SPV & Compartment Structure

TheAngel Tokenisation Architecture

Below is a simplified overview of TheAngel’s legal and technological model:

Startup Equity
      ↓
SPV or Luxembourg Securitisation Compartment
      ↓
Tokenised Investment Notes (AMC) with ISIN
      ↓
Investors Purchase Tokens
      ↓
Tokens Trade During Liquidity Windows

This structure ensures:

• Legal clarity

• Full segregation of assets

• Regulatory alignment

• Ease of investment and transfer

The Role of SPVs & Securitisation Funds

TheAngel uses two complementary models depending on jurisdiction and raise size:

1. SPV (Special Purpose Vehicle)

Used for:

• Smaller raises

• Jurisdictions without securitisation requirements

• Simpler, fast-to-deploy structures

Benefits

• Clean separation between startup and investors

• Startup issues equity once → SPV holds and represents it

• SPV issues tokens, not the startup directly

• Simplifies your cap table

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2. Luxembourg Securitisation Fund (via Filedgr)

Used for:

• Larger rounds

• Institutional-grade compliance

• Multi-investor, multi-asset structures

• Needs for cross-border regulation

Key Features of a Luxembourg Securitisation Fund

(Ref: Filedgr documentation — )

• Unlimited compartments (each startup gets its own)

• Fully bankruptcy-remote structure

• Assets legally isolated from other compartments

• EU-compliant, tax-efficient

• Investment notes receive unique ISINs

• Exempt from AIFMD in certain configurations

• Built for alternative assets, including tokenised equity

Why Luxembourg?

Luxembourg is the global leader in securitisation and fund vehicles, providing:

• Regulatory trust

• International pass-portability

• Compatibility with institutional custody

• Alignment with EU frameworks (ATAD III, DAC6, ILR, BEPS)

This is infrastructure normally accessible only to hedge funds, private equity firms, and financial institutions.

TheAngel makes it accessible to startups.