Mehdad / Next Bitcoin

1. Legal robustness of the Luxembourg structure : Could you confirm whether a formal Luxembourg legal opinion will be delivered at closing, covering in particular: - the enforceability of limited recourse and non-petition clauses, - the effective insolvency remoteness of the ADVANCED compartment, - and the validity of the ring-fencing vis-à-vis both the platform and other compartments?

2. Back-to-back funding mechanics : Could you provide more detail on the exact nature of the funding from the issuer to the Costa Rican entities (loan, shareholder loan, secured intercompany facility), and how repayment priority is contractually ensured vis-à-vis any other liabilities at project level?

3. Additional debt at project level : While additional debt is described as unlikely and complementary only, would it be contractually prohibited without prior disclosure and/or investor notification? Is there any hard cap or covenant preventing leverage from increasing beyond the initial risk assumptions?

4. Collateral valuation and monitoring : Beyond the initial conservative valuation (66% of fiscal value), is there any form of periodic reassessment or monitoring of collateral coverage for reporting purposes, even if no automatic top-up mechanism is foreseen?

5. Enforcement practicalities in Costa Rica : Will a formal Costa Rican legal memorandum be provided covering: - enforceability of first-ranking mortgages, - priority vis-à-vis local creditors and tax authorities, - realistic timelines and procedural steps in both uncontested and contested scenarios?

6. Security agent / trustee role : Could you clarify: - who is expected to act as security agent or trustee, - under which governing law the security agency agreement will be structured, - and whether the agent has discretion or is strictly bound by bondholder instructions upon default?

7. Absence of step-in rights : We understand and respect the philosophy of favoring asset-backed protection over complex governance. That said, has any alternative "light" protection been considered (e.g. acceleration triggers, cash sweep, enhanced reporting or cure periods) in the event of material underperformance prior to default

8. DSRA sizing and control : Will the final DSRA mechanics be fully hard-coded in the bond documentation (minimum months, permitted uses, replenishment rules), and will the DSRA be held at issuer level under Luxembourg law with restricted access?

9. Conversion into lots – legal and tax aspects : Have the legal and tax implications for non-Costa Rican investors converting bonds into lots been fully analysed (transfer taxes, stamp duties, local registration, potential withholding or indirect tax exposure)?

10. Reporting and audit scope : Could you confirm whether the annual independent audit/review will cover not only the issuer but also the key Costa Rican project entities, at least on a consolidated or agreed-upon procedures basis?

Could you please confirm the exact legal identity of the Luxembourg bond issuer (name, legal form, share capital, shareholders)?

Is the issuer a single-purpose, insolvency-remote vehicle, or does it carry other activities or risks beyond this project?

What is the exact contractual and ownership relationship between the Luxembourg issuer and the Costa Rican entities holding the land?

Could you provide a detailed list of the parcels pledged as collateral at closing, including cadastral references, surface, zoning, and individual fiscal values?

What is the rationale for using 66% of the official fiscal value, rather than an independent market valuation, as the reference for collateral coverage?

What is the effective LTV at closing, based on total bond issuance versus total pledged land value?

Is there any dynamic over-collateralization mechanism if land values decline or if additional debt is introduced at project level?

Who will be the legal holder of the first-ranking mortgage in Costa Rica (bondholders directly, a security agent, or a trustee)?

In a default scenario, what would be the realistic enforcement timeline under Costa Rican law (in months/years)?

What are the estimated enforcement and recovery costs, and how would they be funded?

Upon enforcement, would bondholders become direct owners of the land, or would ownership pass through a local SPV or fiduciary structure?

Are interest payments fully dependent on land sales, or is there a debt service reserve account (DSRA) in place?

How many months of interest payments are secured in cash at closing, if any?

What is the commercial break-even point (number of lots / minimum pricing) required to service interest and infrastructure costs?

How is the structure designed to perform if sales are delayed by 12–24 months?

Does Advanced act as a pure escrow agent, or does it have discretionary power to block or delay disbursements?

Who independently certifies the achievement of milestones, and how is independence ensured in practice?

Do bondholders benefit from any collective consent or veto rights on key matters (additional debt, changes to the master plan, asset disposals)?

What is the exact amount of cash equity invested by the sponsor to date (excluding land valuation)?

Are any developer or management fees paid before full repayment of the bonds?

Are there step-in rights or protective clauses allowing investors to replace the developer in a severe underperformance scenario?

How exactly is the conversion price into lots determined (fixed price, discount to market, future valuation)?

Are converted lots immediately buildable and transferable?

Who bears notary fees, taxes, and infrastructure costs in the event of conversion?

Will quarterly reports include: - remaining collateral value, - lots sold vs. unsold, - available cash, - outstanding senior debt, - updated downside scenarios

Will investors benefit from a right to an independent annual audit or review?