1
The investor
Subscribes to the credit-linked note through their own intermediary, by private placement, after the professional or qualified investor eligibility check.
Claim on the issuer
Private credit / Credit-linked note / Dominican Republic / USD
Zalphyx Yield Strategies 6% p.a. credit-linked note
A mortgage-lending business turned into a security. Coupons and redemption come from one place only: the repayment of the loan.
Zalphyx Yield Strategies is a US dollar credit-linked note paying a 6% per annum coupon, semi-annually, until 24 September 2029. The issue proceeds are lent to Zalphyx Giant Capital LLC, which originates first-rank USD mortgage loans in the Dominican Republic with a maximum loan-to-value of 50%. Note holders have a claim on the issuer, a protected cell of Expand3 Issuer PCC Limited: they do not own the mortgages, and receive coupons and principal only if the loan is repaid.
The coupon is not guaranteed. If the borrower fails to service the loan, coupons can stop, dates can be postponed and redemption can fall to zero. The note is not listed and liquidity may not exist at all. Capital is at risk.
6%
Annual coupon, semi-annual, USD
≤50%
Maximum loan-to-value of the mortgages
3yrs
Maturity 24 September 2029
10
Minimum notes, USD 1,000 each
Fixed 6% p.a. coupon
Semi-annual payment
First-rank mortgages
Maximum 50% LTV
Four areas, none above 40%
Maturity 2029
Unlisted
Loan and issuer credit risk
MFSA authorised AIFM
01The structure in six steps
From the note subscriber to the final loan beneficiary
Capital passes through four parties before it becomes a mortgage. Each step adds a contractual right and a distinct risk. Reading the chain in the right direction is the first way to understand what is being bought.
2
The note issuance
The note is issued by a protected cell of Expand3 Issuer PCC Limited, Guernsey, on the GenTwo AG platform, with InCore Bank AG as paying agent. The cell exists only for this issue.
6% p.a. coupon in USD
3
The private loan to the borrower
The note proceeds are granted as a private loan to Zalphyx Giant Capital LLC, a Florida company. The loan is the note's underlying: coupons and redemption depend on it being serviced.
Capital in motion
4
Local operations
Zalphyx Giant Capital LLC operates through a branch registered with the Santo Domingo Chamber of Commerce, in the Dominican Republic.
Dominican branch
5
Loan origination
The branch originates and disburses private USD mortgage loans, secured by a first-ranking mortgage on Dominican real estate, with a maximum 50% loan-to-value, after appraisal and legal verification.
Maximum 50% LTV
6
The loan beneficiary
The final borrower receives the financing against the real estate collateral and pays interest and principal to the branch. The mortgage secures this loan, not the note.
Collateral downstream
The repayment flow travels back along the same chain
- The final borrower repays interest and principal to the Dominican branch of Zalphyx Giant Capital LLC.
- The borrower services the private loan owed to the issuer.
- The issuer, through the paying agent InCore Bank AG, pays the coupons and, at maturity, the redemption to the note holders.
- If one link breaks, the note has no other source of payment: the collateral is not a direct guarantee to the holder.
02The underlying loans
How the lending framework is built
The term sheet sets the perimeter: first-rank USD mortgages, maximum 50% LTV, four geographic areas and none above 40% of exposure. The June 2026 investor presentation describes how the borrower intends to operate inside that perimeter. The two levels should be kept apart: the first is a constraint, the second an intention.
Capital flow
Investor capital is on-lent as fixed-rate, first-rank mortgage loans to pre-screened Dominican borrowers at a maximum 50% loan-to-value. Each loan is supported by an independent appraisal and legal verification.
Interest spread
According to the presentation, the loans earn 12% gross while the note coupon is 6%: the 600 basis points in between cover operating costs and build a prudential liquidity buffer. It is an expected margin, not a contractual one for the note holder.
Collateral and enforcement
A first-ranking registered mortgage on every loan. The presentation states that Dominican Law 189-11 allows practical possession of the property within 3 to 6 months of default, with the title frozen from the moment of seizure. Actual timing and costs depend on the individual case.
Asset-liability match
Three-year bullet loans, co-terminus with the note. The stated aim is to avoid the borrower having to refinance the portfolio at maturity in order to repay the note.
Four areas, one concentration rule
Target allocation of the mortgage portfolio according to the June 2026 presentation. The term sheet binds: no single area above 40% of total exposure.
Santo Domingo35%
Cap Cana30%
Punta Cana20%
Las Terrenas15%
Santo Domingo: capital, commercial and residential property. Cap Cana: premium resort real estate. Punta Cana: tourism and rental assets. Las Terrenas: coastal foreign-owner market. The presentation also indicates an approximate 10% cap per borrower.
Interest coverage scenarios
Scenario analysis from the June 2026 presentation: ratio of gross interest collected on the loans to the coupon due on the note, at different default rates. It is the borrower's exercise, not a guarantee or a forecast.
2.0×Base case, 0% defaults
1.3×Severe scenario, 35% defaults
>50%Property decline needed, according to the presentation, before principal is impaired at 50% LTV
A fall in property values, longer than expected enforcement, legal costs and a forced sale below appraisal can reduce recovery well below the appraised value. The historical default rate below 3% per annum quoted in the presentation is provided by the borrower and has not been independently verified.
03Coupons and scenarios
Seven payment dates, three events that can change them
The 6% per annum coupon accrues from the later of the issue date and the date on which the loan is disbursed to the borrower, and is paid in two semi-annual instalments on a 30/360 basis; the first and last instalments are calculated pro rata. The coupon goes to whoever holds the note on the ex-date, five business days before payment.
24 Sep 2026First payment date, valuation 17 Sep 2026
24 Mar 2027Valuation 17 Mar 2027
24 Sep 2027Valuation 17 Sep 2027
24 Mar 2028Valuation 17 Mar 2028
24 Sep 2028Valuation 17 Sep 2028
24 Mar 2029Valuation 17 Mar 2029
24 Sep 2029Final coupon and redemption at maturity
Dates as expected in the term sheet of 26 August 2026, subject to the Guernsey and Switzerland business day convention. The first payment date falls eight days after the 16 September 2026 issue: the related coupon, if due, is calculated pro rata on the actual days.
What happens if
The issuer redeems early
The issuer may redeem the note, in whole or in part, at any time at its discretion, with ten business days' notice. Redemption is at 100% of the denomination plus accrued coupon; after a full redemption no further coupons are due. The investor loses the expected return on the remaining period.
The borrower fails to pay: credit event
If Zalphyx Giant Capital LLC fails to meet its loan obligations, the issuer may postpone the payment dates and the maturity by a year or for as long as recovery requires, suspend coupons, deduct enforcement costs and reduce the redemption amount to whatever is actually recovered, down to zero. It may also dispose of the loan and wind the note up with the net proceeds.
The issuer terminates the note
The issuer may terminate the note at any time without a specific reason. The termination amount can be considerably lower than the issue price or the last valuation, down to zero, depending on market conditions and on the loan.
Ordinary redemption. If none of these events occurs, at maturity on 24 September 2029 the note redeems 100% of the denomination. Issuer, calculation agent and paying agent are not liable to holders for losses arising from negative performance of the note or from actions and inactions following a credit event.
04Subscription and availability
Where the issue stands today
Initial period
Subscription closed on 9 September 2026
The term sheet of 26 August 2026 sets the end of the subscription period on 9 September 2026 and the issue on 16 September 2026, for USD 5,000,000 in 5,000 notes of USD 1,000. Issue price 100% of the denomination plus a distribution fee of up to 2.00%.
Reopening clause
New subscriptions: check with FRAMONT
The issue carries a reopening clause, which allows the issuer to place further notes after the initial period has closed. This page does not state that a reopening is under way: the availability, terms and timing of a new subscription must be checked with FRAMONT before any decision.
Secondary market
Best effort, through the paying agent
The note is not listed. Buy and sell orders are received by InCore Bank AG before 16:30 and processed on a best-effort basis, with a 1.00% bid-offer spread under normal conditions; acceptance is not guaranteed and depends on available liquidity, which may not exist at all. The distribution fee may apply to purchases.
Cash settlement, dirty pricing, common depository SIX SIS AG. Investor notices and adjustments to the terms are published by the issuer under the "Product history" of the GenTwo platform.
05Who does what
Five parties, none of which guarantees the others
01
Issuer and calculation agent: Expand3 Issuer PCC Limited
Guernsey protected cell company, registration no. 75961, incorporated on 19 June 2025. Cell CH1518693374 was created for this note; under Guernsey law the assets and liabilities of each cell are separate from the others. It is not licensed by the Guernsey Financial Services Commission and the note is not a collective investment scheme.
02
Platform: GenTwo AG, Switzerland
Securitisation platform that structures the issue and publishes investor notices. In Switzerland the note is a structured product, not subject to the Collective Investment Schemes Act or to FINMA supervision.
03
Paying agent: InCore Bank AG, Switzerland
Receives orders, settles coupons and redemptions and runs the best-effort secondary market. Common depository SIX SIS AG, clearing ICB CH103283.
04
Borrower: Zalphyx Giant Capital LLC
Florida limited liability company, Naples, with a branch registered with the Santo Domingo Chamber of Commerce. Receives the private loan and originates the mortgage loans. Its default is the note's credit event.
05
Manager and distributor: FRAMONT & Partners Management Ltd
MFSA authorised AIFM in Malta. Structures the transaction, handles investor onboarding and eligibility checks and supports investors through subscription. According to the presentation, FRAMONT's principals co-invest their own capital in the transaction. FRAMONT does not guarantee the obligations of the issuer or of the borrower.
06
Legal counsel in the Dominican Republic
The presentation names ISLAW Abogados, William Matías Ramírez, as the reference law firm for mortgages and enforcement proceedings in the country.
General terms of the note
| Total amount | USD 5,000,000, 5,000 notes with reopening clause |
| Denomination | USD 1,000 |
| Issue price | 100% of the denomination plus a distribution fee of up to 2.00% |
| Issue date | 16 September 2026 |
| Maturity | 24 September 2029, subject to early redemption, credit event or termination |
| Minimum trade size | 10 notes, then multiples of 1 |
| Day count | 30/360 · Following |
| Law and jurisdiction | Swiss law, Zurich |
| Form | Intermediated securities (Bucheffekten) |
| Valoren | 151869337 |
Who it can be offered to
| Investors | Professional and qualified; institutional, family offices and qualified individuals according to the presentation |
| Method | Private placement only; public distribution is not permitted |
| Switzerland | Institutional and professional clients only under the FinSA |
| Exclusions | Russian Federation, Belarus, Canada, United Kingdom, Guernsey, United States and US persons, sanctioned persons |
| Check | FRAMONT checks eligibility, customer due diligence and applicable restrictions before any subscription |
06The market
Why the Dominican Republic, according to the borrower
The reasons below are those set out in the investor presentation. They are the loan's commercial thesis, not FRAMONT's view of the Dominican property market, and should be tested in due diligence.
Macro fundamentals
The presentation describes the Dominican Republic as the largest Caribbean economy, with GDP of around USD 128 billion growing 5% in 2024, IMF projections of 4.5 to 5% for 2026, inflation near 3.8%, more than 10 million tourists a year and no restrictions on capital repatriation.
A structural credit gap
Foreign nationals, non-residents and highly leveraged entrepreneurs remain excluded from local bank credit regardless of asset quality. The borrower states it closes in days rather than months: hence the 12% gross rate on the loans.
A creditor-friendly framework
The Dominican Torrens-style title system offers, according to the presentation, secure and transparent ownership titles; Law 189-11 would allow practical possession of the property within 3 to 6 months, with the title frozen from seizure. How well these tools work in practice depends on the courts and on the individual case.
07Documentation
Everything binding comes from FRAMONT
This page is a marketing communication. It does not replace the term sheet and is not an offer to subscribe.
Binding document
Term sheet
Note terms, parties, coupon mechanics, credit and termination events, secondary market, selling restrictions, risks and borrower description. Version of 26 August 2026, marked as a draft by the issuer; the current version is provided by FRAMONT.
Open the term sheet (PDF)On request
Investor presentation
The lending framework, the interest coverage scenarios, the allocation by area and the borrower information are in the confidential June 2026 presentation, provided by FRAMONT to professional and qualified investors.
Request from FRAMONTSubscription
Eligibility, KYC and AML
Professional or qualified investor eligibility check, customer due diligence, confirmation of note availability and subscription instructions through the paying agent.
Contact FRAMONTOfficial source. For the current term sheet, the presentation, availability and subscription details, contact FRAMONT & Partners Management Ltd at gianluigi.montagner@framontmanagement.com. Investor notices and adjustments to the note terms are published by the issuer under the "Product history" of the GenTwo platform. FRAMONT & Partners Management Ltd is authorised and regulated by the Malta Financial Services Authority.
08Risk disclosure
Read these before you go further
A summary of the principal risks, not a complete list. The term sheet contains the full disclosure. Risks and benefits are given equal prominence on this page.
R1Credit risk of the underlying loan
Coupons and redemption depend on Zalphyx Giant Capital LLC servicing the loan. Its default is the credit event: coupons can stop, dates can be postponed and redemption can fall to zero.
R2Issuer risk
The note is a claim on a protected cell of Expand3 Issuer PCC Limited, which is not licensed by the GFSC. It is not a collective investment scheme, is not subject to FINMA supervision and does not benefit from its protections.
R3No capital protection, coupon not guaranteed
The 6% coupon is paid only as long as no credit event, termination or early redemption occurs. In the worst case the holder can lose the entire investment.
R4The collateral is not the holder's
The mortgages secure the loans made by the borrower, not the note. The holder has no direct right over the properties: recovery goes through the borrower's enforcement and the servicing of the loan owed to the issuer.
R5Enforcement, valuation and property market
Longer than expected court timing, legal costs, stale appraisals and forced sales below appraised value can reduce recovery even at 50% LTV. The Dominican property market, especially the resort segment, can fall quickly.
R6Concentration
One borrower, one country, one sector. Diversification across four areas and the 40% cap per area reduce geographic concentration, not counterparty concentration.
R7Liquidity
The note is not listed. The secondary market is best effort through the paying agent, with a 1% spread under normal conditions; acceptance of orders is not guaranteed and the liquidity of the note and of the underlying may not exist at all for the entire term.
R8Currency risk
The note, the coupons and the loans are in US dollars. A euro investor bears currency risk on coupons and principal, which can wipe out the coupon return.
R9Early redemption and reinvestment
The issuer may redeem the note at any time at par plus accrued coupon. The holder loses the expected return on the remaining period and has to reinvest at the prevailing conditions.
R10Termination
The issuer may terminate the note without a specific reason. The termination amount can be considerably lower than the issue price, down to zero.
R11Borrower-provided information
The gross loan rate, the historical default rate, the coverage scenarios and the enforcement timing are borrower statements in the presentation. They are not verified by independent third parties and do not bind the issuer.
R12Country and legal risk
The borrower is a Florida company, the loans are in the Dominican Republic, the issuer is in Guernsey and the note is governed by Swiss law. Regulatory, tax or judicial changes in any of these jurisdictions, or capital controls, can affect payments.
R13Costs
The distribution fee of up to 2.00%, secondary-market dealing charges and enforcement costs deductible after a credit event reduce the effective return relative to the nominal coupon.
R14Selling restrictions and tax
The note may not be offered in the Russian Federation, Belarus, Canada, the United Kingdom, Guernsey or the United States, nor to US persons, and in Switzerland only to institutional and professional clients. Tax treatment depends on each investor's situation, on which they should consult their own advisers.
Full risk disclosure
The list above is a non-exhaustive summary provided for information. It does not replace the risk disclosures in the term sheet, which should be read in full before any decision. If you are uncertain, consult a licensed independent financial adviser. FRAMONT & Partners Management Ltd does not provide personal investment advice. A fixed coupon is not a guaranteed return: it depends on the repayment of a private loan. Capital is at risk.
09Common questions
Questions investors ask about this note
What is Zalphyx Yield Strategies?
It is a 6% per annum USD credit-linked note (CLN), ISIN CH1518693374, issued through a protected cell of Expand3 Issuer PCC Limited, Guernsey, on the GenTwo platform. The proceeds fund a private loan to Zalphyx Giant Capital LLC, which originates first-rank mortgage loans in the Dominican Republic. Coupons and redemption depend on the loan being repaid. Unlisted, placed by private placement, reserved for professional and qualified investors. Capital is at risk.
What does a note subscriber actually own?
A claim on the issuer, not the mortgage loans. The issuer lends to the borrower, the borrower originates the mortgages and the mortgages secure those loans, not the note. The holder bears the credit risk of the underlying loan and of the issuer.
Is the 6% coupon guaranteed?
No. The coupon is paid as long as no credit event, termination or early redemption occurs. If the borrower fails to service the loan, coupons can stop, dates can be postponed and redemption can fall to zero.
Can it be subscribed now?
The subscription period stated in the term sheet of 26 August 2026 closed on 9 September 2026 and the note was issued on 16 September 2026. The issue carries a reopening clause and a best-effort secondary market through the paying agent: the availability of further subscriptions must be checked with FRAMONT.
What currency is the note in?
In US dollars, USD 1,000 per note, with a minimum of 10 notes. A euro investor bears currency risk on coupons and principal.
Who can invest?
Professional and qualified investors only, by private placement. The note may not be distributed to the public nor offered in the Russian Federation, Belarus, Canada, the United Kingdom, Guernsey or the United States, or to US persons. FRAMONT verifies eligibility before any subscription.
Why is the note listed among the AMCs on Framont Access?
Because it is issued on the same securitisation platform and with the same protected-cell structure as the actively managed certificates. Economically, though, it is a fixed-coupon note linked to a loan, not a managed strategy: there is no manager buying and selling assets on the holders' behalf.
Where do I find the official documents?
The current term sheet, the presentation and subscription instructions are provided exclusively by FRAMONT & Partners Management Ltd at gianluigi.montagner@framontmanagement.com or through the form at the foot of this page.
Answers are a summary for information only, are not investment advice and do not replace the term sheet.
10The manager
FRAMONT & Partners Management Ltd
FRAMONT structures the transaction, checks investor eligibility and supports investors through subscription, inside a regulated perimeter. It does not guarantee the obligations of the issuer or of the borrower.
MFSA authorised AIFM
Authorised by the Malta Financial Services Authority as an Alternative Investment Fund Manager under the AIFMD, with full EU regulatory standing.
Structuring and distribution
FRAMONT structured the note with GenTwo and handles its private placement with professional and qualified investors, in coordination with the paying agent.
Compliance and due diligence
An independent Compliance Officer, a Risk Manager and an Investment Committee provide ongoing oversight. AML and KYC obligations, regulatory reporting and MFSA filings are handled in house.
Co-investment
According to the investor presentation, FRAMONT's principals invest their own capital in every transaction. Co-investment aligns interests but does not reduce the risks of the note.
EU investment vehicles
Beyond this note, FRAMONT operates an MFSA authorised platform for AIFs, AMCs and ETIs. More at framontmanagement.com.
The other products
The full catalogue, the product comparison, the private credit guide and the structure of each wrapper are on Framont Access.
11Contact
Request the documentation
Current term sheet, presentation, note availability and subscription instructions. The request goes directly to FRAMONT & Partners Management Ltd, which verifies professional or qualified investor eligibility before sending the documentation.
Investor enquiries
For the term sheet, the presentation, availability and subscription information. All official documents are provided exclusively through FRAMONT.
gianluigi.montagner@framontmanagement.comOffice
Dragonara Business Centre, 5th Floor
Dragonara Road, San Giljan STJ 3141
Malta
+356 20105592
What to ask in due diligence
Loan agreement between issuer and borrower, origination and appraisal policy, current mortgage book with LTVs and areas, default and recovery history with evidence, fixed costs of the structure, enforcement procedure in the Dominican Republic and how credit events are reported.
This page is a marketing communication produced by FRAMONT & Partners Management Ltd and reserved for professional and qualified investors. It is not investment advice, a solicitation or a public offer of financial instruments: the note is placed by private placement only. Coupons and redemption depend on the repayment of a private loan; the holder bears the credit risk of the loan and of the issuer. The note is not listed and liquidity may not exist. Capital is at risk. Read the term sheet before investing. FRAMONT & Partners Management Ltd is authorised and regulated by the Malta Financial Services Authority as an Alternative Investment Fund Manager.