TFIP-41 has been slightly updated relative to the forum and Snapshot versions

Summary

TFIP-41 proposes the formal reconstitution of TrueFi into Brila, a streamlined and restructured organization designed for sustainable capital deployment across three operating pillars: NFT finance, real-world asset vaults, and treasury management solutions.

This proposal outlines the transfer of all activities, including management and governance mechanisms, from the TrueFi BVI corporate structure to the Brila corporate structure in Panama. It is intended to be the final TFIP under the TrueFi banner.

Context and Recap

Over the past year, TrueFi has undergone a deliberate restructuring process. The organization has been streamlined, operational overhead has been reduced, the balance sheet has been strengthened, and governance inefficiencies have been addressed. Capital allocation has been reoriented toward productive, revenue-generating verticals.

Today, the project is anchored by three core pillars. The first is NFT finance through Cyan, which provides infrastructure enabling NFT-based financing and liquidity access. The second is real-world asset vaults, which facilitate institutional credit extension to vetted borrowers, with yield derived from interest income rather than token incentives. The third is treasury management solutions through Elara, a dollar-referenced treasury asset designed to preserve capital while generating controlled yield and serving as a base liquidity layer across the ecosystem.

These verticals represent the economic engine of the reconstituted project. The restructuring phase is complete. We’re into the execution phase now.

Why Reconstitution Is Necessary

Despite meaningful operational progress, the legacy TrueFi structure imposes structural constraints. The historical token supply creates an overhang. Governance design reflects an earlier stage of the protocol’s life. Prior loan history and reputational complexity introduce friction. Over time, these factors limit flexibility and strategic optionality.

While significant effort has gone into repairing and stabilizing the protocol, sustainable forward growth requires a clean capital structure and a refreshed governance architecture. TFIP-41 formally separates the future operating platform from the historical constraints of the prior structure.

Proposal Overview

Upon approval of this proposal, the existing TrueFi coporate structure entity will not be involved any more in the operatioanl and management activity of the Protocol. The governance forum will remain accessible for creditor-related matters, including ongoing discussions related to Archblock and similar legacy items.

Brila ecosystem will be fully operated and managed by a Panama corporate structure specially designed to oversee and manage the entire protocol (“the Brila Corproate Structure” or “BCS”). The Brilla Corporate Structure will issue the BRLA token and serve as the legal and operational steward of the ecosystem. BCS is able to govern capital allocation, treasury strategy, and execution across the three pillars, providing a clean and flexible operational base aligned with the project's long-term direction.

Token Economics: TRU and BRLA

35% of the total BRLA supply will be allocated to attract TRU holders. The remaining 65% will be allocated toward ecosystem development, operational sustainability, balance sheet strength, and strategic growth initiatives.

A dedicated portal will be available in the coming weeks, where TRU holders may deposit their TRU for a 30-DAY window (from launch). Upon deposit, holders will be entitled to mint BRLA tokens. The conversion ratio between BRLA and TRU will be determined based on the total amount of TRU deposited into the portal relative to the fixed forty percent allocation reserved for TRU holders.

This structure ensures that the full allocation reserved for TRU holders is distributed transparently and proportionally based on participation. If more TRU holders will participate in supporting the BRLA new vision, the per-TRU BRLA allocation will adjust accordingly. If fewer TRU participants, the conversion ratio will reflect that lower participation. TRU not deposited during the allocated window will not be accepted at a later stage. Detailed technical specifications and timing will be provided prior to the launch of the dedicated portal.

Economic Model and Value Accrual

Brila is structured around three operating pillars: NFT finance through Cyan, real-world asset lending through the legacy vault architecture, and treasury management solutions through Elara. Each of these verticals is designed to stand on its own economically. They are not dependent on token incentives to manufacture activity. They generate revenue through financing spreads, structured credit, and treasury yield strategies. Cyan and treasury management solutions in particular offer meaningful economic spread potential, while the lending vaults provide disciplined, interest-based yield derived from real borrowers.

The objective with BRLA is fundamentally different from earlier crypto token models. The project will not rely on emissions to incentivize activity or bootstrap artificial liquidity. There will be no programmatic inflation designed to stimulate short-term engagement at the expense of long-term dilution. Instead, the operating businesses are expected to generate revenue independently. Protocol revenues will accrue to the Foundation treasury and may be deployed by governance to support the long-term sustainability of the ecosystem, including grants, liquidity initiatives, partnerships, and other strategic treasury operations.

A key principle of the reconstitution is emission discipline. The historical TRU structure carried significant token overhang relative to the economic output of the protocol. BRLA is being introduced with the intention that token supply growth remains tightly controlled and aligned with the long-term sustainability of the ecosystem.

Any future emissions will be carefully evaluated by governance in the context of the protocol’s development and overall supply dynamics. Governance may from time to time determine adjustments to token supply or treasury operations intended to support the stability and resilience of the ecosystem, which could include discretionary market operations involving BRLA.

The objective is to ensure that protocol activity is supported by sustainable participation and real usage of the network rather than by token issuance designed to artificially stimulate short-term engagement.

BRLA is intended to function as a governance and coordination mechanism within the ecosystem and does not represent any ownership interest, claim on assets, or entitlement to revenues generated by the protocol or the Foundation.

This shift addresses one of the structural imbalances of the legacy system. TRU’s circulating supply expanded materially during periods when underlying protocol activity remained limited. The reconstitution aims to realign token supply dynamics with the sustainable development of the ecosystem.

BRLA is introduced with a focus on responsible supply management and long-term network coordination, avoiding structural overhang from historical emissions and reducing reliance on token issuance to stimulate participation.

Ecosystem and Launch Venue

BRLA will launch on the HyperEVM and position its economic hub within the Hyperliquid ecosystem. While the project will remain cross-chain in product deployment, the primary token and liquidity center will sit on HyperEVM.

This represents a deliberate strategic shift. Centralized exchange listings are operationally costly, structurally restrictive, and often misaligned with smaller, capital-disciplined projects. The legacy TRU footprint on centralized exchanges served a purpose in an earlier phase of the market. For Brila, competing on product quality and economic fundamentals is more important than maintaining expensive exchange relationships.

The Hyperliquid ecosystem offers a more aligned environment: on-chain liquidity, transparent market structure, and lower structural overhead. By anchoring BRLA within HyperEVM, the project aligns itself with an ecosystem that reflects the current direction of market infrastructure while preserving the flexibility to operate across chains.

Governance

Upon completion of the transition period, TRU governance will formally sunset. A new governance framework under BRLA will be introduced by the Panama-based entity. The new governance architecture will be designed to enable clearer capital allocation authority, operational agility, reduced structural deadlock, and stronger long-term economic alignment.

A separate governance framework document will be introduced to detail the mechanics of BRLA governance.

Treatment of Legacy Matters

The reconstitution does not extinguish or ignore legacy matters. However, the loans and defaults being administered by Archblock are not the responsibility of TrueFi (nor have they been since the DAO was first formed). The existing forum will remain accessible for creditor communications. Archblock and related recovery processes will continue independently. Historical obligations are not erased by this proposal.

The objective is to separate forward-facing operations from structural complexity and historical governance while maintaining transparency and continuity where required.

Rationale

TFIP-41 resets the capital structure, removes historical token overhang, eliminates governance inefficiencies, strengthens balance sheet flexibility, and aligns token supply with productive, revenue-generating verticals. The reconstitution enables the project to operate as an economically sustainable platform rather than as a legacy governance shell constrained by its past structure.

Implementation Timeline

Following publication, the proposal will proceed through the standard governance voting process. Upon approval, actual governance procedure will be disconnected and transferred to the Brila Corporate Structure. The dedicated portal will then open for a defined window, after which BRLA issuance will be finalized and TRU will sunset. Specific dates will be published prior to execution.

Closing Statement

TrueFi has spent the past year cleaning up its structure, strengthening its balance sheet, and building revenue-generating verticals designed for durability. TFIP-41 formalizes the transition from restructuring to execution.

This is not an abandonment of TrueFi’s history. It is a structured evolution beyond its constraints. The next chapter begins under Brila.

Next Steps

Tally vote: The proposal will be posted on Tally for the final vote.