Securitization SPV

Securitization SPV

A Luxembourg securitisation vehicle that wraps private assets into custody-ready, ISIN-bearing securities distributable to professional investors across the EEA, UK, and Switzerland. From mandate to market in 2 to 4 weeks.

A Luxembourg securitisation vehicle that wraps private assets into custody-ready, ISIN-bearing securities distributable to professional investors across the EEA, UK, and Switzerland. From mandate to market in 2 to 4 weeks.

HOSTED SECURITIZATION SPV

2-4 Weeks

Mandate to market

Securities

Fully Custodial

ISIN

Issued

Minimum ticket

From EUR 25K

Active Management

Not reuired

Distribution

EEA, UK, Switzerland

HOSTED SECURITIZATION SPV

2-4 Weeks

Mandate to market

Securities

Fully Custodial

ISIN

Issued

Minimum ticket

From EUR 25K

Active Management

Not reuired

Distribution

EEA, UK, Switzerland

HOSTED SECURITIZATION SPV

2-4 Weeks

Mandate to market

Securities

Fully Custodial

ISIN

Issued

Minimum ticket

From EUR 25K

Active Management

Not reuired

Distribution

EEA, UK, Switzerland

THE PROBLEM

When your deal is ready but the infrastructure isn't

When your deal is ready but the infrastructure isn't

Your assets are identified and ready to structure.

You have a deal, a target, a term sheet. What you don't have is a compliant, bankable vehicle to put it in front of investors.

Your investors need custody-ready instruments.

Traditional structuring takes 3 to 6 months.

Every deal rebuilt from scratch.

A Securitisation SPV solves this

Custody-ready securities, ISIN, full distribution readiness — without rebuilding the structure every time.

WHAT IS IT?

Converting private assets into bankable securities

Securitization

is the process of converting private assets into securities that investors can acquire and hold through standard custody channels. It is achieved through a Special Purpose Vehicle (SPV) that acquires the underlying real or financial asset and issues a security — typically a debt instrument, or note — backed by that asset.

These Asset-Backed Notes (ABNs) are fully custodial: they carry an ISIN, are registered with a Central Securities Depository such as Clearstream or Euroclear, and can be held and settled through any bank or broker that participates in standard securities infrastructure. Investors subscribe and hold them exactly as they would any listed security.

Under the Luxembourg Law on Securitisation, the SPV can securitise a remarkably broad range of assets — private equity, venture debt, real estate, private credit, receivables, commodities, fund interests — without triggering full EU Securitisation Regulation requirements or CSSF supervision, provided the structure does not involve tranching of credit risk and issuance remains below three times per financial year.

Yooro operates an existing Luxembourg securitisation vehicle with multiple compartments. Each new deal is structured as a dedicated compartment — ring-fenced by statute, with its own assets, liabilities, and notes — giving promoters full legal isolation without the cost and time of setting up a new entity.

Securitization

is the process of converting private assets into securities that investors can acquire and hold through standard custody channels. It is achieved through a Special Purpose Vehicle (SPV) that acquires the underlying real or financial asset and issues a security — typically a debt instrument, or note — backed by that asset.

These Asset-Backed Notes (ABNs) are fully custodial: they carry an ISIN, are registered with a Central Securities Depository such as Clearstream or Euroclear, and can be held and settled through any bank or broker that participates in standard securities infrastructure. Investors subscribe and hold them exactly as they would any listed security.

Under the Luxembourg Law on Securitisation, the SPV can securitise a remarkably broad range of assets — private equity, venture debt, real estate, private credit, receivables, commodities, fund interests — without triggering full EU Securitisation Regulation requirements or CSSF supervision, provided the structure does not involve tranching of credit risk and issuance remains below three times per financial year.

Yooro operates an existing Luxembourg securitisation vehicle with multiple compartments. Each new deal is structured as a dedicated compartment — ring-fenced by statute, with its own assets, liabilities, and notes — giving promoters full legal isolation without the cost and time of setting up a new entity.

Securitization is the process of converting private assets into securities that investors can acquire and hold through standard custody channels. It is achieved through a Special Purpose Vehicle (SPV) that acquires the underlying real or financial asset and issues a security — typically a debt instrument, or note — backed by that asset.

These Asset-Backed Notes (ABNs) are fully custodial: they carry an ISIN, are registered with a Central Securities Depository such as Clearstream or Euroclear, and can be held and settled through any bank or broker that participates in standard securities infrastructure. Investors subscribe and hold them exactly as they would any listed security.

Under the Luxembourg Law on Securitisation, the SPV can securitise a remarkably broad range of assets — private equity, venture debt, real estate, private credit, receivables, commodities, fund interests — without triggering full EU Securitisation Regulation requirements or CSSF supervision, provided the structure does not involve tranching of credit risk and issuance remains below three times per financial year.

Yooro operates an existing Luxembourg securitisation vehicle with multiple compartments. Each new deal is structured as a dedicated compartment — ring-fenced by statute, with its own assets, liabilities, and notes — giving promoters full legal isolation without the cost and time of setting up a new entity.

Luxembourg Securitisation Law

One of the most flexible securitisation frameworks in the world. Permits a broad range of underlying assets, statutory compartment ring-fencing, and distribution to professional investors without a CSSF-approved prospectus under the EU Prospectus Regulation exemption.

0
1
.
0
1
2
3
4
5
6
7
0
0
+

Active securitisation vehicles in Luxembourg

0
1
2
3
0
%

EU securitisation market share

0
Days

To issue within an existing SPV compartment

Luxembourg Securitisation Law

One of the most flexible securitisation frameworks in the world. Permits a broad range of underlying assets, statutory compartment ring-fencing, and distribution to professional investors without a CSSF-approved prospectus under the EU Prospectus Regulation exemption.

0
1
.
0
1
2
3
4
5
6
7
0
0
+

Active securitisation vehicles in Luxembourg

0
1
2
3
0
%

EU securitisation market share

0
Days

To issue within an existing SPV compartment

How it works

Originators

1. Design

2. Distribute

3. Raise

4. Invest

5. Manage

6. Liquidate

Investors

How it works

Originators

SVG Path Shimmer

Connect a graphic layer using the handle or upload an SVG file.

1. Design

2. Distribute

3. Raise

4. Invest

5. Manage

6. Liquidate

Investors

How it works

Originators

1. Design

2. Distribute

3. Raise

4. Invest

5. Manage

6. Liquidate

Investors

TYPICAL USE CASES

TYPICAL USE CASES

One Structure, Many applications

One Structure, Many applications

Startup Equity Raise

Fund Distribution

Real Asset Monetisation

Syndicate vehicle

Wrap equity or SAFE into a bankable note accessible to EEA professional investors via their private bank.

87%

Weekly consistency

Startup Equity Raise

Fund Distribution

Real Asset Monetisation

Syndicate vehicle

Wrap equity or SAFE into a bankable note accessible to EEA professional investors via their private bank.

87%

Weekly consistency

SPV SECURITIZATION STRENGHTS & CONSTRAINTS

Know what you're working with

Strenghts

Fastest time to market.

Within an existing Yooro SPV compartment, notes can be issued in days to weeks. No new entity setup required.

Fully custodial securities.

Notes carry an ISIN and are registered with Clearstream or Euroclear. Investors hold them through their bank or broker like any other security.

Distribution-ready across jurisdictions.

Notes can be distributed to professional investors across the EEA, UK, and Switzerland without a CSSF-approved prospectus, under the EU Prospectus Regulation exemption.

Lower minimum ticket.

The pooled structure allows participation from EUR 25K, opening the deal to a much wider pool of professional investors than direct investment would permit.

Constraints

Assets must be identified at structuring.

The SPV acquires a defined asset. It is not suitable when the underlying investment has not yet been sourced or when ongoing discretionary asset selection is required.

No active portfolio management.

The structure is static by design. It wraps and holds; it does not manage a dynamic portfolio.

Issuance frequency limit.

To avoid triggering CSSF supervision, issuance should remain below three times per financial year for a given vehicle.

Not designed for broad retail distribution.

Notes can technically reach retail investors under certain prospectus exemptions, but the default target is professional investors under MiFID II.

If your assets are not yet identified and you need ongoing discretionary management:

If your assets are not yet identified and you need ongoing discretionary management:

HOW IT WORKS

From design to investor subscription

We review the scope, define key objectives, and align the project team on the path ahead.

We review the scope, define key objectives, and align the project team on the path ahead.

Create your account or log in to access the platform.

3 Examples to make it actionable

3 Examples to make it actionable

Startup Raise
Cross-border equity raise for a Brazilian startup
A Brazilian startup wants to raise EUR 3 million from Portugal-based investors. Through Yooro, a Luxembourg SPV issues an EEA-compliant note with an ISIN. Portugal-based investors subscribe through their bank. Yooro uses the proceeds to acquire the startup's equity via a Share Purchase Agreement or SAFE, then manages the note through its full lifecycle — investor reporting, corporate interactions, and final distributions on exit.
Fund distribution
EEA feeder for a US venture fund
Family office syndication
Private credit deal flow for a family office

From asset to bankable EU security in 3 steps

01
Tell us about your asset or deal.
15 minutes. We assess the structure and select the right securitization vehicle for your case, hosted (shared Luxembourg SPV) or dedicated (your own SPV).
No commitment. We tell you exactly what's possible.
02
We issue EU debt notes with ISIN.
03
We run everything from here.

REGULATORY PARAMETERS

For those who want the full detail

Key features of the Luxembourgframework relevant to this structure.

EU Prospectus Regulation exemption

Notes issued by a Luxembourg securitisation vehicle can be marketed to professional investors across the EEA under Article 1(4)(a) of Regulation (EU) 2017/1129, without a base prospectus approved by the CSSF.

No CSSF supervision (below threshold)

A Luxembourg securitisation vehicle does not require direct CSSF supervision as long as it does not issue debt securities to the public on a regular basis, defined as fewer than three issuances per financial year.

Statutory compartment ring-fencing

Under the Luxembourg Law on Securitisation, each compartment is legally isolated. Its assets and liabilities are separated from every other compartment within the same vehicle, providing full creditor segregation and bankruptcy remoteness.

Asset eligibility

The Luxembourg regime permits securitisation of a broad range of assets including equity, private debt, real estate, commodities, fund interests, currencies, and precious metals — going significantly beyond the narrow credit-risk repackaging scope of standard STS securitisation.

EU Prospectus Regulation exemption

Notes issued by a Luxembourg securitisation vehicle can be marketed to professional investors across the EEA under Article 1(4)(a) of Regulation (EU) 2017/1129, without a base prospectus approved by the CSSF.

No CSSF supervision (below threshold)

A Luxembourg securitisation vehicle does not require direct CSSF supervision as long as it does not issue debt securities to the public on a regular basis, defined as fewer than three issuances per financial year.

Statutory compartment ring-fencing

Under the Luxembourg Law on Securitisation, each compartment is legally isolated. Its assets and liabilities are separated from every other compartment within the same vehicle, providing full creditor segregation and bankruptcy remoteness.

Asset eligibility

The Luxembourg regime permits securitisation of a broad range of assets including equity, private debt, real estate, commodities, fund interests, currencies, and precious metals — going significantly beyond the narrow credit-risk repackaging scope of standard STS securitisation.

DECISION GUIDE

When a Securitization SPV is the better fit

COMPARISON CRITERIA

Securitization SPV

Asset identified at structuring

Active Portfolio

Bank Custody Eligibility

Distribution

Speed to first issuance

Minimum Ticket

HOSTED

Securitization SPV

Required

Not Permitted

Fully Custodial

EEA, UK, Switzerland

Days to weeks

From EUR 25K

HOSTED

Sub-Threshold
AIF

Not Required

Permitted

Not Available

Limited (NPPR Only)

2-4 Weeks

Typically higher

DECISION GUIDE

When a
Securitization SPV
is the better fit

HOSTED

Securitization SPV

Asset identified at structuring

Active Portfolio

Bank Custody Eligibility

Distribution

Speed to first issuance

Minimum Ticket

Required

Not Permitted

Fully Custodial

EEA, UK, SUI

Days to weeks

From EUR 25K

HOSTED

Sub-Threshold AIF

Asset identified at structuring

Active Portfolio

Bank Custody Eligibility

Distribution

Speed to first issuance

Minimum Ticket

Not Required

Permitted

Not Available

Limited (NPPR Only)

2-4 Weeks

Typically higher

DECISION GUIDE

When a
Securitization SPV
is the better fit

HOSTED

Securitization SPV

Asset identified at structuring

Active Portfolio

Bank Custody Eligibility

Distribution

Speed to first issuance

Minimum Ticket

Required

Not Permitted

Fully Custodial

EEA, UK, SUI

Days to weeks

From EUR 25K

HOSTED

Sub-Threshold AIF

Asset identified at structuring

Active Portfolio

Bank Custody Eligibility

Distribution

Speed to first issuance

Minimum Ticket

Not Required

Permitted

Not Available

Limited (NPPR Only)

2-4 Weeks

Typically higher

The OS for private capital markets is ready to run your deal.

Book a call with our team to scope your securitization. No commitment required. No legal jargon. Just a direct conversation about your deal

The OS for private capital markets is ready to run your deal.

Book a call with our team to scope your securitization. No commitment required. No legal jargon. Just a direct conversation about your deal