When we — Alkemya Metacore SCSp — began designing the legal vehicle for our tokenised limited-partnership interest, we evaluated every candidate wrapper in serious institutional use across Europe, Asia, and the Caribbean. Delaware LPs, Cayman exempted LPs, Irish ICAVs, Jersey expert funds, Singapore VCCs, Swiss SICAVs, Luxembourg SCSps, Luxembourg RAIFs, and a handful of more exotic structures. After roughly nine months of counsel iteration across four jurisdictions, we chose the Luxembourg Société en Commandite Spéciale. This essay explains why, from the issuer perspective, the SCSp is the right vehicle for a Reg-S-compliant regulated digital security backed by a physical precision-metals reserve.

Why the SCSp and not the RAIF

The most common alternative within Luxembourg would have been the Reserved Alternative Investment Fund — the RAIF — which is a fund-style vehicle rather than a partnership-style vehicle. RAIFs carry a heavier AIFMD compliance footprint, require depositary and administrator appointments under specific Luxembourg supervisory rules, and are oriented towards professional investors with continuous NAV publication. For a tokenised LP interest in a single defined reserve asset, that structure is over-engineered. The SCSp permits the same institutional discipline with a lighter supervisory overlay, and — crucially — is legally a partnership, which aligns the instrument economics with institutional allocators' mental model of limited-partnership capital calls, distributions, and preferred-return waterfalls.

Why Luxembourg and not Cayman

A Cayman exempted LP was the other serious candidate. The Cayman structure is familiar to institutional allocators, inexpensive to maintain, and — for traditional private funds — has been the default for decades. Three considerations moved us to Luxembourg. First, European institutional distribution: a Luxembourg-domiciled SCSp is straightforward to market to European qualified investors under the AIFMD passporting framework; a Cayman entity is not. Second, settlement infrastructure: Luxembourg's integration with Clearstream enables ISIN LU3192257148 to route through conventional post-trade rails, which a Cayman issuance cannot achieve at the same depth. Third, supervisory credibility: the CSSF supervisory context, even for an unregulated LP structure, carries institutional credibility that Cayman's light-touch regime no longer matches in the post-2020 environment.

The AIFMD-compliant GP

The SCSp itself is unregulated. The general partner — Alkemya Partners GP S.à.r.l. — is AIFMD-compliant. This is the point that matters to institutional allocators and is the point most often misunderstood in third-party summaries of the structure. The LP is the legal wrapper; the regulation sits at the GP level, where the fund management activity takes place. This is the canonical Luxembourg institutional-alternatives architecture, and it is the reason the SCSp has become the default vehicle for Luxembourg-domiciled limited-partnership structures since its introduction in the 2013 partnership-law reform.

The LP is the legal wrapper. The regulation sits at the GP level, where the fund management activity takes place. This is the canonical Luxembourg institutional-alternatives architecture.

Why the SCSp suits a Reg-S regulated digital security

Four features of the SCSp make it well-suited to a tokenised Reg-S offering. First, the LP interest is a defined legal object with clear transfer mechanics specified in the partnership agreement — which means the on-chain transfer logic can mirror the off-chain legal transfer directly, without requiring a novel interpretive leap. Second, the SCSp admits institutional and sophisticated-investor LPs without requiring fund-level registration with a prospectus authority, which is the feature that makes the Reg-S exemption architecturally clean. Third, the partnership agreement permits preferred-return waterfalls, carried-interest arrangements, and capital-call mechanics — the three structural features institutional allocators expect in a serious private-markets vehicle. Fourth, the SCSp's partnership economics align naturally with holding a defined physical reserve asset on capital account, as distinct from a fund-of-securities structure on a regulated asset register.

The counsel stack

The SCSp design was led by CMS DeBacker in Luxembourg as principal counsel. Cross-border coordination on the Reg-S perimeter and non-US investor marketing restrictions was handled by Foley & Lardner. UK-facing structuring around the London listing was led by Dentons. Singapore-facing structuring for the MAS supervisory context around the Singapore listing was led by CNPLaw. The Tier-1 counsel stack is described in more detail in a forthcoming essay in this series.

What this means for an LP

For a non-US qualified investor considering an ALKN allocation, the Luxembourg SCSp wrapper means: you are acquiring a limited-partnership interest, denominated in a Luxembourg-law partnership agreement, managed by an AIFMD-compliant GP, custodied under Luxembourg CSSF supervisory context, settled through Clearstream via ISIN LU3192257148, with the additional optional feature of on-chain transferability through the ALKN token under Reg-S restrictions. You are not acquiring a novel asset class. You are acquiring a limited-partnership interest in a vehicle whose legal form has been the institutional default for a decade.

That is exactly the point. The innovation is the tokenisation layer and the underlying precision-metals reserve — not the legal wrapper. The legal wrapper is deliberately boring, because boring is what institutional allocators underwrite at scale.