The capital structure of a tokenised limited partnership is not new. The transparency of it is. What an institutional allocator needs to understand, before making a commitment, is the order in which cash flows to the structure, the hurdles that flows must clear before carried interest accrues, and the points at which on-chain transferability changes the economics relative to a conventional LP. This essay reads the ALKN waterfall the way an institutional allocator would, clause by clause.

Capital structure at a glance

Alkemya Metacore SCSp has a single class of limited-partnership interest, tokenised as ALKN. At issuance, the total asset backing is USD 1.64 billion against a NAV per token of USD 2.05, with tokens offered at USD 1.00. This structural discount — approximately 51% at issuance — reflects the early-cycle positioning of the offering and the expected trajectory of NAV convergence as precision-metals pricing adjusts to industrial demand realities. 6% of the vehicle's total capital is reserved for the general partner as committed GP capital; the remaining 94% is available to limited partners across the three-exchange listing.

The waterfall

Distributable cash from the vehicle — from any liquidity event, physical reserve sale, or realised NAV distribution — flows in the following order, in accordance with the partnership agreement:

  1. Return of capital. First, all limited partners receive back 100% of their invested capital. No distribution of any kind is made to the GP on carried-interest account until every LP is whole on return of capital.
  2. Preferred return (hurdle). Next, limited partners receive a preferred return of 8% per annum on invested capital, computed on a compounded basis. This is the "hurdle" that the GP must clear before any carried interest accrues.
  3. Catch-up. After the hurdle is cleared, the GP receives a catch-up distribution sufficient to bring its share of profits (inclusive of preferred return) to the 20% carried-interest share.
  4. 80/20 split. All remaining distributions are split 80% to limited partners / 20% to the GP as carried interest.

What the on-chain layer changes

The on-chain transferability of ALKN does not change the waterfall mechanics at the vehicle level. What it changes is the liquidity profile of the LP interest. A conventional LP commitment is locked for the vehicle's duration; ALKN LP interests are transferable, subject to Reg-S restrictions, across the triangular-listing venues during secondary market trading. Secondary-market transfers do not generate distributions; they generate capital appreciation (or depreciation) for the transferring LP. Distributions flow only from the vehicle's distributable cash flow events.

The waterfall does not change because the LP interest is tokenised. What changes is the liquidity profile between distribution events.

This is the key point for allocators evaluating ALKN against a conventional private-markets LP commitment: the return profile in a flat-NAV environment mirrors a conventional LP — capital commitment, preferred return, carry, eventual distribution. The advantage, relative to a conventional LP, is that in a rising-NAV environment, an LP wishing to exit need not negotiate a secondary-market sale through a specialist intermediary. The token is tradeable on listed venues.

Reading the example

Consider a USD 100,000 commitment at the USD 1.00 offer price — 100,000 ALKN tokens. If, over four years, the vehicle returns USD 40,000 of capital plus USD 32,000 of preferred return plus USD 48,000 of above-hurdle appreciation, the waterfall distributes as follows:

LayerTo LPTo GP
Return of capitalUSD 40,000
Preferred return (8% compounded)USD 32,000
GP catch-upUSD 8,000
80/20 split of remainderUSD 32,000USD 8,000
Total to dateUSD 104,000USD 16,000

The LP's remaining position — whatever units are still held at whatever prevailing market price — is unaffected by this distribution sequence and continues to accrue pro-rata rights to future distributions.

What institutional allocators ask

Three questions come up consistently. First: is the preferred return cumulative? Yes — if the 8% threshold is not cleared in any given period, it accrues until it is. Second: what determines a distribution event? Realisations against the physical reserve, periodic NAV-linked distributions at the discretion of the GP subject to LP advisory board consultation, and any other event the partnership agreement specifies. Third: what is the GP committed capital? 6% — a figure that is high by conventional institutional-alternatives standards and signals alignment between GP and LP outcomes.

The capital structure is boring in the same sense the SCSp wrapper is boring: deliberately aligned with institutional expectations, deliberately readable against decades of comparable structures. The innovation sits elsewhere — in the reserve asset, the custody architecture, and the on-chain transferability.

The waterfall does not change because the LP interest is tokenised. What changes is the liquidity profile between distribution events.

Sources

  1. Alkemya Metacore SCSp. Partnership Agreement — Distribution Waterfall (Schedule 4). Luxembourg RCS. 20 Nov 2025. https://alkemya.com/docs/partnership-agreement-schedule-4.pdf Accessed 13 Apr 2026
  2. Institutional Limited Partners Association (ILPA). Private Equity Principles 3.0. ILPA. 1 Jun 2024. https://ilpa.org/principles/ Accessed 13 Apr 2026
  3. Aranca. ALKN Reserves Valuation. Aranca. 15 Mar 2026. https://alkemya.com/docs/aranca-2026-03.pdf Accessed 13 Apr 2026

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