SPV Structure

How BlockBank tokenizes assets through Special Purpose Vehicles

SPV Creation Process

1

Asset Batch Identification

Group assets (mining equipment, real estate) into batches for tokenization

  • Mining: ASICs, containers, electricity contracts, BTC wallets
  • Real Estate: Villa, apartment, warehouse, commercial property
2

SPV Incorporation

Incorporate SPV in RAK ICC (Ras Al Khaimah, UAE)

  • RAK ICC free zone company registration
  • Minimal capital requirements
  • Fast incorporation (1-2 weeks)
  • 100% foreign ownership allowed
3

Asset Transfer to SPV

Transfer ownership of physical assets to the SPV

  • Legal title transfer documents
  • Registration with relevant authorities
  • Update of ownership records
  • Asset valuation and documentation
4

Operating Agreement Modification

Update Operating Agreement to include digital representation clause

  • Clause: '100% of company shares are represented by a unique NFT'
  • NFT ownership = economic ownership of SPV
  • Transfer of NFT = transfer of 100% company ownership
  • Legal recognition of digital certificate

SPV Role & Responsibilities

🏗️

Asset Holder

  • Owns mining equipment (ASICs, containers)
  • Holds electricity contracts
  • Manages BTC mining wallets
  • Owns real estate property
  • Maintains physical asset custody
⚖️

Legal Entity

  • Separate legal person
  • Limited liability protection
  • Can enter into contracts
  • Holds licenses and permits
  • Complies with local regulations
💸

Revenue Generator

  • Receives mining rewards (BTC)
  • Collects rental income (real estate)
  • Manages operational expenses
  • Distributes profits to shareholders
🎫

NFT Backing

  • SPV shares = 100% represented by NFT
  • NFT serves as ownership certificate
  • On-chain registry of ownership
  • Facilitates fractionalization

Legal Compatibility & Framework

✅ Permitted Activities

  • • SPV can hold real estate in UAE (DLD registration)
  • • Tokenization of company shares is permitted
  • • Digital ownership representation via NFT
  • • 100% foreign ownership allowed

⚠️ Limitations

  • • NFT ≠ Cadastral title (property title stays with DLD registry)
  • • NFT represents economic ownership of SPV, not direct property
  • • KYC/AML compliance required for all investors

📋 Compliance Requirements

  • • AML/KYC for all shareholders
  • • Annual audit requirements
  • • Tax reporting (if applicable)
  • • Corporate secretary services

SPV Structure Diagram

Physical Assets
🏭 Mining🏠 Real Estate
RAK ICC SPV
Legal Entity Owner
NFT Master Ownership
100% of SPV Shares