Structure
Built forregulatedownership.
Foil has not been qualified by the SEC and has not engaged a broker-dealer or custodian. This page describes the architecture being designed and where each part of it actually stands.
01Where things stand
- Structure
- In development — Entity and issuer architecture under review with securities counsel.
- Regulation A
- Planned / under evaluation — Eligibility depends on the issuer and security structure ultimately adopted.
- SEC qualification
- Not yet qualified — No offering may be launched before the required qualification process completes.
- Broker-dealer
- Partner selection in progress — No partner has been engaged or announced.
- Secondary market
- Planned through regulated infrastructure — Foil does not operate an exchange or alternative trading system.
- Custody
- Partner selection in progress — Third-party custody providers under evaluation.
Statements describing Foil's intended structure, products and timelines are forward looking and remain subject to change, to applicable securities laws, and to the determinations of qualified counsel and regulated partners.
02Ownership architecture
You own the security. The vehicle owns the assets.
The operating company, the investment vehicle, the regulated intermediaries, the ownership records and the physical custody are intended to be deliberately separated, so that a failure in one layer does not reach the others.
- Investor — Holds a security, not a card. Never takes physical possession of an underlying asset.
- Foil index security — An interest in a specific investment vehicle, issued under applicable offering documents.
- Investment vehicle — A separate entity with its own assets, liabilities, governance, ledger and financial statements.
- Portfolio of authenticated assets — The physical collectibles held by that vehicle, documented at acquisition.
- Professional custody — Third-party storage, insurance and verification. Held apart from the operating company.
03Regulation A
The framework under evaluation.
Foil intends to structure any eligible offering pursuant to applicable U.S. securities laws. The initial framework being evaluated is Regulation A, including Tier 2 where appropriate.
Regulation A is sometimes described as a mini-public offering framework. Eligible Tier 2 issuers may offer up to $75 million in a 12-month period, and Tier 2 generally requires audited financial statements together with ongoing annual, semiannual and current reporting to the SEC.
An offering cannot launch until the applicable offering has completed the required qualification process. Foil has not begun one.
Regulation A eligibility depends on the issuer and the security structure ultimately adopted. It is not automatically available to every pooled investment structure.
04Vehicle structure
The company and the assets are not the same entity.
Proposed shape
- 01Foil, Inc.The operating company. Builds the product, the research and the data systems.
- 02Index vehicleA separate entity — potentially an LLC or a series structure — for each index.
- 03Underlying assetsEligible physical collectibles owned by that vehicle.
- 04SecuritiesInterests issued by the vehicle under an applicable offering structure.
What each vehicle would hold
- Its own assets
- Its own liabilities
- Its own governance
- Its own offering documents
- Its own ownership ledger
- Its own financial statements
- Its own custody records
- Its own reporting obligations
Foil's operating company would generally be distinct from the vehicles holding the underlying assets.
Final entity structure — including whether individual LLCs, a series LLC, or another issuer architecture is appropriate — must be determined by qualified securities and tax counsel. Nothing on this page should be read as a settled legal conclusion.
05Issuance
Designed for defined ownership.
Each Foil vehicle is intended to launch with a defined offering structure documented in its applicable offering materials. After the primary offering, liquidity is expected to come primarily from secondary transfers between existing investors rather than from unrestricted continuous issuance.
The intent is that demand concentrates in a defined pool of interests rather than being continuously diluted by new supply — which is a different design goal from the open-ended structures common in fractional platforms.
Final issuance mechanics will depend on applicable securities laws, the offering documents and regulated partners. Foil makes no claim that a fixed number of interests will exist in perpetuity.
06Investment Company Act
The structure matters.
Regulation A is not automatically available to every pooled investment structure. Companies that are registered, or required to register, under the Investment Company Act are generally not eligible to use it.
Foil therefore intends to obtain specialised legal analysis on how collectible-holding vehicles should be structured, and whether the underlying assets and issuer architecture fit within the applicable requirements.
This analysis is a precondition, not a formality. It may change the structure described elsewhere on this page.
07Governance
Rules before discretion.
Methodology established in advance is the mechanism that makes a portfolio auditable against something other than the constructor's own account of their reasoning.
- Index methodology established in advance
- Documented eligibility criteria
- Conflict-of-interest policy
- Related-party transaction controls
- Valuation policy
- Custody verification
- Asset acquisition approval
- Rebalancing procedures
- Removal and replacement rules
- Investor disclosures
- Audit and records retention
- Potential independent valuation committee
Approval chain
- 01Investment methodology
- 02Asset committee
- 03Compliance review
- 04Vehicle acquisition
- 05Custody verification
- 06Ongoing valuation
AI may support research and data normalisation. Consequential decisions are intended to require human review and documented approval.
08Security
Financial infrastructure without unnecessary data exposure.
The safest way to handle sensitive investor identity data is frequently not to hold it. Where regulated providers are already required to perform a function, Foil intends to let them perform it.
Handled by regulated providers
- Broker-dealer — transaction execution
- KYC / AML — identity verification
- Escrow — funds handling
- Transfer agent — ownership records
- ATS — secondary transfers, where available
- Custodian — physical asset custody
Foil intends to avoid storing Social Security numbers, government ID scans or bank credentials where a regulated provider can securely handle those functions instead.
Foil's own layer
- Encryption in transit
- Encryption at rest
- Role-based access
- Multi-factor authentication
- Audit logging
- Least-privilege access
- Secure secrets management
- Monitoring and alerting
- Incident response
- Regular dependency review
Foil's application is intended to function as the product and information layer while regulated third parties maintain the books, records, execution, custody and identity functions appropriate to their roles.
Foil does not hold any security certification and does not claim one. Any certification will be stated only once it has been earned and independently verified.