; SEC-investigation risk factor present FY2021 to FY2023, absent FY2024 and FY2025. tZERO Group FY2023 audited (Rule 3-09): revenue $1,633K (FY2022 $2,488K), employee compensation $11,796K, net loss $29,484K (FY2022 $38,642K), cash $43,240K (FY2022 $58,260K), Note 16 going concern; FY2022 auditor emphasis of matter on going concern; Series B net proceeds $70,624K; 140.9M Series B shares.
- SEC File 3-20699 (January 10, 2022): tZERO ATS, LLC 'did not make timely disclosures on Form ATS before it shared information about the ATS's order book with two different third parties' and 'failed to establish written standards for granting access to the ATS'; willful violation of Rules 301(b)(2) and (5); cease-and-desist, censure, $800,000. BrokerCheck CRD 123421: one regulatory event. CRD 304537 (tZERO Markets): no events, ceased business October 31, 2023, terminated December 20, 2024. CRD 316189 (tZERO DAS): no events.
- Offerings shelf, current: BRYTR, LLC (CIK 2122407; Form D April 17, 2026: $4.5M offered, $0 sold, min $50,000 on the form vs $10,000 on the platform, $250,000 estimated commissions to tZERO Securities; PPM April 21, 2026: $1.00 tokens, 12% of net platform revenue, $3.00 cap, Cardano, K-1; CarbonEnfo FY2025 SSARS review: assets $693,617, liabilities $2,116,160, deficit $(1,422,543), net loss $598,534; Cox note $1,570,100 at 10% due Sept 6, 2027; Empower Energy Technology 63% owner controlled by CEO Mark Bell). Kondoo Digital GmbH (Zug; PPM March 9, 2026; 400M of 1B Amana tokens, $1.44 to $1.56 tiers, $100,000 min, 70M pre-issued, 5% of gross to owners, EUR 200,000 founder loan repaid; no Form D). KNOWPIA Inc. (CIK 2003048; Form D December 22, 2023: $3M offered, $0 sold, never amended; PPM August 26, 2025 with amendments January 5 and April 10, 2026 extending the close to June 30, 2026; cash $52,376.64 at March 31, 2026; unaudited non-GAAP statements: assets $1,929,353 at Sept 30, 2025, intangible $1,834,961, nine-month net loss $231,008; 18.31B shares authorized). C3 Bullion, Inc. (CIK 1981779; Reg A+ file 024-12367 qualified January 22, 2025 and PQA May 29, 2025; $40M at $5.00, $500 min; FY2024 audited net loss $821,257, cash $235,030, going concern; 1-U October 8, 2025 CEO change; 1-U August 11, 2026 surrender of 4,950,000 shares, 5,464,050 outstanding, Solomon Capital Management 64.05%; listed 'Inactive - pending updated offering documentation').
- Offerings shelf, prior, filed: Spirits Capital Corp (CIK 1881767; Reg A+ $35M at $1.75 qualified November 30, 2023, tZERO ATS escrow agent; 1-Z June 24, 2024: 0 sold, 0 net proceeds, fees $150,000, 151 record holders). Aurox Holdings Inc. (CIK 1905443; Form C January 20, 2023, C/A February 16, intermediary tZERO Markets at 1% + $40,000 + $10,000; C-U March 22, 2023: $327,356 commitments against $250,000 target / $5M max at $6.00; prior 506(b) $5M at $2.00; no C-AR). Commercial Strategies, Inc. (CIK 2061269; Form C April 24, 2025, tZERO Securities at 1% + $25,000 + $1,000; $5.00 Beyond holders / $10.00 others; C-U May 23, 2025: $466,520; C-AR FY2025 revenue $1,180,494). Zion Peaks, Inc. (CIK 2067205; Form C May 8, 2025; C-U August 8, 2025: $395,920; C-AR revenue $15,471). Digital Prime Technologies (CIK 1790567; Form Ds 2019 to 2025 all 506(b): $325,000 / 3 (2022), $1,025,000 / 3 (2023), $5,000,000 / 1 (Dec 2025); platform: $5M cap, closed August 15, 2025, $25,004 min). FINTECH.TV, PBC (CIK 1870100; Form C October 18, 2023, $10,000 target at $4.00, tZERO Securities at 3% + $15,000 + $5,000; no C-U; C-AR FY2023 revenue $137,680). Invest Inc. (CIK 1908239; Reg A+ qualified May 22, 2023; 253G2 August 2023; 1-U October 27, 2023 officer resignations; no 1-K). tZERO Group (TZROP; above).
- Offerings shelf, prior, unfiled under the card name: Quarter Homes (platform: $147.2M valuation cap and $147.2M goal at 100% funded, closed April 20, 2026, $50,000 / $1,000,000), RSRV Aspen, LLC ($16M cap, closed November 21, 2024, $25,000 / $1,600,000; distinct from Aspen Digital, Inc. CIK 1694997, Form D 2019 $125,000 / 125 investors), Park Street Development Group (Tuscany National Resort & Club, Cortona), McNeill Investment Group ($500M AUM claim), Emmis Capital. Every deal page's Financials tab: 'coming soon'.
- Investor fees (September 4, 2026): 1% per execution at or above $3.00 a share, $0.03 a share below; no other trading fees; up to 7% non-refundable processing fee per primary commitment; no account, maintenance or inactivity fees; institutional custody fee by separate agreement; debit balances Fed Funds + 125 bps; returned items and domestic wires $25, international wires $50, paper statements $5; ACH held 15 business days; no proprietary trading ('We act as an agent'); no payment-for-order-flow disclosure found; Form CRS disciplinary history: Yes (tZERO Securities), No (tZERO DAS).
- Secondary screen, September 12, 2026, 7:22 AM (logged out): ASPD 2.50 / 1.10 / 2.40 / vol 0; OTKNP 6.50 / 5.50 / 7.49 / 0; CURZ 0.75 / 0.01 / 0.75 / 0; ENFD 1.75 / 1.30 / 1.75 / 0; GLDX greyed; NXHBP 9.15 / 7.00 / 9.15 / 0; footnote: price is the later of last trade or issuer-struck NAV.
- Corporate events: SPBD approval September 10 to 12, 2024; Konevsky CEO September 4, 2025; CFTC DCO/DCM applications September 19, 2025 (undecided); FINRA corporate-debt approval September 2025; 24/7 order entry December 15, 2025; Sui integration and Siebert partnership August 2026; ICE memorandum August 31, 2026; Securitize v. tZERO (D. Del. 1:26-cv-00722) filed June 22, 2026, counterclaims July 17, 2026, pending; authorized shares to 1.1B by 90.8% written consent effective May 1, 2026.

**Primary source pages**

- https://api.finra.org/data/group/otcMarket/name/weeklySummary (FINRA OTC Transparency, MPID PROS, 2022 to August 2026)
- https://www.sec.gov/Archives/edgar/data/1193821/000119382126000004/25TSECPUB.pdf (tZERO Securities X-17A-5 FY2025)
- https://www.sec.gov/Archives/edgar/data/1909301/000190930126000004/25TDASPUB.pdf (tZERO Digital Asset Securities X-17A-5 FY2025)
- https://storage.googleapis.com/public-disclosures.tzero.com/TZROP-Consent-Solicitation-Statement.pdf (April 7, 2026, 163 pp)
- https://www.tzero.com/news/tzrop-holders-approve-conversion-amendment (April 29, 2026 results)
- https://www.sec.gov/enforcement-litigation/administrative-proceedings/34-93938-s (SEC order, January 10, 2022, File 3-20699)
- https://www.sec.gov/Archives/edgar/data/1130713/000113071326000018/bbby-20251231.htm (Beyond, Inc. 10-K FY2025)
- https://www.sec.gov/Archives/edgar/data/1130713/000113071324000085/byon-20231231exx995.htm (tZERO Group audited FY2023 statements, Rule 3-09)
- https://storage.googleapis.com/public-disclosures.tzero.com/tZERO-Securities-Customer-Agreement.pdf (customer agreement and fee schedule, September 4, 2026)
- https://www.tzero.com/trade (offerings page; sixteen cards captured from source, September 12, 2026)
- AltStreet platform database (17 deals, 14 filing snapshots, 8 ingested documents, 10 linked CIKs; verified September 2026)


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