NUVA SPC Ltd.

NUVA SPC Ltd. is a British Virgin Islands **(**BVI) business company, owned by the NUVA Foundation, that operates separate segregated portfolios for each “nuAsset” vault. This popular structure enhances asset protection and aligns with the Foundation’s DAO principles.

NUVA SPC Ltd., for and on behalf of each segregated portfolio, has all applicable legal rights to the underlying assets in each vault. NUVA end users do not have any direct claim against the underlying assets.

The SPC structure offers several benefits;

  • Segregation of Assets and Liabilities: An SPC allows the creation of segregated portfolios, where assets and liabilities of each portfolio are legally separated from those of other portfolios and the company’s general assets. This ensures that creditors of one portfolio cannot access the assets of another, reducing risk.

  • Flexibility in Operations: SPCs are flexible, enabling businesses to manage diverse investments, strategies, or client portfolios under one corporate entity while maintaining legal and financial separation.

  • Cost Efficiency: Operating multiple portfolios within a single SPC is more cost-effective than establishing separate legal entities for each portfolio, reducing administrative and compliance costs.

  • Asset Protection: The legal segregation protects each portfolio’s assets from risks or insolvency in other portfolios or the company itself, making it attractive for investment funds or insurance businesses.

  • Tax Neutrality: The BVI is a tax-neutral jurisdiction, meaning SPCs are not subject to corporate income tax, capital gains tax, or other local taxes, provided the company complies with BVI regulations.

  • Privacy and Confidentiality: The BVI offers strong privacy protections. SPCs are not required to publicly disclose financial statements or details of directors, shareholders, or segregated portfolios, subject to certain regulatory filings.

  • Global Recognition: BVI SPCs are widely recognized and respected in international finance, making them suitable for cross-border investments and operations.

  • Tailored Governance: Each segregated portfolio can have its own governance structure, allowing for customized management and investment strategies to meet specific investor or client needs.

NUVA SPC Ltd.’s key responsibilities include:

  1. Token Issuance and Distribution: The SPC issues and mints each vault’s tokens, signs token sale agreements, token liquidity provision agreements, and facilitates token listings on exchanges or launchpads.

  2. Operational Management: The SPC handles operational tasks related to token issuance, such as smart contract deployment, management of token economics, or integration with third-party blockchain platforms.

  3. Regulatory Compliance: The SPC operates under the BVI’s Virtual Assets Service Providers Act (VASP Act), which generally does not regulate token issuance unless the tokens are deemed securities under the Securities and Investment Business Act (SIBA). it Complies with AML/KYC requirements and benefits from the BVI’s lack of capital control or maintenance rules, allowing free flow of funds for token-related transactions.

  4. Cost Efficiency and Flexibility: The SPC leverages the BVI’s low incorporation and maintenance costs, making it ideal for the operational and capital-intensive aspects of token launches. It requires minimal ongoing obligations, such as no need to file financial statements or hold annual shareholder meetings, simplifying administration.

  5. Interfacing with Investors: The SPC engages with investors during token sales, managing contributions (in fiat or cryptocurrency) and ensuring compliance with token sale agreements. It fFacilitates airdrops, token swaps, or other distribution mechanisms to incentivize community participation or reward early adopters.

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