Whitepaper · Draft v0.5 · 2026-10-15

Aldeia Whitepaper

Draft v0.5, 2026-10-15. Not an offer. Numbers come from our financial model; the structure from our legal research, which counsel has not yet confirmed. Any bond sale happens only through a licensed EU crowdfunding platform (ECSP) with its Key Investment Information Sheet (KIIS). Any token sale happens only after its own offer document is published. This paper is the project memorandum behind both, not a MiCA white paper and not a KIIS. [LAWYER] marks points counsel must confirm.

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1. Summary

Aldeia (Portuguese for village, said "al-DAY-uh") buys whole apartment buildings in Portugal, rents the homes at or below 80% of the local median rent, and publishes proof of every deed, rent and audit. It is financed through one token and two doors:

• The Aldeia token (door one) is a governance token on a public blockchain that anyone can hold, without identity checks, except US and UK residents. Its sale proceeds become the 25% first-loss capital in each building, lent at 0% and repaid last. Holders vote, bindingly, on which city and building comes next. The token pays no rent, no yield and no dividend, and may lose all of its value. Every €1 of token money unlocks about €4 of capped-rent housing.
• The building bond (door two) is a €100 participating bond issued by the Portuguese company that owns one building, secured by a mortgage on it, sold only through a licensed EU crowdfunding platform to identity-checked EU/EEA residents. It pays a 1.25% fixed base coupon plus a share of the rent profit: target about 3% a year, not guaranteed, stress case 2.2%.

The law blocks exactly one thing people want from a housing token: rent paid to anonymous holders worldwide. Everything else is here. A token that is sold worldwide, pays from rent and votes is a transferable security in the EU and an investment contract in the US; selling it that way is how RealT ended. So the token is sold as what it is: a donation with a vote attached, not an investment.

Pilot: one building of about 18 flats, €4M: €1M first loss from the token, €3M bonds. Issuer of the token: a Portuguese non-profit association. Seat of the bonds: one Portuguese company per building. Controls: no money leaves escrow before the deed is registered; payouts only from an audited rent account; an independent trustee holds the mortgage; occupancy and rent collection audited and published every quarter.

2. The problem

• EU house prices rose 57.9% between 2010 and Q1 2025; rents rose 27.8% (Eurostat, Jul 2025).
• Portugal: house prices +130% over the same period, and +18.9% in the year to Q4 2025 alone (Eurostat via Eunews, Apr 2026).
• A two-bedroom flat in a Portuguese secondary city at €1,100/month needs about €3,100/month gross household income to stay under a 35% rent-to-income ratio. At our €880 it suits a household on about €2,500.
• People who live in a city rarely own any of its housing. Rising rents flow to whoever already owns the buildings.

Thousands of people will fund housing at near 0% for a visible cause if the money is safe and the proof is public: Germany's Mietshäuser Syndikat has done it for 30 years with subordinated supporter loans at 0–1%; Kiva has lent billions at 0% with about 96% repaid. Aldeia gives that instinct a global on-ramp (the token) and a regulated one (the bond).

3. Why two doors: the legal map

Portugal specifically: blockchain book-entry bonds are recognised (DL 171/2026); a public offer under €12M needs no prospectus; EU crowdfunding is capped at €5M per project owner per 12 months; the bond terms carry an exchange clause (§6c). CMVM is the expected authority for the token if the association sits in Portugal [LAWYER].

Precedent for the split: Centrifuge (CFG governance token; pool tokens are separate KYC'd securities) and Ondo (ONDO on public exchanges; yield products KYC'd and restricted). Governance tokens without economic rights eventually face pressure for value accrual; Aldeia's statutes forbid it and can only be changed with regulatory approval.

4. Entity stack

            ┌──────────────────────────────────────────────────┐
            │ ALDEIA ASSOCIATION (Portuguese non-profit)        │
            │ - issues the token, publishes the offer document │
            │ - holds proceeds in EUR bank escrow, per building│
            │ - statutes: no holder economic rights; the vote  │
            │   binds site selection; assets on wind-down go   │
            │   to a housing non-profit                        │
            │ - council: 3 independents + 1 founder seat       │
            │   (founder seat lapses after building 3)         │
            └───────────────┬──────────────────────────────────┘
                            │ 0% subordinated loan (25%, first loss)
                            ▼
  Opco (Pedro) ──manages──► BUILDING COMPANY per building (PT Lda / SA)
  at cost, 5% co-invest     - owns title, signs leases, RSAA / CIA
  in bonds, related party   - issues participating bonds via ECSP (75%)
  disclosed                 │ mortgage held by
                            ▼
                     Bondholders' trustee (representante comum, independent)
                            + independent auditor (quarterly occupancy and
                              rent-collection audit, payout reconciliation)

Rules: the association is a creditor, never an owner, which avoids the AIF problem [LAWYER]. The opco can never hold a council majority. Escrow releases need two of three independent council signatures plus the notary.

5. The token

Rights (exhaustive list):

1. A binding vote on the next city and building, from the gated shortlist.
2. A vote on priorities: the share spent on renovating vacant stock versus buying, and which new country to study.
3. A priority allocation window in each bond offer, for holders who pass the platform's identity checks [LAWYER: confirm this is not an economic benefit; if it is, it goes].
4. Read access to the full data room for every building.

It never carries: rent, dividend, fee share, staking yield, buyback, burn funded by income, redemption, a claim on treasury or buildings, or any "APY" or "rewards" programme. These exclusions sit in the association's statutes.

Words it never uses: invest, investment, returns, yield, profit, passive income, APY, backed by real estate, asset-backed, "€1 = €4 of value" (we say "€4 of housing"). Words it uses: fund, steer, vote, mission, first loss, at risk, may lose all value.

5a. Design principles (indicative; mechanics fixed in the offer document)

Why the price could rise (never to be published as a promise): fixed supply; a growing pool of housing under the vote's control; priority access to bond offers; attention. Why it will probably fall at some point: it has no cash flow. Most holders will be speculators, and KlimaDAO is the base rate. The mission must survive a 90% price fall. It does, because proceeds are converted to euro and lent into buildings at once.

5b. How the vote is gated

1. The association publishes a shortlist only of cities that pass the gate: a capped-rent tax regime or subsidy exists; an independent model run shows a stress-case yield of at least the bond coupon; local counsel has given an opinion; an operator is identified.
2. Holders vote. The winner gets the next building.
3. The council may veto only for illegality or a failed gate, with a published reason. Never on preference.
4. Country studies are funded by holder vote from the treasury. Spain is the obvious second (SOCIMI, ERIR registry, Reental precedent).

Holders vote on strategy, never on operations: per-property voting by thousands of small holders did not keep up with maintenance at Lofty.

6. The bond

6a. Thesis: why below-market rent can still pay about 3%

Buying at market and renting 20% below pays bondholders about 1.6% in Portuguese secondary cities and under 1% in Lisbon. Four levers close the gap:

Plus the RSAA regime: rent ≤ 80% of median makes rental income exempt from corporate tax.

Bank debt at about 5% lowers bondholder yield (homes earn about 2.2–2.9% on cost). Debt only if concessional (≤ 2.5%). A concessional lender (IHRU, Banco Português de Fomento) or a council land lease replacing part of the first loss would raise the multiplier from about 4× to about 6.7× [LAWYER/IHRU].

6b. Indicative bond terms

6c. Exchange clause (written into the bond terms from day one)

When 3–5 buildings are running, the plan is to pool them into one larger vehicle (a SIGI or licensed fund) with better economics (about +0.45pp) and better liquidity. Without a clause now, every holder would have to agree individually later. The bond terms therefore include:

• Offer: the issuer may offer every holder of a series an exchange into units of the pooled vehicle. The exchange is itself a new securities offer, subject to applicable offer documentation.
• Price: set by an independent valuation of the building and of the pooled vehicle, both published before holders decide.
• Opt-in: each holder chooses. Nobody is converted without consent.
• Decliners: holders who decline keep their bond on its existing terms to maturity, or are repaid early at face value (€100), at their choice. This applies only when an exchange offer is made.
• First-loss loan: converts into a junior unit class, so it stays first-loss.
• Process: a bondholders' meeting convened by the trustee, with at least 30 days to decide from publication of both valuations [LAWYER].

7. Money flow and escrow conditions

Token buyer (anywhere, not US/UK)          EU/EEA resident wanting the rent
   │ public market                             │ identity checks on the ECSP platform
   ▼                                           ▼
Association sale wallet ──≤5 days──► EUR bank escrow (named building)     €3M bonds
                                               │                              │
          released only when ALL are true:     │                              │
          (1) deed registered to the building company; land-registry code published
          (2) municipal assembly has voted the CIA benefits
          (3) independent valuation ≥ price
          (4) bond raise closed, funds in notary escrow
                                               ▼                              ▼
                     Building company: €1M subordinated 0% + €3M senior bonds → buys ~18 flats
                                               │
                     rent (≤ 80% INE median) → segregated rent account (auditor read access)
                                               │
                   opex → reserve (6 months) → 1.25% coupon + profit share to bondholders
                                               │
                     year 10 or refinancing: bonds repaid → €1M principal back to the association
                                               │
                                     holders vote on the next building

• Proceeds never sit in the token. If no building closes within 12 months, escrow stays in euro and rolls to the next candidate the holders choose. It never goes back to the team or into market-making.
• Recycling is slow: the 0% loan returns at maturity or refinancing. Each new building needs a new token round or a concessional lender.

8. Controls: why a RealT cannot happen here

9. Capital stack and pilot

Why not Lisbon first: capped rent there yields under 1%. If the token sale falls short, the building still closes at a 2.4% bond target if an impact anchor provides the 25%; that search runs in parallel.

10. Acquisition policy

• Whole buildings, existing or vacant/renovation stock, bought ~15% below market, in the city the holders chose. Renovating vacant homes adds supply and qualifies for 6% VAT on works under CIA.
• Purchase completes only after the municipal assembly has voted the CIA benefits; the CPCV is conditional on that vote and on funding, so no money is committed before it.
• Independent valuation, survey and title review; price ≤ valuation.
• Bonds issued and escrow released only after the deed is registered.
• Debt only if concessional (≤ 2.5%).

11. Rental policy

• Rent ≤ 80% of the INE municipal median per m² (RSAA), at least 20% below market.
• Rent kept at 15–35% of household income; eligibility criteria and income bands published per building (to be confirmed by counsel).
• Leases of at least 3 years (RSAA minimum). Annual increases capped at the NRAU coefficient.
• Lottery among eligible applicants when oversubscribed.
• Rent collected from households directly, into the segregated account.
• CIA and RSAA restrict selling or re-letting at market rent during the contract. Good for the mission; disclosed as a liquidity constraint.

12. Payouts (bond door)

Rent collected from households
 − vacancy and arrears
 − maintenance, insurance, property management (at cost)
 − company costs: audit, valuation, platform, trustee, admin
 − reserve top-up (≥ 6 months of coupons and costs)
 = Distributable rent cash
     1) 1.25% base coupon to bondholders
     2) remainder shared: bondholders, then manager's 20% share above a 3% payout
     0) the association's first-loss loan receives nothing until bonds are repaid;
        token holders receive nothing, ever

Hard rule: payouts never come from new investor money or from token proceeds.

13. Fees and sponsor economics

• Sponsor (Pedro Correia's operating company) manages the property at cost, disclosed as a related-party service, and co-invests 5% in each bond series.
• Sponsor earns 20% of distributable cash above a 3% payout to bondholders. Below 3%, nothing.
• Launch costs (about €150–250k before any raise, estimate) are fronted by the sponsor and reimbursed from the token sale only up to a cap disclosed in the offer document.
• Team token allocation: small, one-year cliff, four-year vesting, disclosed. No free bonds, no advisers' tokens.
• Third-party costs: platform 3–7% of the bond raise; tokenization setup €10–50k; legal setup €30–80k, then €2–5k per building company; token offer document, legal and contract audit €60–175k.

14. Governance and transparency

• The association's statutes fix: no holder economic rights (changeable only with regulatory approval); the vote binds site selection within the gate; no money moves without a registered deed and audits; assets on wind-down go to a housing non-profit.
• The bond terms fix the rent rule, the CIA/RSAA commitments, the payout waterfall, the manager-termination trigger and the opt-in exchange clause. The trustee acts for bondholders on default and runs any exchange offer.
• Every building has a public page, Proof of Home: deed code and hash, quarterly occupancy and rent-collection audits, payout reconciliations, valuation, complaint count, escrow balances and releases, and every vote.
• Tenants have a public complaint channel; the council publishes the count quarterly.

15. Risks

Token. It has no cash flow, no redemption and no claim on anything; it may go to zero. Most buyers will be speculators and the price will move on attention. Holders of governance tokens elsewhere have pushed for value accrual; here the statutes forbid it or the project stops. Crypto-asset rules are in motion in the EU and the US. The first-loss loan recycles slowly (about ten years or a refinancing). Impersonation: scams start the day a ticker is public, so none is published yet. Technology: contract bugs, chain outages, lost keys.

Bonds. About 3% is a target; stress case 2.2%; the profit share can be zero. The 1.25% base coupon is sized to be payable in the worst modelled case (1.45%) but is not guaranteed. If RSAA and CIA cannot be combined, the target falls to about 2.4–2.9%; losing either status cuts yield sharply. Breaking CIA rules within 10 years claws back 100% of the benefit (about €0.3M on a €4M building, plus property tax); the bond terms aim to make this a sponsor-default event where the law allows. The council must vote CIA benefits. If the token sale falls short and no anchor steps in, the first-loss layer shrinks and the target falls toward 2.4%. Each series depends on one building. No redemption at launch; resale needs a buyer; tradable wrappers on housing have traded 27% below asset value in stress (Civitas, 2023). The pooled vehicle may never exist. Evictions in Portugal can take months to over a year. Rules on crowdfunding, DLT securities and rent can change. Contract bugs, outages, key loss, stablecoin de-peg. Early-stage sponsor and related-party manager. Withholding tax of 28% (PT residents) or 25%/treaty rate (non-residents).

Project. Two products confuse buyers; marketing keeps them on separate pages and in separate funnels, or the token gets read as a security. The yield is Portuguese, not crypto: each new country is a new model and may fail the gate. A public market means some US buyers will exist despite the geo-block; the US position is not settled [US counsel].

16. What we say publicly now, and the roadmap

Say now: the mission and the housing problem with data; "we are setting up a non-profit association and financing buildings through regulated bonds"; the waitlist, segmented (supporter, bond investor, tenant, partner); the model's logic ("€1 of first loss unlocks about €4 of housing"). Not until the offer document: ticker, price, sale date, allocation, "whitelist", "presale", exchange names. Never: "invest in the token", "returns", "yield" or "profit" next to the token; "backed by real estate"; "guaranteed"; anything aimed at US or UK residents. No deposits, no "reserve your allocation", no pre-sale chat group.

Live progress: the project status page.

17. Team

Sponsor: Pedro Correia. Portuguese counsel, statutory auditor, independent valuer, bondholders' representative, crowdfunding platform, tokenization provider and impact anchor are being selected; each will be named on the Team page once appointed.

18. Legal notice

Information only. Not an offer to sell or a solicitation to buy any security or crypto-asset in any jurisdiction. Any bond offer will be made only through a licensed EU crowdfunding service provider and its KIIS, to eligible persons. Any token sale will take place only after its offer document is published. Neither is available to persons in the United States or the United Kingdom. Bond targets are not guaranteed; the token pays no income and may lose all of its value; you can lose money. Aldeia is a project in formation: the association has not yet been incorporated. Contact: hello@aldeiaworld.com.