PITCH DECK V8
Download the Deck here:PDF OTCM_Protocol_Pitch_Deck_2026.OTCM_Pitch_Deck_V8.pdf
🔷 OTCM PROTOCOL
Groovy Company, Inc. dba OTCM Protocol
NYSE: GROO | CIK: 1499275 | March 2026
"We're not disrupting functioning markets.
We're creating permanent markets where none exist."
💥 UNLOCKING $50 BILLION IN TRAPPED MICRO-CAP VALUE
CONFIDENTIAL | FOR ACCREDITED INVESTORS ONLY | REG D RULE 506(c)
⚠️ Forward-Looking Statements
This presentation contains forward-looking statements within the meaning ofSection 27Aof the Securities Act of 1933 andSection 21Eof the Securities Exchange Act of 1934. Actual results may differ materially from those expressed or implied.
Statements in this presentation include projections regarding:
🔬 ST22 Digital Securities platform development and launch timing📊 Market size, user growth, and transaction volumes⚖️ Regulatory developments underSEC Release No. 33-11412🤝 Strategic partnerships and technology integrations📈 Expected adoption rates for ST22 Digital Securities tokens
Subject to risks including: technology development · regulatory changes · market acceptance · cybersecurity · third-party dependencies
📋 Important Legal Disclaimers
🚫Not an offer to sell securities.This presentation is for informational purposes only. Any offering will be made exclusively toaccredited investorsunder Reg D Rule 506(c) via a definitive Private Placement Memorandum.
⚖️No investment advice.Nothing herein constitutes investment, legal, accounting, or tax advice. Prospective investors must conduct independent due diligence.
🌐Regulatory environment.OTCM Protocol is designed for compliance withSEC Category 1 Model Barchitecture perSEC Release No. 33-11412(March 17, 2026) and theJanuary 28, 2026 Joint Staff Statement on Tokenized Securities.
🔒Confidential.This document is proprietary to Groovy Company, Inc. dba OTCM Protocol. Do not reproduce or distribute without prior written consent.
🔴 THE PROBLEM
💀 The $50 Billion Problem Nobody's Solving
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📉 1 · Market Maker Abandonment
Market makerspermanently exitwhen daily trading volumes fall below$100K— leaving micro-cap stocks unsupported, illiquid, and forgotten.
🔒 2 · The Zero Liquidity Trap
Over5 million shareholdershold billions in shares they simplycannot sell— trapped by a total absence of market liquidity with no viable exit.
💸 3 · Prohibitive Costs
Annual market maker fees of$25K–$75Kdeter companies from maintaining liquidity — withno guaranteed resultsand no protection against abandonment.
☠️ 4 · The Death Spiral
No liquidity → investors leave → company value collapses → shareholders trapped in worthless stock.A self-reinforcing cycle with no traditional solution.
✅ Regulatory Uncertainty — Resolved
SEC Release No. 33-11412(March 17, 2026) and theJanuary 28, 2026 Joint Staff Statement on Tokenized Securitiesnow provide definitive compliance guidance.OTCM Protocol is purpose-built for it.
🟢 THE SOLUTION
🏗️ ST22 Digital Securities Infrastructure
Four pillars that replace the broken market-maker model — permanently:
💵 Pillar 1 · Permanent Liquidity Through Tokenization
🔹 Preferred "M" Series Shares are issued by the company🔹 Deposited with Empire Stock Transfer (SEC-registered custodian)🔹 Minted as ST22 Digital Securities on Solana —1:1 backing🔹 Available for 24/7 global trading —liquidity locked forever
Shareholders gainimmediate, continuous market accessbacked 1:1 by real equity — no market maker required.
🛡️ Pillar 2 · SEC-Registered Custody Partnership
Empire Stock Transfer— SEC Section 17A-registered qualified custodian andsole investor onboarding authority— holds all underlying shares permanently under SEC Category 1 Model B compliance.
Empire covers: KYC · KYB (entity investors) · AML · OFAC/SDN screening · Wallet Verification
All investors onboard via Empire's compliance dashboard — not OTCM's portal directly.
📊 Pillar 3 · Bonding Curve Price Discovery
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Automated market making via bonding curves enablesreal-time, transparent price discovery— liquidity that cannot be removed.
🌐 Pillar 4 · Global Access & Community
Access a$2 trillion+ crypto capital marketthrough the OTCM Global Unified CEDEX Liquidity Pool. Community-driven token adoption and investor engagement drive long-term liquidity depth.
🏆 6 Ways Locked Common Shareholders Win
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📊 THE OPPORTUNITY
🎯 Market Opportunity & Impact
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💹 REVENUE MODEL
📈 Revenue Projections
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💡Revenue engine:0.4% trading fees compound with volume growth across all onboarded issuers — a permanent, recurring revenue stream that scales with each new company.
✅ PROOF OF CONCEPT
🔬 $7M+ Liquidity — 3 Beta Launches Confirmed On-Chain (Dec. 2025)
💰$7,000,000+confirmed on-chain across3 beta issuer launchesin just45 days— all verified via SPL Token-2022 Transfer Hooks.
🟢 $GROO — Groovy Company, Inc. (Wyoming Corporation)
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🔵 $MSPC-FEE — Metropaces, Inc. (Florida Corporation)
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🟣 $MSPC — Metropaces Equity
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⚖️ REGULATORY ALIGNMENT
🏛️ SEC Compliance Framework
🛡️ SEC Category 1 Model B Architecture
SEC Release No. 33-11412 · March 17, 2026
✅ DLT integrated into official shareholder records✅ Empire Stock Transfer serves as Master Securityholder File✅ No Category 2 counterparty or bankruptcy risk✅ Direct issuer authorization throughout
🏦 Empire Stock Transfer — Qualified Custodian & Sole Onboarding Authority
Empire Stock Transfer(SEC Section 17A-registered · Est. 2006 · 530+ public companies · 5 continents) is thequalified custodianfor all ST22 Digital Securities under Reg D Rule 506(c), and thesole investor onboarding authorityfor the entire platform.
Investor onboarding scope (Empire only):
✅KYC— individual identity verification✅KYB— entity / business investor verification✅AML— anti-money laundering screening✅OFAC / SDN— sanctions screening✅Wallet Verification— on-chain address validation
The OTCM Portal routes all investors directly to Empire's compliance dashboard. OTCM Protocol does not perform investor onboarding independently.
📜 January 28, 2026 Joint Staff Statement on Tokenized Securities
For the first time, the SEC provideddefinitive guidancedistinguishing:
Category 1 (Issuer-Sponsored)— direct issuer authorization, SEC-registered custodian, DLT as official record ←This is OTCM ProtocolCategory 2 (Third-Party)— no issuer authorization, counterparty risk, no bankruptcy protection
⚡ 1:1 Attestation Oracle — ~400ms Cryptographic Verification
🔄 HOW IT WORKS
⚙️ The Tokenization Process — 5 Steps
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🏆 COMPETITIVE ADVANTAGES
🦁 Unfair Advantages & Moats
🥇 First Mover Advantage
OTCM Protocol is theonly micro-cap tokenization platformbuilt from the ground up forSEC Category 1 Model Bcompliance. We have direct issuer authorization and SEC-registered transfer agent custody in placetoday— eliminating counterparty and bankruptcy risks that plague Category 2 models.
🤝 Transfer Agent Partnership — Empire Stock Transfer
A long-standing operational relationship with Empire Stock Transfer provides regulatory security, full investor onboarding authority, and a depth of compliance expertise that cannot be replicated quickly by any competitor.
530+ public companies served · 5 continents · SEC-registered since 2006
🔗 Compounding Network Effects
🔹 New issuer onboards🔹 Liquidity pool deepens🔹 More traders attracted🔹 Platform value increases🔹 More issuers attracted —cycle repeats and accelerates
Unlike traditional market makers whoabandonstocks when volume falls, our bonding curve liquidity ispermanently locked— it only grows.
⚔️ Why We Win — Competitive Landscape
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Source: SEC Release No. 33-11412 (March 17, 2026) · January 28, 2026 Joint Staff Statement on Tokenized Securities
💰 THE INVESTMENT OPPORTUNITY
🎯 Why Invest Now
💵 $50B+ Total Addressable Market
The OTC micro-cap market is anuntapped $50 billion opportunitywith virtually no competition at the Category 1 Model B compliance level. Early investors enter at theinflection point— just as the SEC has removed the last major regulatory barrier to institutional adoption.
📈 Permanent Revenue Streams
Tokenization fees and 0.4% on all trading activity createsteady, predictable, compounding income— revenue that grows automatically with each new issuer and each new trade. No reliance on one-time fees.
🔗 Compounding Network Effects
Every new issuer makes the platform more valuable for all existing participants.11,000+ addressable companiesrepresent years of onboarding runway and a growing revenue base that compounds over time.
⏱️ Perfect Regulatory Timing
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The window to befirst-to-marketwith a fully compliant tokenized securities infrastructure isopen nowand won't remain open for long.
🌐 THE PLATFORM
🖥️ OTCM Protocol Ecosystem
🌐 Protocol & ICO Site — otcm.io
Main gateway for OTCM Protocol. Detailed platform information, ST22 Digital Securities participation options, and investor onboarding routing to Empire Stock Transfer's compliance dashboard.
🏢 Issuer's Gateway — otcm.me
Dedicated portal for companies to tokenize shares, manage ST22 issuance, complete Series M documentation, and initiate the Empire Stock Transfer custody agreement.
📚 Wiki Documentation — otcm.info
Comprehensive developer and user documentation — SPL Token-2022 Transfer Hook technical specs, API references, compliance guides, and full FAQs.
₿ CEDEX DEX Trading — otcm.vip
TheOTCM Global Unified CEDEX Liquidity Pool— funded by theOTCM Protocol Solana TreasuryandOTCM Staking Pool— enables decentralized 24/7 trading of tokenized OTC securities with permanent, locked liquidity.
👥 THE TEAM
🧠 OTCM Leadership
👔 Berj Abajian — Chief Executive Officer
Owner ofBergio International Inc.(publicly-traded luxury jewelry company) · 18+ years leading public company operations, capital raises, SEC compliance, and EDGAR filings. Deep OTC market expertise with a proven track record of executing in complex regulatory environments.
⚙️ Patrick Mokros — Chief Operating Officer
President ofEmpire Stock Transfer Inc.since 2006 · 530+ publicly traded companies served across five continents · Prior investment banking experience at McLaughlin Piven Vogel Securities. Patrick's dual role bridges OTCM Protocol's technology platform directly to its SEC-registered custodian, creating a uniquely integrated compliance advantage.
💻 Frank Yglesias — Chief Technology Officer
Blockchain architect with35+ years in enterprise technology· Leads development of the ST22 Digital Securities infrastructure including SPL Token-2022 Transfer Hooks and the 42-control security architecture. Board Member of Groovy Company, Inc. dba OTCM Protocol. Contact: frank@otcm.io
⚖️ Jeff Turner — Chief Legal Officer
Founder ofJDT Legal· Specializes in securities law and corporate compliance · Deep expertise in OTC Markets · Authorized to practice before the SEC. Jeff provides the legal foundation underpinning OTCM Protocol's Category 1 Model B compliance architecture.
📊 John Morgan — VP of Issuer Services
FormerFortune 100 sales executive· CEO of multiple micro-cap public companies includingZA GroupandNitches, Inc.· Drives issuer onboarding, client relationships, and the commercial expansion of the ST22 Digital Securities platform across the 11,000+ addressable company market.
🔭 THE VISION
🌅 The Future Is Tokenized
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🔹 Fully tokenized OTC markets — every illiquid micro-cap company has access to a permanent, compliant, liquid trading infrastructure.
🔹 $50 billion unlocked — 24/7 global trading of ST22 Digital Securities backed 1:1 by real equity, held in SEC-registered custody by Empire Stock Transfer.
🔹 Regulatory gold standard — SEC Release No. 33-11412 and the January 28, 2026 Joint Staff Statement establish Category 1 Model B as the benchmark. OTCM Protocol is the only platform built to that standard today.
🔹 Permanent infrastructure — empowering companies and shareholders alike with vibrant communities and continuous market access — forever, without reliance on traditional market makers.
📬 CONTACT
📞 Get In Touch
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🔷 OTCM PROTOCOL 🔷
Bringing Liquidity to Micro-Cap Markets
Confidential · For Accredited Investors Only · Reg D Rule 506(c)
"We're
