One hundred million dollars,
structured to match the opportunity.
JIL Sovereign is raising $100M to scale a bi-directional payment integrity network already operating in production. The structure is milestone-gated, mission-locked, and sized against a federal opportunity that conservatively returns multiples of the entire raise on a single engagement.
A capital structure should match the size of the prize, not the comfort of the founder.
JIL Sovereign is not raising to find product-market fit. The L1 is live in production. The patent estate is filed. The verdict engine, validator network, and post-quantum cryptographic stack are operating today. What we are funding is the velocity of capture across federal, state, managed care, and international markets that are converging on payment integrity simultaneously.
A $10M seed would be malpractice given what is in front of us. A $100M Series A is the floor that gets JIL to default-alive enterprise scale without a dilutive bridge round. It is also the amount that makes our financial model conservative rather than aspirational.
One four-year federal engagement covering Medicare FFS, Medicare Advantage, Part D, Medicaid, CHIP, SSI, and SSDI. Total dataset: $10.648 trillion. Reported improper payments: $629.9 billion. Recommended blended fee structure at 50/50 partner split.
The $786M figure is one engagement. It assumes a single federal pathway, a 50/50 partner split, and conservative recovery assumptions. It does not include state Medicaid programs, MCO enterprise revenue, the Asset Intelligence self-serve channel, the Wallet Intelligence Engine at $0.12 to $0.50 per check, or any international vertical. The point is not that this number will be hit precisely. The point is that the floor of what is possible already justifies the ceiling of what we are raising.
Priced as infrastructure, not as software.
JIL Sovereign is a five-layer integrity infrastructure for digital and regulated payments, not a single-product SaaS company. Infrastructure is priced on position, replacement cost, regulatory moat, and the flows it enables, not on a multiple of present revenue. The tier framework below summarizes how the company is priced today and what unlocks each subsequent tier.
| Replacement Cost Floor | $620M to $1.3BCode base, patent portfolio, validator mesh, and jurisdictional posture priced at fully-loaded replacement rates. The minimum a strategic acquirer would pay to replicate what is built. |
|---|---|
| Single-Product Infrastructure | $1.5B to $3.0BOne product line as anchor narrative. Defensible today with no preconditions. |
| Multi-Product SOTP | $4.5B to $8.0BThe five-layer integrity platform with shared moat. The pricing tier this round is structured against. |
| Strategic Rail-Priced | $8.0B to $13.0BRequires one signed strategic anchor: custodian integration, federal pilot, top MCO, top-10 bank, or sovereign fund lead. |
| Category-Defining | $13.0B and aboveMultiple anchors, sovereign round, or strategic auction with a card network, core banking platform, or major custodian. |
The Series A is structured against the multi-product SOTP tier. Investors enter at the pricing supported by what is built, with the upside of the rail-priced and category-defining tiers as a function of the operating execution that the round itself capitalizes. The full sum-of-the-parts methodology, comparable transactions, replacement cost workings, and product-line valuation rationale are documented in the Infrastructure Valuation Memorandum.
The terms in one page.
Material terms are summarized below. Full term sheet, capitalization table, and operative documents are made available in the dataroom following NDA execution.
| Issuer | JIL Sovereign Technologies, Inc.Delaware C-Corporation, headquartered in Texas. Operating IP licensed from JIL Sovereign Holdings LLC (Wyoming). |
|---|---|
| Round | Series A PreferredRule 506(c) general solicitation. Accredited investors only. |
| Round Size | $100,000,000Deployed across three milestone-gated tranches. |
| Security | Class A Convertible Preferred StockOne vote per share. Standard preferred protective provisions. |
| Pre-Money Valuation | $4.5B to $8.0B todayDefensible sum-of-the-parts range across the five infrastructure product lines. Expanding to $13B+ with one signed strategic anchor. Full framework in the Infrastructure Valuation Memorandum. |
| Minimum Subscription | $250,000 (accredited)$5M strategic minimum. $25M lead minimum. |
| Closing | Rolling, 12 to 18 month windowFirst close on lead commitment of $25M or aggregate $35M. |
| Liquidation Preference | 1x non-participatingStandard. No senior tiers. |
| Anti-Dilution | Broad-based weighted average |
| Governance | Five-seat boardTwo founder, two investor, one mutually-agreed independent. Standard information and pro rata rights for major investors. |
| Use of Proceeds | See allocation breakdownFederal GTM, state and MCO expansion, international scaling, validator network, engineering, working capital. |
| Mission Lock | 10% of profits to Human FlourishingEncoded in operating documents. Not a marketing commitment. |
Where the capital goes, and what it buys.
Capital is allocated against the markets currently converging on payment integrity. The largest line is federal go-to-market because that is where the largest near-term cash conversion lives.
FedRAMP, StateRAMP, and DoD IL certification pathways. False Claims Act law firm channel build. Certified partner integration program where partners cover integration costs in exchange for a 50/50 revenue split. Targets a 60 to 120 day path to first federal revenue.
50-state priority sequencing led by Texas, Florida, Georgia, Tennessee, and Oklahoma. State-level retroactive forensic audit channel and Pre-Settlement implementations against Medicaid FFS and MCO contracts.
Managed care organization enterprise sales motion. Pre-Settlement and Retroactive product lines into payer environments. UnitedHealthcare and Optum outreach scheduled for activation in mid-2026.
Expansion of the 250-service architecture. Continued patent prosecution beyond the 53 filings made in 2026. Verdict engine and Wallet Intelligence Engine evolution. SOC 2 Type II, HITRUST, and FedRAMP certification.
Operational center buildout in Switzerland, UAE, Singapore, and Brazil. Multi-jurisdictional regulatory work to support the 13+ jurisdiction validator footprint and cross-border payment integrity use cases.
Scaling from 10 live validators to 20 active and 20 standby across 13+ jurisdictions. Hardware, hosting, redundancy, and validator compensation infrastructure.
Operating reserves, legal and compliance overhead, executive recruiting against the formalizing board, and contingency for opportunistic acquisition or partnership activity.
Capital released against milestones, not against optimism.
The $100M is structured as three tranches tied to operating milestones. Investors fund against demonstrated execution rather than projected execution. Founders are accountable to documented gates rather than narrative.
Funds FedRAMP authorization pathway, certified partner integration program, FCA channel activation, and the federal go-to-market team. Target outcome: first federal contract executed and recognized revenue inside 12 months of close.
Funds the 50-state Medicaid sequencing motion, MCO enterprise rollout post mid-2026, and Wallet Intelligence Engine commercialization. Capital released only on validated revenue, certification, and pipeline milestones from Tranche I.
Funds the international operational buildout across Switzerland, UAE, Singapore, and Brazil, completes the 40-validator network across 13+ jurisdictions, and capitalizes the bench depth required to operate as a global infrastructure provider.
A dual-class structure built for permanent mission alignment.
JIL Sovereign operates a dual-class equity structure. Class A receives full economic rights and standard governance. Class B exists to lock the company's mission into its constitution, not its marketing.
Why the structure matters. Class B exists for one reason: to keep JIL Sovereign's mission, including the 10% of profits commitment to Human Flourishing, structurally protected against pressure to abandon it after a future round, an acquisition discussion, or a public listing. Investor economics are unaffected. Class A and Class B participate equally in distributions and exit proceeds. What changes is that the company's stated purpose cannot be silently retired by a transient board majority.
For investors aligned with faith-driven theses, this is the difference between a company that talks about mission and a company that has written it into its capitalization. For institutional investors with no faith orientation, this is simply a stable governance feature that protects long-term brand value, employee culture, and the regulatory posture that comes from operating as visibly trustworthy infrastructure.
This is not a deck. It is a production system.
The number that should anchor the diligence conversation is not the round size. It is the amount of work that is already done. Investors are funding velocity, not invention.
Cryptographic stack: Ed25519 with Dilithium-III hybrid signing, ML-DSA-65 post-quantum signatures, Kyber key encapsulation. CourtChain produces FRE 902(14)-compliant digital evidence. Four thesis pillars, five product lines, nine SKUs. The capital does not need to invent the network. It needs to scale a network that already works.
Three paths, none requiring a forced exit.
Strategic acquisition.
JIL Sovereign sits at the intersection of infrastructure categories that the largest payment, clearing, and healthcare data players already know they need to own. The DTCC analogue for tokenized assets, major payment networks, healthcare data majors, and cybersecurity primes are all rational acquirers at scale.
Public listing.
Target window of 2029 to 2031, contingent on revenue scale, regulatory posture, and market conditions. The dual-class structure is engineered to survive the listing process, not be unwound by it. Public-company governance is contemplated in the operative documents.
Secondary tender.
Future financing rounds are expected to include secondary capacity for early Series A holders who choose partial liquidity ahead of a primary exit event. This is contemplated as a feature of subsequent rounds rather than a special accommodation.
From first conversation to close.
JIL Sovereign runs a structured diligence process. The intent is to respect the time of serious investors and to produce a relationship that survives the close.
Mutual NDA and dataroom access
Standard mutual NDA grants access to the structured dataroom. Includes term sheet, financial model, capitalization table, legal opinions, technical architecture documentation, and the patent estate index.
Founder diligence call
A working session with Jeff Mendonca and the operating team. The objective is to test the model, the market, and the timeline together rather than to deliver a pitch.
Technical and regulatory review
Optional deep dive into the L1 architecture, the verdict engine, the post-quantum cryptographic stack, and the certification roadmap. Designed for technical partners or specialist diligence advisors.
Term sheet
Term sheet negotiated against the published structure. Material variations are accommodated where they strengthen alignment without rewriting the architecture of the round.
Confirmatory diligence
Standard legal, financial, and operational confirmatory diligence under a defined window. JIL provides counsel coordination and a single point of contact.
Definitive documents and close
Execution of subscription documents, capital wired, and the investor onboarded into the quarterly reporting and information rights cadence. First-close investors receive priority allocation in subsequent tranches.
If the math works, start the conversation.
JIL Sovereign is opening this round to a deliberately small circle of lead investors, strategic partners, and accredited capital that wants exposure to payment integrity infrastructure at the layer where it actually settles.
This page is informational and does not constitute an offer to sell or a solicitation of an offer to buy any security. Any offer or sale of securities will be made only to accredited investors, will be made by means of definitive offering documents, and will be conducted in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933. All investments involve risk, including the possible loss of principal. Forward-looking statements reflect current expectations and are subject to change. Specific terms of the financing, including pre-money valuation and tranche release conditions, are disclosed in the dataroom following execution of a mutual non-disclosure agreement. JIL Sovereign Technologies, Inc. is a Delaware C-Corporation. Operating intellectual property is licensed from JIL Sovereign Holdings LLC, a Wyoming limited liability company.