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Official META Token white paper for crypto-assets other than asset-referenced tokens or e-money tokens.

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General information

02 Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114

This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The person seeking admission to trading of the crypto-asset is solely responsible for the content of this crypto-asset white paper.

03 Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114

This crypto-asset white paper complies with Title II of Regulation (EU) 2023/1114 of the European Parliament and of the Council and, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.

04 Statement in accordance with Article 6(5), points (a), (b), (c), of Regulation (EU) 2023/1114

The crypto-asset referred to in this crypto-asset white paper may lose its value in part or in full, may not always be transferable and may not be liquid.

06 Statement in accordance with Article 6(5), points (e) and (f), of Regulation (EU) 2023/1114

The crypto-asset referred to in this white paper is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council or the deposit guarantee schemes under Directive 2014/49/EU of the European Parliament and of the Council.

SUMMARY

07 Warning in accordance with Article 6(7), second subparagraph, of Regulation (EU) 2023/1114

This summary should be read as an introduction to the crypto-asset white paper.The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone.The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law.This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.

08 Characteristics of the crypto-asset

The crypto-asset referred to in this white paper is the META Token (“Token”). The Token is the governance token of MetaDAO (“DAO”), a decentralized community developing the MetaDAO Protocol (“Protocol”), which is accessible through the MetaDAO platform (“Platform”). The Protocol is a META-Token powered governance infrastructure that organizes the DAO’s governance through market-based “futarchy” mechanisms. Under this model, governance decisions are driven by Token holders providing price signals rather than conventional token-holder voting (see Section D.04 below for further information). The Token does not represent nor confer any ownership, equity interest, participation, corporate governance rights, or any rights beyond the programmatic functionalities expressly described herein, nor any entitlement to business revenues, profit sharing, or other similar economic benefits in relation to the Platform, the Company, or any other entity or individual.

10 Key information about the offer to the public or admission to trading

MetaDAO LLC (“Company”), a company incorporated and domiciled in Marshall Islands, seeks admission of the Token on trading platforms operating within the European Union (“EU”) and/or the European Economic Area (“EEA”) (“Trading Platforms”).

Part A — Offeror / person seeking admission to trading

A.12 Members of the management body

A.13 Business activity

The Company’s purpose is to develop Solana-based products and services, as well as such other activities as may be determined through the Protocol’s futarchy-based governance mechanisms.

A.17 Financial condition since registration

Financial aspect

Non-financial aspect

The Platform has facilitated the raising of 40M+ for other businesses via the Protocol.

Part B — Issuer (if different)

The issuer is the same as the offeror / person seeking admission to trading (MetaDAO LLC). Fields B.2–B.12 are not applicable.

Part C — Trading platform operator / other drafters

Not applicable. This white paper is drawn up by the person seeking admission to trading (MetaDAO LLC), not by a trading-platform operator or another Article 6(1) drafter.

Part D — Token project

D.4 Crypto-asset project description

MetaDAO Protocol – The Protocol is the first futarchy governance infrastructure, in which result of governance decisions is determined by market signals rather than conventional voting mechanisms. Under this model, DAO resolutions are reached through the following process:
  • Creation of Proposals: DAO members can submit proposals, provided that they stake a specified amount of Tokens as required by the Protocol.
  • Creation of Pass and Fail Markets: For each proposal, the Protocol establishes two corresponding markets: a “pass” market and a “fail” market.
  • Creation of Conditional Tokens: DAO members may engage in these markets by minting conditional tokens through dedicated vault mechanisms, including pMETA (representing a “pass” outcome) and fMETA (representing a “fail” outcome).
  • Creation of Market-Based Decision: In both the pass and fail markets, participants place bids and offers reflecting their expectations regarding the outcome of the proposal. For instance, a participant expecting that a proposal to be approved would purchase pMETA and sell fMETA, directly expressing that view through market activity.
Once the relevant governance decision-making period closes, the governance proposal’s outcome is determined by a time-weighted average price (TWAP): a proposal passes only if the TWAP of the pass market exceeds that of the fail market. Accordingly, proposals are implemented where market participants collectively expect them to have a positive effect on the overall project. MetaDAO — The DAO, comprising Token holders, governs all decisions relating to the Token supply, DAO’s treasury expenditures, and matters concerning the Protocol’s intellectual property. $META — The purpose of the Token is to enable Token holders to access the Protocol and participate in the DAO’s governance. The Protocol and the Token are designed such that Token holders do not have any rights in relation to the Company’s decision-making processes, including, for example, corporate governance decisions such as the election of board members or the approval of mergers and acquisitions.

D.5 Persons involved in implementation of the crypto-asset project

D.8 Plans for the token

Past milestones

  • Public Testnet of the Platform: November 2023
  • Token Generation Event: November 2023
  • Public Airdrop: November 2023
  • Public Token Sale: None

Future milestones

Admission on Trading Platforms operating within the EU / EEA: The date has not yet been determined, but in any case, it will take place only after the publication of the white paper (see F.09).

D.9 Resource allocation

The Company has completed financing rounds totaling USDC 13.1 million by October 2025. The financial resources have been primarily allocated to human and technical resources for the development, operation, and expansion of the Protocol, as well as the Platform. This includes financing core engineering, infrastructure provisioning, and ongoing security audits. Additional funds may be directed towards ecosystem growth initiatives, such as supporting developers and educational efforts to expand community participation.

Part E — Offer to the public / admission to trading

E.2 Reasons for public offer or admission to trading

The Token serves as the governance token of the DAO. The admission of the Token to trading aims to make it accessible among potential DAO participants, enabling them to fully engage with and benefit from the Protocol and the Platform.
E.3–E.11 (fundraising / issue price): Not applicable. This white paper relates solely to admission to trading under Article 5 of MiCA and does not relate to a public offering.

E.14 Holder restrictions

Trading Platforms, in accordance with applicable laws and their internal policies, may impose restrictions on Token buyers and sellers. These may include, among others, the successful completion of Know Your Customer (KYC) procedures, Anti-Money Laundering (AML) checks, and measures to combat the financing of terrorism (CFT).

E.24 Payment methods for other token purchase

The method of payment to buy and sell the Token on the Trading Platform is determined and set by the Trading Platforms and is not controlled, influenced, or governed by the Company.

E.27 Transfer of purchased other tokens

The purchased Tokens can be transferred to or from the purchaser’s compatible wallet or technical device as designated by the Trading Platforms. The Company bears no responsibility for any transfers of the Token between buyers and sellers conducted on the Trading Platforms.

E.28 Transfer time schedule

The transfer of the Token from the seller’s wallet or device to the buyer’s wallet or device may not occur immediately. The Company has no control over the timing of such transfers.

E.29 Purchaser’s technical requirements

Token holder must comply with the technical requirements specific to the Trading Platforms on which the Token is admitted to trading, which may include the following:
  • A compatible digital wallet or account on supported Trading Platforms
  • Internet access

E.33 Trading platforms name

Admission to trading is or might be sought on different Trading Platforms operating within the EU/EEA, including Kraken, Bitstamp, OKX, or MiCA CASP such as Coinbase. Users should check their own Trading Platforms to see if the Token is supported.

E.34 Trading platforms market identifier code (MIC)

E.36 Involved costs

The use of services offered by Trading Platforms may involve costs, including transaction fees, withdrawal fees, and other charges, which should be notified to users in advance. These costs are determined and set by the respective Trading Platforms and are not controlled, influenced, or governed by the Company.

E.39 Applicable law

Seeking admission to trading of the Token shall be governed by the laws and regulations of the Republic of the Marshall Islands, where the Company, as the person seeking admission to trading is incorporated, as well as the European Union law, including Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCAR) together with any mandatory provisions of applicable national laws of the respective Member States (to the extent the latter do not contradict mandatory provisions of EU law). Once the Tokens are trading, the legal relationship and applicable law between the Trading Platforms and their users shall be determined on the basis of the law governing the contract between them and the applicable mandatory provisions of EU law. Nothing in this whitepaper shall deprive any consumer located in the EU or EEA of the mandatory rights conferred on that consumer by the consumer-protection legislation of his or her country of habitual residence, if applicable.

E.40 Competent court

The courts of the Republic of the Marshall Islands constitute a proper and convenient forum for disputes, claims or proceedings related to the person seeking admission to trading as it is incorporated in that jurisdiction. Any disputes arising in connection with the seeking of admission to trading of the Token that are between the Company and the respective Trading Platform for crypto-assets shall be determined by the respective competent court depending on the contractual arrangement (if any) between the parties and the mandatory provisions of applicable law. The competent court for any disputes between Trading Platforms and their users shall be determined on the basis of the contract between them and the applicable EU law. If you are an EU or EEA consumer, you may bring any judicial proceedings before the competent court of your place of residence.

Part F — Token information

Part G — Rights and obligations

G.1 Purchaser rights and obligations

The Token does not confer any rights or entitlements to its holders. Instead, the Token solely provides access to the Protocol and enables participation in the decentralized governance of the DAO.

G.18 Applicable law

The Tokens do not give rise to obligations or direct rights enforceable against their issuer. The Token is governed by the applicable laws and regulations of the Republic of the Marshall Islands where the Company is incorporated. Nothing in this whitepaper shall deprive any consumer located in the European Union or European Economic Area of the mandatory rights conferred on that consumer by the consumer-protection legislation of his or her country of habitual residence, if applicable.

G.19 Competent court

The courts of the Republic of the Marshall Islands constitute a proper and convenient forum for disputes, claims or proceedings related to the creation of the tokens as the Company is incorporated in that jurisdiction. EU or EEA consumers may be able to bring any judicial proceedings before the competent court of their place of residence.

Part H — Underlying technology

H.2 Protocols and technical standards

  • Solana Program Library (SPL): The Token adheres to the SPL token standard, the Solana blockchain’s equivalent of ERC-20 used within the Ethereum blockchain. This standard ensures compatibility with Solana’s ecosystem, including decentralized exchanges (DEXs), wallets, and decentralized applications (dApps).
  • Anchor v0.29.0: Development framework for building Solana programs (smart contracts). See anchor-lang.com/docs.
  • Solana Verified Builds with Security Text: A self-adhered standard amongst the Solana ecosystem, whereby the code deployed can be matched to a version control system whereby any person may build and trust the source is the source. See solana-verifiable-build.
  • Squads Multisig: Best practice for managing program deploys and upgrades to ensure no one individual has unilateral control over the protocol.

H.3 Technology used

  • RPC: Helius and Triton RPC providers for aggregating, indexing, and displaying historical and current Solana account state
  • APIs: Internal and external APIs for data retrieval, storage, and display — a mixture of on-chain state and self-contained state enriching on-chain data
  • Cloud computing / infrastructure: Infrastructure to operate data collection and display, as well as monitoring, alerting, and frontend access to the on-chain application (smart contract / program)
  • Vercel: Frontend application hosting with direct access to the on-chain program and wallet interface; also provides DNS routing, geofencing, and DDoS protection
  • GitHub: Version control system used to manage all applications developed for the Protocol, including CI/CD integrations for program deployment
  • Squads: Multisig program used to deploy and manage programs as an operational security best practice

H.4 Consensus mechanism

  • Proof of History (PoH): A unique innovation of the Solana blockchain — PoH serves as a cryptographic timestamp that establishes a historical record of transactions. PoH optimizes transaction validation by enabling nodes to agree on the order and time of transactions without extensive communication overhead, allowing for high-speed processing.
  • Proof of Stake (PoS): Solana’s network operates on a PoS consensus mechanism, where validators are selected based on the number of SOL tokens staked. This mechanism enhances security, energy efficiency, and scalability by requiring validators to commit resources to participate in the network.

H.5 Incentive mechanisms and applicable fees

Solana Blockchain The Solana blockchain operates on a proof-of-stake model (see H.04) under which validators and delegators are incentivized through staking rewards derived from protocol issuance and transaction fees. Validators earn rewards for producing blocks and participating in consensus, while delegators receive a reward for indirectly participating in securing the network.

H.9 Audit outcome

Audits have been conducted in the past and security issues around permissions and account state, token validation and access, as well as around conditional validation have been identified and resolved. Full audit reports: metaDAOproject/programs/audits

Part I — Risks

Listing Risk

The Company, its affiliates, directors, and officers shall not be held liable for any damages, losses, costs, fines, penalties, or expenses of any kind – whether or not reasonably foreseeable by the Company or the Token holder – that the Token holder may suffer, sustain, or incur in connection with, or as a result of, the Token not being listed on a Trading Platform.

General Contractual and Counterparty Risk

The Company does not operate, control, oversee, or manage the functioning of crypto-asset services providers as defined under MiCA (“CASP”) operating within the EU/EEA and Trading Platforms (together with CASPs, the “Exchanges”), where the Token will be admitted for trading or listed.

Multiple White Paper Risk

Token holders understand that any third party can decide to draft and publish a MiCA white paper about the Token (“Spontaneous White Paper”). The publication of these Spontaneous White Papers does not imply any endorsement by the Company that the Spontaneous White Papers are complete, correct, fair, clear and not misleading.

Spontaneous Admission to Trading Risk by Trading Platform

Third parties can elect to admit the Token on their Trading Platforms without any request, authorization or approval by the Company or anyone else. Pursuant to article 5 (2) of MiCA, Trading Platforms are responsible for ensuring compliance with all applicable laws, especially MiCA requirements with respect to the spontaneous admission of the Token to trading. The Company, its affiliates, directors, agents and officers shall not be held liable for these spontaneous admissions to trading.

Exchanges Risk

When Token holders buy or sell Token on the Exchanges, the Company does not serve as a contractual party or counterparty to the transaction. Consequently, any legal relationship concerning these Exchanges is subject to their own terms and conditions. The Company, and its service providers, assume no responsibility for the operations, services, or outcomes associated with any transactions or activity on the Exchanges. The Company makes no representations or warranties regarding any Exchange itself and disclaims all responsibility or liability for any regulatory, compliance, operational, financial, technical, or reputational failures that may adversely affect its activities.

Pausing and Delisting Risk

The Company cannot and does not guarantee that the Token will remain listed or tradeable on any of the Exchanges. Delisting (or the temporary pausing of such listing) on any of the Exchanges could significantly hinder the ability of Token holders to buy, sell, or otherwise transact in Token. In the event of delisting, Token holders may face challenges in finding alternative markets or counterparties willing to trade or transact in the Token, which could impact on the liquidity and market value of Token. The Company, its affiliates, directors, agents and officers shall not be held liable for any losses or damage arising from the suspension, removal, or delisting of the Token from any Exchange.

Trading Risk

The Company does not control the secondary markets. There can be no representations nor warranties as to the secondary market (if any) in Token. It cannot and does not guarantee the depth, stability, or sustainability of any secondary market for Token. Limited market depth or trading activity may result in reduced liquidity, increased price volatility, and challenges in buying or selling the Token at desired prices. The Company also cannot and does not guarantee the healthy and consistent availability of buying or selling opportunities for the Token or the integrity of the market price. Trading activity may be affected by manipulative practices such as wash trading, front-running, and similar schemes. While Exchanges and other Trading Platforms may be subject to varying regulatory frameworks that may or may not prohibit such practices and impose oversight to detect and deter them, the Company assumes no responsibility or liability for their effective prevention or enforcement.

Operational and Technical Risk

The Exchanges operate interfaces that allow users to trade crypto-assets for or other crypto-assets. The reliance on any Exchanges’ internal system for asset storage and transfer adds an additional layer of counterparty risk, as users are exposed to potential operational, technical, or human errors during these processes, including the following:
  • Trades on an Exchange may be executed based on a centralized matching algorithm and are often recorded off-chain, meaning they are not directly related to transparent on-chain transfers of crypto-assets, and could dissimulate detrimental trade matching or rogue practices. The traded assets are recorded solely on the Exchange’s internal ledger, with each internal ledger entry corresponding to an offsetting trade involving either government currency or another crypto-asset.
  • Funds deposited by users for trading may be comingled by the Exchanges, rather than stored in unique wallet addresses for each user. This practice results in the centralization of a large volume of assets in a single location, which in turn increases the potential risk of damage or theft, particularly in the event of a hack or security breach.
  • Furthermore, users who wish to trade or withdraw their Token may be required to deposit them into the Exchange, increasing the risk of loss in the event of a failure of the deposit or withdrawal Token processes set up by an Exchange.

Unanticipated Risks

In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections I.01 to I.05. The person seeking admission to trading, i.e., the Company is simultaneously the entity controlling the technical minting of the Token. As such, the person seeking admission to trading qualifies as the issuer within the meaning of article (3) (1) (10) of MiCA. Given that the issuer and the person seeking admission are the same entity, and for the sake of consistency, statements related to the issuer shall be deemed as statements related to the person seeking admission, i.e., the Company.

Abandonment/Lack of Success Risk

The Protocol and related activities may be partially or totally abandoned for several reasons including, but not limited to, the lack of interest from the public, incapacitation or withdrawal of Token key developers and project supporters, force majeure (including pandemics and wars) or lack of commercial success or prospects.

Change Risk

The Protocol may evolve over time. This could involve pivoting from the original vision of the Protocol or modifying how the vision and objectives are executed. Such changes may be driven by market conditions, regulatory development, technological advancements, or strategic decisions by Protocol contributors. While adaptation and change can foster innovation, it also introduces risks, including shifts in value proposition and potential misalignment with prior expectations.

Partner Risk

The implementation of the Platform and Protocol depends strongly on the collaboration and functioning of services provided by several third parties, core contributors, activities of the legal entities associated with the project and other crucial ecosystem partners. Loss or changes in the project’s leadership, key partners, and other service providers can lead to disruptions, loss of trust, reputational damage, or even complete project failure. The Company cannot and does not guarantee that the Platform and the Protocol will remain operational in perpetuity. Crypto-assets and blockchain technologies are subject to an evolving regulatory landscape worldwide. Regulations vary widely across jurisdiction and may be subject to significant changes, which would lead to changes with respect to the trading of the Token. Changes in laws or regulations may negatively impact on the value, legality, or functionality of the Token. Non-compliance with changing or newly formed regulations can result in investigations, enforcement actions, penalties, fines, sanctions, or the prohibition of trading of Token, impacting the Platform and/or Protocol’s viability and market acceptance. The Company, core contributors, or other ecosystem partners could be subject to private litigation. Additionally, any legal uncertainties, potential lawsuits, or adverse legal rulings can pose significant risks to the project. Legal challenges may ultimately affect the legality, usability, or value of the Token.

Reputational Risk

There could be a risk of negative publicity related to the Platform and/or the Protocol and its affiliated legal entities, whether due, without limitation to operational failures, security breaches, or association with illicit activities, all of which can damage the ecosystem reputation and, by extension, the value and usability of the Token.

Operational Risk

Any failure to develop or maintain effective internal control or any difficulties encountered in the implementation of such controls could harm the operations of the Company, causing disruptions, financial losses, or reputational damage.

Competition Risk

Similar crypto-assets projects may enter the market at any time. The effect of existing, new or additional competition on the Token or its market price cannot be predicted or quantified. Competitors may have significantly greater financial, legal, and technical resources than the Company and there is no guarantee that the project will be able to compete successfully, or at all, with such competitors.

Unanticipated Risks

In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections I.01 to I.05.

Market Risk

Crypto-assets, including the Token, are highly volatile, with prices subject to significant fluctuations in short periods due to market sentiment, regulatory news, technological advancements, and macroeconomic factors, which increases the risk of sudden and substantial losses. Such valuation risk arises as the market value of a crypto-asset may not always reflect its underlying utility or fundamentals and is subject to subjective assessment. Potential Token holders are thus exposed to potential losses due to the Token’s:
  • Potential fluctuations in value, driven by various factors such as supply and demand dynamics, Token purchasers’ and holders’ sentiment, and broader market trends, including changes in interest rates, general movements in local and international markets, technological advancements, regulatory changes, and media coverage. Notably, momentum pricing of crypto-assets has previously resulted, and may continue to result, in speculation regarding future appreciation or depreciation in the value of such assets, further contributing to volatility and potentially inflating prices at any given time.
  • Liquidity risk, where a lack of depth in secondary markets – if any – or limited trading volumes can hinder the ability to execute trades at favorable prices, which could lead to significant losses, especially in fast-moving market conditions. As a result, Token holders may experience challenges in managing their holdings, with the value of the asset subject to unpredictable fluctuations and potential depreciation.
  • Solvency and collateral risk, if the Token is used to finance further activities, especially in leveraged positions or as collateral for loans. Significant fluctuations in the value of the Token could adversely affect the solvency of its holder, particularly if the Token is pledged as collateral. A drastic decline may trigger margin calls or automatic liquidations, which could further depress Token’s price creating a negative feedback loop. This volatility poses the risk of forced asset sales, potentially resulting in substantial losses for the holder and amplifying downward pressure on the market price of the Token.

Custodial Risk

The method chosen to store the Token, like any crypto-asset, carries inherent risks related to the security and management of the storage solution. The chosen storage method – whether hot or cold wallets, or centralized custody – can significantly impact the safety, liquidity, and accessibility of the Token, with direct consequences for the holder’s ability to access, trade, or retain their assets.

Scam Risk

Token holders may be subject to the risk of loss resulting from a scam or fraudulent schemes perpetrated by malicious actors targeting Token holders. These scams include, but are not limited to, phishing or social engineering on social Platforms or by email, fake giveaways, identity theft or impersonation of key contributors to the Platform, creation of fake Tokens, offering fake Token airdrops, among others. Token holders, recipients and purchasers should always verify and confirm that they are interfacing with legitimate websites, personnel, and other assets associated with the Platform.

Anti-Money Laundering / Counter-Terrorism Financing (AML/CTF) Risk

Crypto-asset wallets holding Token or transactions in Token may be used for money laundering or terrorist financing purposes or attributed to a person or entity known to have committed or is associated with such offenses. Consequently, there is a risk that a public wallet address holding Token could be flagged in relation to AML/CTF efforts. In such cases, receiving Tokens could result in a holder’s address being flagged by relevant authorities, Exchanges, or other service providers, which may lead to restrictions on transaction or the freezing of a holder’s assets. Token holders may thus face legal or regulatory challenges if their address becomes associated with illicit activities, impacting their ability to freely access, trade, or transfer their tokens.

Taxation Risk

The taxation regime that applies to the trading of Tokens by either individual holders or legal entities will depend on each Token holder’s jurisdiction. The Company cannot and does not guarantee that the holding of the Token, the receipt of the Token, conversion of fiat currency against the Token, or other conversion of other crypto assets against the Token, will not incur tax consequences. It is the Token holder’s sole responsibility to comply with all applicable tax laws, including, but not limited to, the reporting and payment of income tax, wealth tax, capital gains tax, or other similar taxes arising in connection with the appreciation and depreciation of the Token.

Market Abuse Risk

The market for crypto-assets is rapidly evolving, spanning local, national, and international Platforms with an expanding range of assets and participants. Any market abuse, along with a potential loss of confidence among holders, could adversely impact the value and stability of the Token. Notably:
  • Significant trading activity may take place on systems and Platforms with limited oversight and predictability. Sudden and rapid changes in the supply or demand of a crypto-asset, particularly those with low market capitalization or low unit prices, can result in extreme price volatility.
  • Additionally, the inherent characteristics of crypto-assets and their underlying infrastructure may be exploited by certain market participants to engage in abusive trading practices such as front-running, spoofing, pump-and-dump schemes, and fraud across different Platforms, systems, or jurisdictions.
There is a lack of regulatory harmonization globally, which results in diverging regulatory frameworks. Regulations related to crypto-assets remain in flux globally with possible further regulatory evolution in the future. Divergent and shifting regulation could negatively impact the value, utility and overall viability of the Token. Specifically:
  • While Token is characterized as a token used to access and interact with the Platform, certain non-EU regulators may nevertheless classify the Token as a security, financial instrument, or payment instrument under their respective legal frameworks. Such classifications could impose specific regulatory constraints, leading to significant changes in how the Token is structured, purchased, or traded.
  • Evolving regulations could substantially increase compliance costs and operational burdens relating to facilitating transactions in the Token.
  • New or restrictive regulations could result in Token losing functionality, depreciating in value, or even becoming illegal or impossible to use, buy or sell in certain jurisdictions.
  • Regulators could take enforcement action against the Company, if they determine that the Token constitutes a regulated instrument that has been issued in a non-compliant manner or that the activities of the project, its core contributors or other ecosystem partners violate existing laws. Such actions could expose such parties to legal and financial penalties, including civil and criminal liability.

Unanticipated Risks

In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections I.01 to I.05.

Novel Ecosystem Risk

The Protocol, the Platform and its ecosystem are built on emerging and rapidly evolving technologies, which inherently carry significant risks. The underlying software, blockchain infrastructure, smart contracts, and related technologies are still in their early stages of development, meaning there is no guarantee that the process of receiving, using or holding the Token will be uninterrupted or error-free. As with any novel technology stack, there is an inherent risk that the underlying blockchain, smart contracts, novel technical features, or associated components may contain weaknesses, vulnerabilities, or bugs, despite audits being conducted. Such issues could lead to unintended behaviors, security breaches, or critical failures, potentially resulting in the partial or complete loss of the Token or their functionality or the inability to access or use the services of the Platform and/or the Protocol. Furthermore, unforeseen technical limitations, incompatibilities, or the emergence of superior alternatives could further impact the stability, security, and long-term success and viability of the Platform and/or Protocol ecosystem.

Dependency Risk

The Platform and the Protocol rely on third-party technologies, infrastructures, which could impact its functionality, security, and long-term sustainability. Any disruptions, vulnerabilities, regulatory scrutiny or changes in the Platform or the Protocol may result in a negative effect on the Token. This reliance on external infrastructure increases systemic risk, as unforeseen issues in third-party infrastructure could cascade into disruptions in the ecosystem.

Reliability Risk

There is a risk that the key features and services of the Platform and of the Protocol may not always function properly, negatively affecting the community’s perception of the Platform and the Protocol and its underlying technology and in turn, affecting the value of the Token. The Platform and the Protocol will be deployed strictly on an “as is” and “as available” basis without any representations, warranties or guarantees of any kind, whether express or implied. The Company cannot and does not warrant that the Token, the software code of the Token, or the Platform are reliable current or error-free, free of viruses or other harmful components.

Unanticipated Risks

In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections I.01 to I.05. The person seeking admission to trading and its affiliate, directors, agents and officers shall not be responsible or liable for any damages, losses, costs, fines, penalties or expenses of whatever nature, whether reasonably foreseeable by them and the potential Token holder, and which the Token holder, may suffer, sustain, or incur, arising out of or relating to the technical risks outlined below or a combination thereof.

Cybersecurity Risk

The Token - including the Protocol and the Platform infrastructure, underlying technology such as smart contracts, wallets and other components - may be vulnerable to cyberattacks. Malicious actors may exploit software vulnerabilities, attack consensus mechanisms, or compromise private keys to gain unauthorized access to the Token. Risks include hacking attempts on the Protocol, the Platform, smart contract exploits, phishing attacks, malware infections, and other forms of cybercrime that could result in the theft, loss, or unauthorized transfer of the Token. Since digital assets exist entirely in a technological environment, they are inherently exposed to evolving cyber threats, some of which may be undetectable or irreparable until after significant damage has occurred.

Smart Contract Risk

Transactions associated with the Token rely on smart contracts deployed on a Solana. Smart contracts are susceptible to coding vulnerabilities, bugs, or security flaws that could be exploited by malicious actors. A breach in the smart contract could result in unauthorized transactions, token loss, or manipulation of staking mechanism, negatively impacting the Token’s security and trust among Token holders. Even though independent security audits are routinely conducted, unforeseen vulnerabilities may still pose a risk.

Private Key Management Risk and Loss of Access to Crypto-Assets

The security of the Token holding heavily relies on the management of private keys, which are used to access and control crypto-assets. The Token holders are responsible for the custody of their Tokens in a compatible cryptographic wallet and for the security of their private keys. Poor management practices, loss, or theft of private keys, or respective credential, can lead to irreversible loss of access to the Tokens. If a Token holder connects their wallet to malicious applications or Platforms, they also risk unauthorized access to their assets and their Token holdings.

Protocol and Platform-Level Risk

It cannot be excluded that any technical failure, malfunction, or vulnerability within the Protocol or the Platform could directly or indirectly impact the value of the Token.
  • The Protocol and the Platform could be subject to critical exploits, such as reentrancy attacks, logic errors, or oracle manipulation, which could lead to unintended token transfers, assets being drained from the system, or tokens being irretrievably lost. Fixing such issues may require significant coordination, governance approval, or even disruptive measures such as migrations or forks, none of which are guaranteed to be successful.
  • Any security breach, or governance deadlock affecting the Protocol or the Platform could have cascading effects, including depreciation of the Token’s value, reduced market confidence, and potential loss of funds for Token holders.
  • Settlement Finality and Irrevocability of Transactions: Transactions in Token may be irreversible. Holders sending Tokens to nonexistent or incorrect addresses may irrevocably lose their Tokens and be unable to reverse the transaction or recover their Tokens.

Unanticipated Risks

In addition to the risks outlined in this Section, unforeseen risks may arise. Additionally, new risks could emerge as unexpected variations or combinations of the risks discussed in these Sections I.01 to I.05.

I.6 Mitigation measures

While security audits have been conducted (see H.09), potential Token holders understand that the risks outlined in Sections I.01 to I.05 above are inherent to the Protocol and Platform activities and its broader ecosystem, making elimination impossible.

Part J — Sustainability indicators

The below is information on the principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism used to validate and finalize transactions in the Tokens and to maintain the integrity of the distributed ledger of transactions. The energy consumption for the validation and finality of transactions and the maintenance of the integrity of the distributed ledger of transactions for the period is estimated to be lower than 500,000 kWh (see S.08).

General information about adverse impacts

Mandatory key indicator

S.9 Energy consumption sources and methodologies

The estimated energy consumption in S.08 was calculated using the methodology recommended by the Crypto Carbon Ratings Institute in its December 2024 Paper, version 2.0 “Methodologies to calculate sustainability indicators for the EU Markets in Crypto-Assets (MiCA) regulation”, available at carbon-ratings.com.

Supplementary key indicators

Optional indicators