DIP: Expand Derive into US Regulated Markets

DIP
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DIP: Expand Derive into US Regulated Markets

Simple Summary

Authorize the Derive Foundation and its subsidiaries to explore and pursue legal and regulatory pathways for bringing Derive’s derivatives infrastructure into the United States, and to allocate limited treasury resources to the legal, regulatory, compliance, technical and implementation work required.

Abstract

Derive has built one of the most advanced onchain derivatives platforms in the market and established a leading position in crypto options.

The next major opportunity is the United States.

Derive has begun engaging with US regulators and advisers to explore how its technology can support a fully regulated US derivatives venue.

Derive’s architecture combines high-performance trading with onchain margin, clearing, settlement and risk management. Bringing that infrastructure into the US regulatory perimeter could allow Derive technology to support a much broader range of markets, participants and products over time.

This proposal authorizes the Foundation and its subsidiaries to continue and expand that work and to deploy treasury resources toward pursuing regulated expansion in the United States.

Why Now

Derivatives are among the largest financial markets in the world.

At June 2025, the global OTC derivatives market represented approximately $846 trillion in notional value outstanding, with a gross market value of approximately $22 trillion.

Activity is also enormous. OTC interest-rate derivatives alone traded at an average of approximately $7.9 trillion per day in April 2025, including around $2 trillion per day through US dealing desks.

Despite the scale of these markets, much of the infrastructure supporting regulated derivatives trading, clearing, settlement and collateral management remains built on traditional financial rails.

Derive has spent years building a different architecture: high-performance trading combined with onchain custody, settlement, programmable risk management and transparent market infrastructure.

V3 represents the next step in that development.

The Foundation believes it is now appropriate to explore how Derive’s technology can support regulated derivatives markets in the United States while the international Derive venue continues to develop as a DeFi-focused market for eligible non-US participants.

Initial engagement with US regulators and advisers has been constructive, and the Foundation believes the opportunity is significant enough to justify committing meaningful resources to this work.

Scope of Authorization

Approval of this proposal authorizes the Derive Foundation and, where appropriate, its subsidiaries to:

  1. engage with relevant US regulators, governmental bodies and other authorities;

  2. explore and pursue the registrations, approvals and other legal pathways required to establish regulated Derive market infrastructure in the United States;

  3. establish, acquire, restructure or capitalize entities where reasonably necessary to pursue those pathways;

  4. engage legal counsel, regulatory advisers, accountants, auditors, compliance providers, risk and model-validation specialists, security firms and other specialist service providers;

  5. develop the technical, compliance, surveillance, clearing, risk, custody, settlement and other systems required for a regulated US market;

  6. engage with clearing firms, intermediaries, custodians, banking and payments providers, infrastructure providers and other strategic counterparties required to evaluate and develop a regulated US market;

  7. develop appropriate intellectual-property, technology, services, cost-allocation and other intercompany arrangements relating to the use of Derive technology by any future US-regulated entities; and

  8. take other reasonable actions necessary to evaluate and pursue the US opportunity.

The Foundation is authorized to allocate limited existing treasury assets to this work.

This authority is intended to give the Foundation sufficient flexibility to engage seriously with regulators, advisers and counterparties without requiring separate governance proposals for routine legal, regulatory and implementation expenditure.

Any material capital commitment beyond this exploratory and implementation phase would be considered separately once the regulatory pathway and associated requirements are clearer.

Derive Ecosystem Alignment

Any US structure pursued under this proposal is intended to remain commercially aligned with the broader Derive ecosystem.

The Foundation will seek to preserve its ownership and stewardship of the core Derive technology and intellectual property and to ensure that any regulated US business using that technology does so under appropriate commercial arrangements.

The objective is to ensure that use of Derive technology in the United States remains commercially aligned with the broader Derive ecosystem through appropriate IP and intercompany arrangements, while preserving flexibility on the final legal and ownership structure.

What This Proposal Does Not Decide

This proposal does not commit Derive to:

  • the final corporate, ownership or intercompany structure through which the US initiative will be implemented;

  • a particular regulatory registration or approval;

  • a specific product set;

  • a specific launch date; or

  • completion of a US launch if the regulatory, legal or commercial conditions are not satisfactory.

Those decisions will be made as the regulatory pathway becomes clearer.

Authorization

Approval of this DIP:

  • endorses the Foundation’s exploration and pursuit of a US-regulated expansion strategy;

  • authorizes continued engagement with US regulators, advisers and market participants;

  • authorizes the use of existing treasury resources for the legal, regulatory, technical and implementation work described above; and

  • gives the Foundation discretion to determine how best to pursue the opportunity within the scope of this mandate and applicable law.

The goal is straightforward: continue building Derive as the leading onchain derivatives venue internationally, while creating a credible path for Derive technology to power regulated derivatives markets in the United States.

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