n19ovember
The asset leaves the corporation. The structure carries it.

A hybrid infrastructure operator and investment house. We architect ring-fenced SPVs and regulated security issuances of $2–5M for corporate spin-outs and independent teams with tangible assets.

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For Issuers
What we do

Finance the asset, not the company.

We structure the issuance of rights to a specific asset — not to a legal entity that doesn't exist yet. We take securitization, a well-established financial technique, and bring it into a digital environment under strict legal wrappers.

Our approach is built on five pillars:

• Asset Mapping — we define exactly what is being tokenized: future revenue, product rights, or a share in the outcome.

• Securitization — tokens are structured from the outset as regulated securities for qualified investors, not "community units." A deliberate choice for safety and enforceability.

• Memberless Foundation — a memberless foundation (e.g., Cayman Foundation Company) acts as the legal issuer, holding the asset and answering to holders. Ring-fenced SPVs isolate each issuance from the parent company's balance sheet.

• Governance & Incentives — we separate ownership (economic rights for holders) from control (execution retained by the founding team). Founder's Allocation is vested, capped at 3–5%, and disclosed in every issuance document.

• Exit Design — buy-back rights and exit paths are fixed in advance, giving investors a clear route to liquidity.
Corporate Spin-outs
Monetize your asset without selling the company.

Spinning out a division or a product line? We create a ring-fenced SPV that isolates the asset from the parent company's balance sheet, protect the IP, and run the issuance. The corporation can anchor the first issuance; founders transition gradually under a documented plan.

Qualification gates (before any structuring):


  • Transition Plan with milestones and full exit dates for founders
  • Arm's length TSA with the corporation
  • Non-compete carve-out or written waiver
  • IP assign into the SPV (post-transfer IP) + corporate license (pre-transfer IP)
Who it's for
Side A — Issuers
Priority: Corporate spin-outs with a documented transition — pre-validated assets, mature teams, and a possible institutional anchor from the parent company.

Second tier: Independent teams with a tangible asset — a working product, MVP, or clear future revenue. They fill the pipeline between corporate deals.
Side B — Investors
UHNWI and Super Angels. Minimum ticket $100K (floor $75K). What you get: institutional private placement without a 7-year lock-up, ring-fenced protection via BVI cells, independent directors, and the founder co-investing alongside you.

Not for: unqualified retail, secondary-market funds, teams without a product, or spin-outs without a documented transition.
Why us?
  • A faster way to capital.

    We're not an investment bank. Audit — 3–5 days, structuring — 5–7 days, then launch.
  • Built around your task.

    We design the structure around your business — the asset, the cash flow, the exit logic.
  • Tokenization & DAO experience.

    160+ structures built. We bridge traditional finance with memberless foundations, tokenized rights, and smart-contract governance.
  • Skin in the game.

    We co-invest in every deal through our GP Layer (2% at Stage 1, up to 5% after the first exit). We are in the same boat as our investors.
  • Honest about risk.

    We don't promise to eliminate risk. We structure legal wrappers so token holders and founders don't face unlimited personal liability.
  • Cross-jurisdiction.

    DFA, STO, tokenized debt, and custom structures. You choose the platform — we design the architecture.
If You're Exploring / No Legal Entity Yet
If you're exploring tokenization
— we map the asset and build the architecture before you commit to a platform.

If you don't have a legal entity yet
— we register a memberless Foundation Company. Control is automated via smart contracts, ownership is decentralized among token holders, and personal liability is mitigated. Readiness: audit 3–5 days, structuring 5–7 days.


November19@interia.pl
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