Investment Memorandum

1. Executive Summary

Aurema Group provides accredited investors with exclusive access to a diversified portfolio of tokenized real-world assets (RWA), combining 30+ years of technical appraisal expertise with cutting-edge regulatory infrastructure.

            Unique Value Proposition: Democratizing institutional-grade real estate and naval asset investments through blockchain tokenization, backed by a fully compliant corporate structure (MiCA/CNMV/Delaware) and rigorous technical due diligence performed by a certified judicial expert.
        

€10K Minimum Investment

8-12% Target Annual Yield

30+ Years of Expertise

100% On-Chain Transparency

2. Investment Opportunity

2.1 Asset Classes

Asset Class	Location	Min. Investment	Horizon	Target Yield
Premium Real Estate Residential/Commercial	Valencia, Madrid, Barcelona (ES)	€10,000	3-7 years	8-10% p.a.
Naval Assets Yachts/Luxury Vessels	Mediterranean Coast (ES)	€25,000	5-10 years	10-15% p.a.
Tokenization Platform RWA Infrastructure	EU (MiCA Compliant)	€10,000	2-5 years	12-20% p.a.

2.2 Competitive Advantages

Institutional Due Diligence: Judicial-grade technical appraisal of complex assets (CTE/EHE-08 compliance, non-destructive diagnostics, structural integrity verification)
Regulated Cross-Border Structure: Full compliance with MiCA (EU), CNMV (Spain), and SEC Reg D (US) for seamless international capital raising
Transparent Tokenization: Audited smart contracts (ERC-3643), 24/7 blockchain traceability, automated quarterly distributions
Asset Protection: Full SPV compartmentalization, Estonian holding (0% corporate tax on retained earnings), Delaware legal framework for US investors
Secondary Liquidity: Regulated secondary market access from Year 3 for early exit flexibility

3. Corporate Structure & Governance

🇪🇪 Aurema Group Holdings OÜ (Estonia)
EU Holding • 0% Tax on Retained Earnings • MiCA Issuer

↓

🇪🇸 Prop Trust Verified SL
Spain Real Estate SPV

🇺🇸 Aurema Group LLC
Delaware Subsidiary • US Capital Raising (Reg D)

🇪🇸 [Naval Assets SL]
Spain Naval SPV (in formation)

3.1 Jurisdictions & Regulatory Compliance

Entity	Jurisdiction	Tax Regime	Applicable Regulation
Aurema Group Holdings OÜ	Estonia (EU)	0% on retained/reinvested profits ~22% on distributed dividends	MiCA Regulation (EU) 2023/1114 GDPR, CRS/FATCA
Prop Trust Verified SL	Spain	25% Corporate Income Tax 5% withholding on dividends (DTAA)	CNMV, Spanish Companies Act Spain-Estonia Double Tax Treaty
Aurema Group LLC	Delaware, USA	Disregarded Entity (pass-through) 0% Delaware state franchise tax impact	SEC Regulation D / Regulation S FinCEN BOI Reporting, FATCA

            Tax Note: Dividends distributed from Spain to Estonia are subject to a 5% withholding tax under the Spain-Estonia Double Taxation Agreement. Retained earnings in Estonia remain tax-deferred until final distribution to the ultimate beneficial owner.
        

4. Financial Terms & Projections

4.1 Investment Structure

Parameter	Specification
Instrument	Security Token (ERC-3643) representing proportional SPV equity
Face Value	€1.00 per token (multiples of 10,000 = €10,000 minimum)
Management Fee	1.5% p.a. on AUM (deducted pre-distribution)
Entry Fee	0%
Exit Fee	2% if redeemed before Year 3; 0% from Year 3 onwards
Distribution Frequency	Quarterly, automated via smart contract
Payment Method	EUR (SEPA) or USDC (ERC-20), investor’s choice

4.2 Financial Projections (Real Estate Example)

            Base Assumptions: Property Value €500,000 | Monthly Rent €2,500 | Annual Expenses €6,000 | Fiscal Depreciation 3% p.a. | Spanish CIT 25%
        

Item	Calculation	Annual Result
Gross Rental Income	€2,500 × 12	€30,000
(-) Deductible Expenses	IBI, HOA, maintenance	-€6,000
(-) Fiscal Depreciation	3% × €500,000	-€15,000
= Earnings Before Tax		€9,000
(-) Corporate Income Tax (25%)		-€2,250
= Distributable Profit		€6,750
Yield on €10K Investment (2% stake)	2% × €6,750 ÷ €10,000	1.35% p.a.
⚠️ Illustrative example only. Actual returns depend on occupancy rates, maintenance cycles, market conditions, and macroeconomic factors. Past performance does not guarantee future results.

5. Risk Factors

⚠️ Investment in tokenized real-world assets carries significant risks. Read carefully before committing capital.

Market Risk: Real estate and naval asset valuations are subject to economic cycles, regulatory shifts, and geopolitical factors. No capital appreciation is guaranteed.
Liquidity Risk: Tokens do not trade on regulated secondary markets during the initial 3-year lock-up. Early exit depends on counterparty availability and may require significant discounts.
Technology Risk: Despite independent smart contract audits, inherent blockchain risks exist (code vulnerabilities, network congestion, evolving crypto regulation).
Regulatory Risk: Changes in MiCA, CNMV, SEC guidelines, or cross-border tax treaties may impact structure costs, compliance requirements, or investment viability.
Counterparty Risk: Operational management relies on third-party providers (property managers, vessel operators, tech custodians). Aurema Group oversees but does not directly control all daily operations.
Cross-Border Tax Risk: Final tax liability depends on the investor’s jurisdiction of residence. Aurema Group does not provide personalized tax advice; consult your advisor before investing.
Total Loss Risk: In extreme scenarios (SPV insolvency, asset destruction, regulatory sanction), investors may lose their entire invested capital.

            Legal Disclaimer: This document does not constitute a public offering of securities. Investments are made under private placement exemptions applicable to accredited/professional investors (MiCA Art. 5, SEC Reg D 506(c), etc.). Consult an independent financial advisor.
        

6. Subscription Process

6.1 Investor Eligibility

Legal capacity to enter into binding investment agreements
Qualifies as an Accredited/Professional Investor per MiCA / local regulations:
- • Annual income > €100,000 (or >$200K / $300K joint) for past 2 years, or
- • Net worth > €1,000,000 (excluding primary residence), or
- • Institutional / Family Office with AUM > €5M
Resident in an approved jurisdiction (EU, USA, UAE, others post-KYC clearance)
Completion of EU-compliant KYC/AML verification

6.2 Onboarding Steps

Step	Action	Timeline
1	Submit inquiry via invest.aurema-group.com or WhatsApp Business	Immediate
2	Accreditation verification & KYC/AML compliance check	24-48 hours
3	Digital execution of Subscription Agreement & Risk Acknowledgement (eIDAS compliant)	1-2 days
4	Fund transfer to regulated custodial account (SEPA / Wire)	1-3 business days
5	Token issuance to investor wallet + portal access granted	24 hours post-confirmation

📞 Subscription Inquiries: +1 (332) 378 1281 | contacto@auremagroup.com
🏢 Registered Address: 1007 N Orange St, 4th Floor, Suite 2223, Wilmington, DE 19801, United States

7. Legal Disclaimers & Notices

7.1 Document Nature: This Investment Memorandum is a confidential document prepared exclusively for accredited investors who have been pre-qualified by Aurema Group. Reproduction, distribution, or disclosure in whole or in part is strictly prohibited without prior written consent.

7.2 No Public Offering: This document does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such offer or solicitation would require registration or licensing. Tokens are offered under applicable private placement exemptions.

7.3 Forward-Looking Statements: Financial projections, target yields, and estimates contained herein are forward-looking statements based on current assumptions. Actual results may differ materially due to market conditions, operational factors, and risks outlined in Section 5.

7.4 Independent Advice: Aurema Group strongly recommends that each investor consult their own legal, tax, and financial advisors prior to making any investment decision. This memorandum does not constitute personalized investment, tax, or legal advice.

7.5 Governing Law: This Memorandum and any disputes arising therefrom shall be governed by the laws of Estonia (issuer jurisdiction), without prejudice to mandatory investor protection laws of the investor’s country of residence.

            FINAL WARNING: Investing in tokenized real-world assets involves the risk of capital loss. Past performance is not indicative of future results. Only invest capital you can afford to lose entirely.
        