Primary & Secondary Markets

MegaStrategy operates two markets: the Primary Bond Market for new issuance and the NFT Marketplace for secondary trading.

Primary Bond Market

The Primary Bond Market is where new bond series are issued.

What Happens at Issuance

1. Series terms are published and (for USD bonds) backstop staking opens

2. Sale sizing is finalized based on demand and backstop capacity

3. Investors subscribe by sending BTC or USDT

4. Protocol issues Note NFT + Warrant NFT to each subscriber

5. Proceeds are routed according to series policy

What Buyers Receive

Instrument	Description
Note NFT	Principal claim, settled at maturity
Warrant NFT	Option-like upside, exercised in USDT

Buyers can immediately separate these instruments—holding the Note for principal protection while selling the Warrant for liquidity, or vice versa.

USD Bond Sale Sizing

USD bond sales are gated by USDT backstop availability.

Minimum sale size: Each series defines a floor. If staked USDT cannot support this minimum, the sale does not proceed.

Maximum sale cap: Each series defines a ceiling as a risk limit. The sale cannot exceed this regardless of demand.

Final sale amount: The smaller of:

• Available staked USDT capacity

• Maximum sale cap

If under-filled: Surplus staked USDT (beyond what's needed to backstop the final sold amount) becomes immediately withdrawable pro-rata.

Proceeds Routing

BTC bonds: Subscription proceeds (BTC) flow to the treasury per series policy.

USD bonds: Subscription proceeds (USDT) are handled per series policy with the objective of growing the Treasury BTC position.

Warrant exercises: All USDT paid when warrants are exercised is credited to the series ledger and reserved for that series' obligations and staker compensation.

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NFT Marketplace (Secondary)

The NFT Marketplace is where Note and Warrant NFTs trade between users.

What Trades Here

Warrant NFTs — Expected to be the primary traded instrument. Traders value warrants for their option-like exposure to BTC upside without bond principal risk.

Note NFTs — Supported for transfers but expected to trade less actively. Note holders typically want the principal protection, not liquidity.

Core Features

Browse and filter:

• By series

• By expiry/maturity date

• By recent activity

Series dashboards show:

• Outstanding Notes and Warrants

• Series ledger balances (including warrant exercise proceeds)

• Current NAV and settlement projections

USD series dashboards also show:

• Backstop pool status

• Staked USDT total

• Required vs withdrawable amounts

• Key dates (staking close, maturity)

Marketplace Fees

Trading fees accrue to the protocol treasury. Fee rates and distribution are governance parameters.

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Market Dynamics

Why Warrants Trade Actively

Warrants have properties that attract traders:

• Leverage: Option-like exposure to BTC upside

• No principal commitment: Can speculate without buying the bond

• Price discovery: Market demand sets warrant value independent of Note value

• Exercise optionality: Hold, trade, or exercise at any time before maturity

Why Notes Trade Less

Notes have properties that favor holding:

• Principal protection: The core value proposition is maturity repayment

• Lower volatility: Value is anchored to series solvency, not BTC price

• Income focus: Holders want the repayment, not trading profits

Warrant Exercise Impact

When warrants are exercised:

1. Holder pays USDT par to the protocol

2. USDT credits the series ledger

3. Series repayment capacity increases

4. (USD series) Required backstop lock decreases

This creates a positive feedback loop: high warrant exercise strengthens the series, which can make remaining warrants more valuable.