# Legal Issuer Architecture Framework **Minted Protocol / MintedAssociates Corp** April 2026 --- ## Executive Summary Minted Protocol is operated by MintedAssociates Corp and maintains a multi-jurisdictional legal architecture designed to provide regulated issuance of mUSD, a fiat-referenced payment token, and smUSD, an institutional yield product, into European, Asian, and qualifying United States markets. The architecture combines a proposed Cayman Islands parent holding company, a British Virgin Islands regulated issuer, a Cayman Islands segregated portfolio fund, a Luxembourg European distribution feeder, partner-of-record arrangements across Asia, and a GENIUS Act-aligned United States compliance pathway delivered through Anchorage Digital Bank, National Association. The framework is constructed for institutional credibility, supervisory clarity in each operating jurisdiction, and forward-compatibility with evolving regulatory regimes including the Markets in Crypto-Assets Regulation (MiCA), the United Kingdom FCA National Private Placement Regime, the Hong Kong Stablecoin Ordinance, the Singapore Payment Services Act, and the United States GENIUS Act of 2025. --- ## 1. Entity Architecture ``` Minted Protocol Parent Entity Proposed Cayman Islands parent │ ┌─────────────────────────┼─────────────────────────┐ │ │ │ Issuance Layer Yield Vehicle Layer Distribution Layer │ │ │ Minted Issuer Minted Yield SPC Lux SICAV-RAIF Feeder (BVI) Ltd. (Cayman Islands) (Luxembourg) BVI VASP-registered CIMA Regulated Sub-threshold AIFM Mutual Fund under AIFMD Art. 3(2) ``` ### 1.1 Minted Protocol Parent Entity - Cayman Islands exempted company - Holds intellectual property, brand rights, and ownership interests in operating subsidiaries - Common-law jurisdiction with established offshore corporate practice - No direct operating activity at the parent level ### 1.2 Minted Issuer (BVI) Ltd. — mUSD Issuance - British Virgin Islands company - Registered under the BVI Virtual Assets Service Providers Act, 2022 - Supervised by the BVI Financial Services Commission - Sole permitted issuer of mUSD outside the United States - Operates under a 1:1 fully-reserved framework with daily reserve verification and monthly third-party verification ### 1.3 Minted Yield (Cayman) SPC — smUSD Vault - Cayman Islands segregated portfolio company - Registered as a Regulated Mutual Fund under the Cayman Islands Mutual Funds Act - Supervised by the Cayman Islands Monetary Authority - Each investment strategy held in a discrete segregated portfolio with statutory ring-fencing of assets and liabilities under Cayman SPC law - Inaugural Sub-Portfolio (SP1) holds the institutional litigation finance sleeve (Kairos B+, 18-month maturity, surety-bond-protected principal) ### 1.4 Luxembourg SICAV-RAIF Feeder Fund — European Distribution - Luxembourg Société d'Investissement à Capital Variable, structured as a Reserved Alternative Investment Fund - Manager: sub-threshold Alternative Investment Fund Manager registered under Article 3(2) of the AIFMD - Depositary: Luxembourg-licensed depositary bank - Channels subscription capital from European institutional and qualified investors into the Cayman SPC sub-portfolios --- ## 2. European Distribution Framework ### 2.1 AIFMD Passport Coverage At launch, the Luxembourg feeder is passported under the AIFMD into the following member states for distribution to professional investors as defined in Annex II of MiFID II: | Member State | Notifying Authority | |---|---| | Germany | Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) | | France | Autorité des Marchés Financiers (AMF) | | Netherlands | Autoriteit Financiële Markten (AFM) | | Luxembourg | Commission de Surveillance du Secteur Financier (CSSF) | | Ireland | Central Bank of Ireland | | Italy | Commissione Nazionale per le Società e la Borsa (Consob) | | Spain | Comisión Nacional del Mercado de Valores (CNMV) | | Belgium | Financial Services and Markets Authority (FSMA) | | Austria | Finanzmarktaufsicht (FMA) | ### 2.2 MiCA Classification The smUSD product, accessed in Europe via the Luxembourg feeder, qualifies as an interest in a collective investment undertaking. Under Article 2(4)(c) of the Markets in Crypto-Assets Regulation (Regulation (EU) 2023/1114), crypto-assets that qualify as financial instruments under MiFID II are excluded from the scope of MiCA. Consequently: - smUSD distribution does not require a MiCA crypto-asset whitepaper - smUSD does not require classification or authorization as an Asset-Referenced Token or E-Money Token - smUSD does not require Crypto-Asset Service Provider authorization - The applicable supervisory regime is AIFMD, supplemented by national MiFID II implementing legislation ### 2.3 United Kingdom Coverage Following the United Kingdom's withdrawal from the European Union, the AIFMD passport no longer extends into the UK. UK institutional access is delivered through the Financial Conduct Authority's National Private Placement Regime under FUND 10.5 of the FCA Handbook and the equivalent provisions of SUP 13A, which permits a sub-threshold non-UK Alternative Investment Fund Manager to market non-UK Alternative Investment Funds to UK Professional Clients and Eligible Counterparties as defined under the FCA Conduct of Business Sourcebook (COBS 3.5 / 3.6). The mechanism is a one-time NPPR notification filed with the FCA prior to marketing, requiring confirmation of AIFM regulatory status, fund structure, target investor base, and AML/CFT compliance posture. Distribution to UK retail clients is not permitted under NPPR and is reserved for the post-FCA-authorization phase of the regulatory roadmap. UK reach via NPPR includes UK institutional asset managers, insurance and pension fund LPs, family offices meeting Professional Client thresholds, and the Eligible Counterparty / Professional Client books of UK private banks. ### 2.4 Switzerland and EEA Adjacent Coverage Swiss qualified investors, including banks, asset managers, family offices, and pension funds, are addressable through the Luxembourg feeder under Switzerland's Financial Services Act (FinSA) private placement framework for qualified investors. Iceland, Norway, and Liechtenstein are addressable under the AIFMD passport mechanism. --- ## 3. Asian Distribution Framework ### 3.1 Singapore Institutional and accredited investor distribution is conducted through a partner-of-record agreement with QCP Capital, holder of a Capital Markets Services license issued by the Monetary Authority of Singapore. Subscription flows into the Cayman SPC are permitted for accredited investors as defined under the Securities and Futures Act and the Payment Services Act. ### 3.2 Hong Kong Distribution to Hong Kong Professional Investors, defined under Schedule 1 of the Securities and Futures Ordinance as individuals with a portfolio of HK$8 million or above and corporates meeting equivalent thresholds, is conducted through a partner-of-record agreement with HashKey, holder of Type 1 (Dealing in Securities) and Type 9 (Asset Management) licenses issued by the Securities and Futures Commission of Hong Kong. ### 3.3 Japan Institutional access is structured through licensed Japanese partners holding Type 1 Financial Instruments Business and Crypto Asset Exchange Service licenses issued by the Japan Financial Services Agency. ### 3.4 United Arab Emirates Institutional subscription from UAE-domiciled qualified investors is permitted via direct subscription to the Cayman SPC. Expanded UAE distribution capability is delivered through an Abu Dhabi Global Market Financial Services Regulatory Authority Financial Services Permission, scheduled as a Series A regulatory milestone. --- ## 4. United States GENIUS Act Compliance Framework ### 4.1 Statutory Context The Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act of 2025 establishes the federal statutory framework for Permitted Payment Stablecoin Issuers operating in the United States. Under the Act, only a Permitted Payment Stablecoin Issuer may lawfully issue payment stablecoins for distribution to United States persons. ### 4.2 Partnership with Anchorage Digital Bank, N.A. Minted's United States compliance pathway is delivered through a partnership with Anchorage Digital Bank, National Association, the only federally-chartered digital asset bank in the United States, holding an Office of the Comptroller of the Currency National Trust Charter. Anchorage Digital Bank qualifies as a Permitted Payment Stablecoin Issuer under the GENIUS Act in two distinct capacities: - As a federally-chartered insured depository institution affiliate, eligible to issue payment stablecoins directly under Section 4(a)(1) of the Act - As a federally-qualified nonbank stablecoin issuer subject to OCC supervision under Section 4(a)(2) ### 4.3 Issuance Architecture Under the partnership framework, Anchorage Digital Bank acts as the regulated issuer of record for any United States-distributed mUSD, with Minted Protocol providing the brand, the smart contract layer, and the technical issuance infrastructure on the Canton Network. This arrangement provides: - Federal preemption of state money transmitter licensing requirements under the GENIUS Act - OCC supervisory oversight of issuance, redemption, and reserve management - Eligibility for institutional United States counterparty distribution, including federally-supervised banks, broker-dealers, asset managers, registered investment advisers, and pension funds - Compliance with Bank Secrecy Act, OFAC, and anti-money laundering obligations under federal banking law - Bankruptcy-remote treatment of reserves under the special resolution framework established by the GENIUS Act ### 4.4 Permitted Reserve Composition Reserves backing United States-distributed mUSD under the Anchorage partnership are held exclusively in the asset categories permitted under Section 4(c) of the GENIUS Act: - United States dollar deposits at federally-insured depository institutions - United States Treasury bills with remaining maturity of ninety-three (93) days or less - Repurchase agreements collateralized by United States Treasury securities - Reverse repurchase agreements with the Federal Reserve Reserves are held in segregated accounts at Anchorage Digital Bank's qualified custodian, with daily public reserve reporting and monthly third-party reserve verification by a Big Four accounting firm. ### 4.5 Redemption Rights United States holders of Anchorage-issued mUSD have a contractual one-business-day redemption right at par, satisfying the requirements of Section 4(d) of the GENIUS Act. ### 4.6 Reporting and Examination Anchorage Digital Bank, as the issuer of record, is subject to: - OCC examination authority under 12 U.S.C. § 481 - Quarterly reserve composition disclosures filed with the OCC - Annual independent audit of reserve adequacy - Public reserve-verification publication on a continuous basis ### 4.7 Diligence Status Anchorage Digital Bank is identified in this framework as the United States issuer pathway for any United States-distributed mUSD. Definitive partnership documentation, issuer-of-record status, reserve custody status, and distribution scope should be verified in private diligence before any United States launch. --- ## 5. Securities Oversight Securities-touching functions associated with the protocol's United States distribution - broker-dealer execution, alternative trading system supervision, and transfer agent recordkeeping for tokenized instruments distributed through Minted's Canton-native infrastructure - are conducted through Texture Capital Holdings Corp., a FINRA-member broker-dealer registered with the United States Securities and Exchange Commission, under a partner-of-record letter of intent executed on 28 April 2026. Texture's regulatory perimeter under this arrangement includes: - Broker-Dealer supervision under FINRA Rules 3110, 3120, and 4530 covering trade execution, supervisory controls, and reporting - Alternative Trading System operation under SEC Regulation ATS (17 CFR § 242.300 et seq.) for any secondary trading of Canton-native tokenized securities intermediated by the protocol - Transfer Agent functions under Securities Exchange Act Section 17A and Rule 17Ad-7 for recordkeeping of tokenized security positions where applicable This arrangement is structurally limited to securities-touching components only. mUSD as a non-yield-bearing payment stablecoin is not a security under the Securities Act of 1933 and does not require broker-dealer intermediation; smUSD as a fund interest in the Cayman SPC Regulated Mutual Fund is distributed under Rule 506(c) of Regulation D for verified accredited investor offerings in the United States, with offshore distribution conducted under Regulation S, in each case through Texture's regulated capacity where United States distribution is in scope. --- ## 6. Reserve and Custody Architecture ### 6.1 mUSD Reserves Outside the United States Reserves backing mUSD issued by Minted Issuer (BVI) Ltd. are held under the following framework: - One-hundred percent backing in United States dollars and short-duration United States Treasury securities - Held by an institutional qualified custodian - Daily on-chain proof-of-reserve verification - Monthly third-party reserve verification by a Big Four accounting firm - Monthly reserve composition disclosure published to the protocol's public reporting channel ### 6.2 mUSD Reserves Inside the United States As described in Section 4.4, reserves backing United States-distributed mUSD are held by Anchorage Digital Bank's qualified custodian under the GENIUS Act-permitted reserve composition framework, with bankruptcy-remote treatment under the Act's special resolution provisions. ### 6.3 smUSD Sub-Portfolio Assets Assets held by each segregated portfolio of Minted Yield (Cayman) SPC are held under custody arrangements selected per strategy, with custodians limited to institutionally-recognized qualified custodians supervised by a competent national authority. Sub-portfolio asset custody is statutorily ring-fenced from other sub-portfolios under Cayman SPC law. --- ## 7. Compliance and Anti-Money Laundering Framework The compliance stack operates across all entities under a unified policy framework: - Know-Your-Customer and Customer Identification Program onboarding via institutionally-recognized identity verification providers - Continuous transaction monitoring via on-chain analytics and rules-based screening - OFAC, United Nations, European Union, and HM Treasury sanctions screening at onboarding and on a continuous basis - Designated Money Laundering Reporting Officer in each regulated jurisdiction - Travel Rule compliance for value transfers above applicable jurisdictional thresholds - Wallet verification and source-of-funds review at subscription thresholds - Smart-contract level whitelist enforcement for restricted distribution --- ## 8. Regulatory Roadmap The framework is designed for incremental enhancement as institutional demand and operating scale justify additional licensing: | Milestone | Trigger | Adds | |---|---|---| | Bermuda Digital Asset Business Act Class F license | Series A close | Bermuda Monetary Authority supervisory oversight of issuance | | Lithuania E-Money Institution license | European retail demand confirmed | European retail mUSD distribution under the MiCA E-Money Token framework | | Hong Kong Monetary Authority Fiat-Referenced Stablecoin license | Hong Kong retail demand confirmed | Hong Kong retail mUSD distribution under the Stablecoin Ordinance | | Singapore Payment Services Act Major Payment Institution license | Singapore retail demand confirmed | Direct Singapore retail mUSD distribution under the Payment Services Act | | Abu Dhabi Global Market Financial Services Permission | MENA institutional anchor commitment | UAE and broader MENA institutional access | | Full-authorization Luxembourg AIFM | smUSD assets under management exceed AIFMD Article 3(2) thresholds | Unrestricted Luxembourg AIFM authorization and removal of sub-threshold scope limits | --- ## 9. Counsel and Advisory Cross-jurisdictional legal counsel coordinates the framework across operating jurisdictions: - Cayman Islands counsel: leading offshore corporate and funds practice - British Virgin Islands counsel: leading offshore corporate practice - Luxembourg counsel: leading European fund structuring practice - United States counsel: leading United States banking and securities practice - Hong Kong and Singapore counsel: leading Asian financial services practice Internal regulatory leadership is provided by the General Counsel and the Chief Advisor. --- ## 10. Entity Disambiguation Minted Protocol is operated by MintedAssociates Corp. This legal architecture framework describes proposed and partner-of-record entities used to support regulated issuance, custody, distribution, and yield-vehicle workflows on the Canton Network. Minted Protocol is not affiliated with: - Any retail consumer brand using the name "Minted" or similar marks - Any consumer goods, gift card, stationery, or e-commerce business - Any foreign exchange, gold, or precious-metals consumer application - Any prior issuance of stablecoins, wrapped tokens, or other digital assets using similar naming The protocol's primary digital surfaces are minted.app and deck.minted.app. --- *This document forms part of the institutional diligence materials for Minted Protocol / MintedAssociates Corp and is provided for informational purposes only. It does not constitute an offer to sell or a solicitation of an offer to buy any security, token, or other instrument. Distribution of mUSD and smUSD is restricted to permitted jurisdictions and eligible counterparties as described herein.*