Risk Warning

  1. RISK WARNINGS

Prospective Token holders should carefully review the risk factors set forth in this section prior participating in the ICO. Prospective Token holders should consider that participating in the ICO involves a degree of financial risk and should therefore carefully consider the following risk factors.

Prospective Token holders should carefully consider the following factors, among others, in deciding whether to participate inthe ICO and should consult their own legal, tax and financial advisors as to these risks and purchasing any Tokens.

The following is a brief description of certain factors which should be considered prior to participating in the ICO. The following, however, does not purport to be a comprehensive summary of all the risks associated with any purchase of Tokens generally.

Please see the Lite Paper for further information on the initial coin offering (the “ICO“).

1.1 General risk warnings

If you are considering participation in the ICO and subsequent token issuances or have already done so, be aware of the many risks this may entail, including the total loss of the price you paid to purchase any Tokens. The ICO is unregulated and may result in substantial risks for purchasers of the Tokens.

Be aware that:

You will have no protection where the ICO is unregulated;
ICOs are a highly speculative form of investment;
Prospective Token holders should be prepared for the possibility of losing their investment completely; and
ICOs are not subject to existing capital markets regulations.

Many financial regulators, including the European Securities and Markets Authority (“ESMA“), have observed a rapid growth in ICOs, which raise capital for enterprises, and are concerned that purchasers may not realise the high risks that they are taking when purchasing Tokens in ICOs.

ICOs are highly speculative. ICOs, depending on how they are structured, may fall outside of the regulated space, in which case Token holders do not benefit from the protection that comes with regulated investments. ICOs are also vulnerable to fraud or illicit activities, owing to their anonymity and their capacity to raise large amounts of money in a short timeframe.

If you are under any doubt as to the risks or suitability of the purchase of any Tokens, you should seek advice from an appropriately qualified financial adviser.

ICOs are extremely risky and highly speculative – we repeat here the guidance provided by ESMA with respect to general risks associated with ICOs. Prospective Token holders should realise that they are exposed to the following risks when purchasing Tokens:

Unregulated space, vulnerable to fraud or illicit activities: depending on how they are structured, ICOs may not be captured by the existing rules and may fall outside of the regulated space. Some ICOs may be used for fraudulent or illicit activities, with several recent ICOs having been identified as frauds, while financial regulators cannot exclude that some are being used for money laundering purposes.

In the case where an ICO does not fall under the scope of the laws and regulations of national or supra-national jurisdictions (such as ESMA), purchasers cannot benefit from the protection that these laws and regulations provide;

Risks arising from lack of governance rights: as Tokens confer no governance rights of any kind with respect to the Flaim Project or the Issuer; all decisions involving the Issuer (including to sell or liquidate the Issuer) will be made by the Issuer acting in its sole and absolute discretion, and all decisions involving the Flaim Project, including, but not limited to, decisions to discontinue the Flaim Project, or to create and issue more Tokens, will be made by the Issuer. These decisions could adversely affect the Flaim Project or any Tokens you hold;

Jurisdiction related risks: residents, tax residents or persons having a relevant connection with certain jurisdictions are excluded from the Token sale. Changes in your place of domicile or the applicable law may result in you violating any legal or regulatory requirements of your applicable jurisdiction. You are responsible for ensuring that the distribution, holding, use or exchange of Tokens is, and remains, lawful despite changes to applicable laws, your residence and circumstances;

Risks arising from the market in which the Flaim Project operates: The crypto-currency exchange market, the token listing and trading market, ICOs, and, by extension, the Flaim Project, are subject to a variety of federal, state and international laws and regulations, including those with respect to know your customer, anti-money laundering and customer due diligence procedures, privacy and data protection, consumer protection, data security, and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. In addition, new laws or regulations affecting the Flaim Project could be enacted, which could impact the utility of Tokens in the Flaim Project ecosystem. In addition, Token users are subject to or may be adversely affected by industry specific laws and regulations or licensing requirements. If any of these parties fails to comply with any of these licensing requirements or other applicable laws or regulations, or if such laws and regulations or licensing requirements become more stringent or are otherwise expanded, it could adversely impact the Flaim Project or Tokens, including its utility to obtain or provide services within the Flaim Project;

High risk of losing all of the capital invested: the vast majority of ICOs are launched by businesses that are at a very early stage of development. Those businesses have an inherently high risk of failure. Many of the tokens that are being issued have no intrinsic value other than the possibility to use them to access or use a service/product that is to be developed by the issuer. There is no guarantee that the services/products will be successfully developed and, even assuming that the project is successful, any eventual benefit may be extremely low relative to the capital paid for the Tokens;

Lack of exit options and extreme price volatility: Token holders may not be able to trade their Tokens or to exchange them for traditional currencies, such as the US Dollar or Euro. Not all the Tokens are traded on virtual currency exchanges and when they are, like virtual currencies, their price may be extremely volatile. Many of those exchanges are unregulated and vulnerable to market price manipulation and fraudulent activities. Token holders may be exposed to the lack of exit options or not be able to have their Tokens bought back for a prolonged period;

Risk of competing platforms: it is possible that alternative platforms could be established that use the same open-source code and protocol underlying the Flaim Project and attempt to facilitate services that are materially similar to the services offered by or within the Flaim Project. The Flaim Project may compete with these alternatives, which could negatively impact the Flaim Project and Tokens, including the utility of Tokens for obtaining services offered by or within the Flaim Project;

Inadequate information: the information that is made available to prospective Token holders or token purchasers, e.g. in so-called “Lite papers”, is in most cases unaudited, incomplete, unbalanced or even misleading. It typically puts the emphasis on the potential benefits but not the risks. It is technical and not easily comprehensible. Prospective Token holders may therefore not understand the risks that they are taking and make decisions as to purchasing the Tokens that are not appropriate to their needs; and

Flaws in the technology: the distributed ledger or blockchain technology that underpins the Tokens is still largely untested. There may be flaws in the code or programs that are used to create, transfer or store the Tokens. Token holders may not be able to access or control or their Tokens may be stolen, e.g., in case of a hack. More generally, the technology may not function quickly and securely, e.g. during peaks of activity.

Purchasing Tokens involves a high degree of risk. You should consider carefully the risks described below, together with all of the other information contained in this Memorandum, before making a decision to purchase any Tokens. The following risks entail circumstances under which, our business, financial condition, results of operations and prospects could suffer.

1.2 Risks associated with participation in the ICO.

There may not be a successfully developed market for the Tokens. It will require the expertise of the Issuer’s management, time and effort to develop the Tokens. It is possible that the Tokens may not meet Token holder expectations at the time of purchase. Furthermore, despite good faith and efforts to maintain the Tokens, it is still possible that the Tokens will experience malfunctions or otherwise fail to be adequately developed or maintained, which may negatively impact the Tokens.

While the Issuer has sought to retain and continue to competitively recruit experts, there is a general scarcity of management, technical, scientific, research and marketing personnel with appropriate training to maintain the Tokens.

Purchasing new crypto currency projects involve a high degree of risk. Participation in token resales may involve an even higher degree of risk.

Financial and operating risks confronting new crypto currency projects are significant: the Issuer is not immune to these. The market in which the Issuer competes is highly competitive and the percentage of companies that survive and prosper is small. New crypto currency projects often experience unexpected problems in the areas of product development, marketing, financing, and general management, among others, which frequently cannot be solved.

Risk of losing access to tokens due to loss of private key(s), custodial error or your error.

Tokens can only be accessed by using a Binance Smart Chain (“BSC”) wallet with a combination of the contributor’s account information (address), private key and password. The private key is encrypted with a password. You acknowledge, understand and accept that if your private key or password gets lost or stolen, the obtained Tokens associated with your BSC wallet address may be unrecoverable and permanently lost. In addition, any third party that gains access to your private key, including by gaining access to the login credentials relating to your BSC wallet, may be able to misappropriate your Tokens. Any errors or malfunctions caused by or otherwise related to the digital wallet or vault you choose to receive and store Tokens, including your own failure to properly maintain or use such digital wallet or vault, may also result in the loss of your Tokens.

 

Risk of incompatible wallet service.

The wallet or wallet service provider used to receive Tokens must conform to the BEP-20 token standard in order to be technically compatible with Tokens. The failure to ensure such conformity may have the result that that purchaser will not gain access to his Tokens.

 

Risk of inadequate resources.

The Token sale and the Flaim Project will require intensive computing resources. The demand for these resources may exceed the Issuer’s estimates. Ultimately, the Issuer’s resources may prove inadequate to support the Token sale or to develop the Tokens, which may affect the distribution or utility of the Tokens.

 

Risks associated with incomplete information regarding Flaim Tokens.

You will not have full access to all the information relevant to the Company and/or to Flaim Tokens. The Company is not required to update you on the progress of Flaim Tokens. You are responsible for making your own decisions in respect to purchasing Tokens. The Company does not provide you with any recommendation or advice in respect of the purchase of Tokens. You may not rely on the Company to provide you with complete or up to date information.

 

The Issuer may be forced to cease operations or take actions that result in the Issuer’s dissolution.

It is possible that, due to any number of reasons, including, but not limited to, an unfavourable fluctuation in the value of cryptographic and fiat currencies, the inability by the Issuer to establish the Tokens’ utility, the failure of commercial relationships, or intellectual property ownership challenges, the Issuer may no longer be viable to operate and the Issuer may dissolve or take actions that result in its dissolution.

The tax treatment of the Tokens, the purchase rights contained therein and the Tokens’ distribution is uncertain and there may be adverse tax consequences for Token holders upon certain future events.

The tax characterization of the Tokens is uncertain, and each Token holder must seek its own tax advice in connection with a purchase of Tokens which may result in adverse tax consequences to Token holders, including withholding taxes, income taxes and tax reporting requirements. Each Token holder should consult with and must rely upon the advice of its own professional tax advisors with respect to the treatment of any purchase of the Tokens and the rights contained therein.

 

Risks associated with the participation in the ICO

The Tokens may not be widely adopted and may have limited users. It is possible that the Tokens will not be used by a large number of individuals, companies and other entities. Such a lack of use or interest could negatively impact the development of the Tokens and therefore the potential utility of the Tokens.

Risk of hard-fork.

The Flaim Project will need to go through substantial development works as part of which it may become the subject of significant conceptual, technical and commercial changes before release. As part of the development, an upgrade to Tokens may be required (a hard-fork of the Tokens) and that, if you decide not to participate in such upgrade, you may no longer be able to use your Tokens and any non-upgraded Tokens may lose their utility in full.

Risk of uninsured losses.

Unlike bank accounts or accounts at some other financial institutions, Tokens are uninsured unless you specifically obtain private insurance to insure them. Thus, in the event of loss or loss of utility value, there is no public insurer or private insurance arranged by us, to offer recourse to you.

Alternative crypto currencies may be established that compete with or are more widely used than the Tokens.

It is possible that alternative crypto currencies could be established that utilize the same or similar open-source code and protocol underlying the Tokens. The Tokens may compete with these alternative crypto currencies, which could negatively impact the Tokens.

 

Risks associated with markets for Tokens.

The Issuer may choose not to enable or otherwise facilitate any secondary speculative trading or any such external valuation of Tokens. This may restrict the contemplated avenues for using Tokens to the token utility described in the Flaim Project Litepaper and could therefore create illiquidity risk with respect to any Tokens you own. Even if secondary trading of Tokens is facilitated by third-party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them more susceptible to fraud or manipulation. Furthermore, to the extent that any third party ascribes an external exchange value to Tokens (e.g. as denominated in a crypto or fiat currency), such value may be extremely volatile and diminish to zero. If you are purchasing Tokens as a form of investment on a speculative basis or otherwise, or for a financial purpose, with the expectation or desire that their inherent, intrinsic or cash-equivalent value may increase with time, you assume all risks associated with such speculation or actions, and any errors associated therewith, and accept that Tokens are not offered by the Issuer or its affiliates on an investment basis. You further acknowledge that any contribution that you make under these Terms (or you consider to be invested in the Issuer) will not be protected, guaranteed or reimbursed by any governmental, regulatory or other entity, and is unlikely to be protected by any jurisdiction.

The open-source structure of the Tokens means that the Tokens may be susceptible to developments by users or contributors could damage the Tokens and the Issuer’s reputation and could affect the utilization of the Tokens.

The Tokens will operate based on an open-source protocol, the Binance Smart Chain, which is maintained by many contributors. The open-source nature of the Binance Smart Chain means that it may be difficult to maintain and neither the contributors nor the Issuer may have adequate resources to address emerging issues or malicious programs that develop within Binance Smart Chain adequately or in a timely manner. Third parties not affiliated with the Issuer may introduce weaknesses or bugs into the core infrastructure elements of Binance Smart Chain and open-source code which may negatively impact the Tokens. Such events may result in a loss of trust in the security and operation of the Tokens and a decline in user activity and could negatively impact the market price of the Tokens.

The Tokens may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches and the loss or theft of the Tokens. If the Tokens’ security is compromised or if the Tokens are subjected to attacks that frustrate or thwart the ability to use or transfer Tokens, users may cut back on or stop using the Tokens altogether, which could seriously curtail the utilisation of the Tokens and cause a decline in the market price of the Tokens.

The Tokens’ structural foundation, the open-source protocol, the software application and other interfaces or applications built upon the Tokens are still in an early development stage and are unproven, and there can be no assurances that the Tokens and the creating, transfer or storage of the Tokens will be uninterrupted or fully secure which may result in a complete loss of users’ Tokens or an unwillingness of users to use Tokens. Further, the Tokens or their suppliers may also be the target of malicious attacks seeking to identify and exploit weaknesses in the software or the Tokens which may result in the loss or theft of the Tokens. For example, if the Tokens are subject to unknown and known security attacks, this may materially and adversely affect the value of the Tokens. 

Lack of Initial Demand.

If there is insufficient initial demand, there is a risk that the Tokens fail to gain support and grow as a currency. This risk is unknown until the ICO has commenced and demand has been identified.

Unanticipated risks.

Cryptographic tokens such as the Tokens are a new and untested technology. In addition to the risks set out in this section, there are other risks associated with your acquisition, storage, transfer and use of Tokens, including those that the Issuer may not be able to anticipate. Such risks may further materialise as unanticipated variations or combinations of the risks set out in this section.

1.3 Risks related to blockchain technologies and digital assets.

The regulatory regime governing the blockchain technologies, cryptocurrencies, Tokens and coin offerings such as the Tokens is uncertain, and new regulations or policies may materially adversely affect the development and the utility of the Tokens.

Regulation of coins (including the Tokens) and coin offerings such as this, cryptocurrencies, blockchain technologies, and cryptocurrency exchanges currently is undeveloped and likely to rapidly evolve, varies significantly among international, US federal, US state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States, the EU and in other countries may in the future, adopt laws, regulations, guidance, or other actions, which may severely impact the development and growth of the Tokens and the adoption and use of the Tokens. Failure by the Issuer or certain users of the Tokens to comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences, including civil penalties and fines.

As blockchain networks and blockchain assets have grown in popularity and in market size, state, national and supra-national agencies have begun to take interest in, and in some cases regulate, their use and operation.

The regulation of non-currency use of blockchain assets is also uncertain. To the extent that a domestic government or quasi-governmental agency exerts regulatory authority over a blockchain network or asset, the Tokens may be materially and adversely affected.

Various jurisdictions may, in the near future, adopt laws, regulations or directives that affect the Tokens. Such laws, regulations or directives may directly and negatively impact our business. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Tokens and the adoption and widespread use of the Tokens.

New or changing laws and regulations or interpretations of existing laws and regulations may materially and adversely impact the value of the currency in which the Tokens may be exchanged, the liquidity of the Tokens, the ability to access marketplaces or exchanges on which to trade the Tokens, and the structure, rights and transferability of the Tokens.

Risk of software weaknesses.

As Tokens, the smart contract system and the Flaim Project are based on the Binance Smart Chain, any malfunction, breakdown or abandonment of the Binance Smart Chain may have a material adverse effect on Tokens, the smart contract system and/or the Flaim Project. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to the Flaim Project (including the utility of Tokens for obtaining services), the smart contract system and/or the Flaim Project, by rendering ineffective the cryptographic consensus mechanism that underpins the Binance Smart Chain. The smart contract system concept, the underlying software application and software platform (i.e. the Binance Smart Chain) is still in an early development stage and unproven. There is no warranty or assurance that the process for creating Tokens will be uninterrupted or error-free and why there is an inherent risk that the software could contain defects, weaknesses, vulnerabilities, viruses or bugs causing, inter alia, the complete loss of contributions and/or Tokens.

Risk of swap.

In order to stay up to date with technology, the Flaim Project system may be required to update or change the smart contract system that Tokens operate on. In the event that a swap is required, the Issuer will make a good faith effort to credit every user’s account in such a way that no Tokens are lost. However, the Issuer does not, and cannot, promise that every user will be accommodated.

The Token holders will have no control and the Issuer may only have limited control following the issuance of the Tokens.

The Tokens depend on a network of computers to run certain software programs to process transactions. Because of this less centralized model, the Issuer has limited control over the recording of the Tokens once issued. In addition, purchasers of Tokens are not and will not be entitled, to vote or receive dividends or be deemed the holder of capital stock of the Issuer for any purpose, nor will anything be construed to confer on the holders any of the rights of a stockholder of the Issuer or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or otherwise.

There may be occasions when certain individuals involved in the development and launch of the Tokens may encounter potential conflicts of interest in connection with the ICO, such that said party may avoid a loss, or even realize a gain, when other purchasers of the Tokens are suffering losses.

There may be occasions when certain individuals involved in the development and launch of the Tokens may encounter potential conflicts of interest in connection with this Initial Coin Offering, such that said party may avoid a loss, or even realize a gain, when other purchasers of the Tokens are suffering losses. Purchasers of the Tokens may also have conflicting purchase, tax, and other interests with respect to the Tokens, the Tokens’ code, the timing of the network launch or other Token pre-sales, or other factors. Decisions made by the key employees of the Issuer and/or its affiliates on such matters may be more beneficial for some Token holders than for others.

Holders may lack information for monitoring the Tokens.

Token holders may not be able to obtain all information it would want regarding the Tokens on a timely basis or at all. It is possible that a holder may not be aware on a timely basis of material adverse changes that have occurred with respect to the Tokens.

The Issuer and the Tokens have no history.

A Token will be a newly formed token and neither it nor the Issuer has any operating history. Each prospective Token holder should evaluate such potential purchase on the basis that the Tokens, the Issuer or any third party’s assessment of the prospects of the Tokens may not prove accurate. Past performance of the Issuer or any similar token is not predictive of future results.

If the Tokens are unable to satisfy data protection, security, privacy, and other government and industry-specific requirements, their growth could be harmed.

There are a number of data protection, security, privacy and other government- and industry-specific requirements, including those that require companies to notify individuals of data security incidents involving certain types of personal data. Security compromises could harm the Token’s reputation, erode user confidence in the effectiveness of its security measures, negatively impact its ability to attract further people to use the Tokens, or cause existing holders to sell their Tokens.

The further development and acceptance of blockchain networks, which are part of a new and rapidly changing industry, are subject to a variety of factors that are difficult to evaluate. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have an adverse material effect on the successful development and adoption of the Tokens.

The growth of the blockchain industry in general, as well as the blockchain networks with which the Tokens will rely and interact, is subject to a high degree of uncertainty. The factors affecting the further development of the cryptocurrency industry, as well as blockchain networks, include, without limitation:

Worldwide growth in the adoption and use of Bitcoin, Ethereum, BNB and other blockchain technologies;

Government and quasi-government regulation of Bitcoin, Ethereum, BNB and other blockchain assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;

The maintenance and development of the open-source software protocol of the Binance Smart Chain;

Changes in consumer demographics and public tastes and preferences;

The availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using fiat currencies or existing networks;

General economic conditions and the regulatory environment relating to cryptocurrencies; or

A decline in the popularity or acceptance of Bitcoin, Ethereum, BNB or other blockchain-based coins or tokens would adversely affect our results of operations.

The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of the Tokens.

Risks associated with third party contractors.

Development of the Tokens and of the Flaim Project, and the operation of the Token sale, will require third-party contractors with particular expertise in Binance Smart Chain and blockchain technology. The availability of such contractors is limited. There may not be a sufficient number of contractors available on terms deemed acceptable by the Issuer. The costs associated with any such contractors may be significantly greater than currently estimated. Furthermore, the quality, reliability and timely delivery of services by such contractors may vary significantly.

High Volatility.

The prices of blockchain assets are extremely volatile. Fluctuations in the price of digital assets could materially and adversely affect our business, and the Tokens may also be subject to significant price volatility.

The prices of blockchain assets such as Bitcoin have historically been subject to dramatic fluctuations and are highly volatile, and the market price of the Tokens may also be highly volatile. Several factors may influence the market price of the Tokens, including, but not limited to:

Global blockchain asset supply;

Global blockchain asset demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of blockchain assets like cryptocurrencies as payment for goods and services, the security of online blockchain asset exchanges and digital wallets that hold blockchain assets, the perception that the use and holding of blockchain assets is safe and secure, and the regulatory restrictions on their use;

Token holders’ expectations with respect to the rate of inflation;

Changes in the software, software requirements or hardware requirements underlying the Tokens;

Changes in the rights, obligations, incentives, or rewards for the various participants in the Tokens;

Interest rates;

Currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies;

Fiat currency withdrawal and deposit policies of blockchain asset exchanges on which the Tokens may be traded and liquidity on such exchanges;

Interruptions in service from or failures of major blockchain asset exchanges on which the Tokens may be traded;

Purchase and trading activities of large purchasers that may directly or indirectly purchase Tokens or other blockchain assets;

Monetary policies of governments, trade restrictions, currency devaluations and revaluations;

Regulatory measures, if any, that affect the use of blockchain assets such as the Tokens;

The maintenance and development of the open-source software protocol of the Tokens;

Global or regional political, economic or financial events and situations; or

Expectations among the Issuer or other blockchain assets participants that the value of the Tokens or other blockchain assets will soon change.

A decrease in the price of a single blockchain asset may cause volatility in the entire blockchain asset industry and may affect other blockchain assets including the Tokens. For example, a security breach that affects Token holder or user confidence in Bitcoin may affect the industry as a whole and may also cause the price of the Tokens and other blockchain assets to fluctuate.

Bank misappropriation or insolvency.

The Issuer may allocate some the proceeds from the sale of the Tokens into deposit accounts held with various banks. There is a risk that the banks could become insolvent and/or misappropriate the funds.

General hacking: risk of theft and vulnerabilities.

The smart contract system concept, the underlying software application and software platform (i.e. the Binance Smart Chain) may be exposed to attacks by hackers or other individuals including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Any such successful attacks could result in theft or loss of contributions or Tokens, adversely impacting the ability to develop the Tokens and derive any usage or functionality from the Tokens. You must take appropriate steps to satisfy yourself of the integrity and veracity of relevant websites, systems and communications. Furthermore, because the Flaim Project is based on open-source software, there is a risk that a third party or a member of the Issuer’s team may intentionally or unintentionally introduce weaknesses or defects into the core infrastructure of the Flaim Project, which could negatively affect the Flaim Project and the Tokens.

Fraud.

The Tokens are not fully decentralised, and there is a risk that an employee of the Issuer, the Administrator or one of its suppliers conducts fraudulent activities which could undermine the value of the Tokens.

IN VIEW OF THE FOREGOING CONSIDERATIONS, AMONG OTHERS, A PURCHASE OF ANY TOKEN(S) IS SUITABLE ONLY FOR PURCHASERS WHO ARE CAPABLE OF BEARING THE RELEVANT RISKS AND WHO CAN AFFORD TO PAY THE MINIMUM PURCHASE AMOUNT.

THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE EXPLANATION OF THE RISKS INVOLVED IN THIS OFFERING. PROSPECTIVE TOKEN HOLDERS MUST READ THE ENTIRE INFORMATION MEMORANDUM INCLUDING THE RELEVANT SUPPLEMENTS AND ALL ATTACHMENTS AND MUST CONSULT THEIR OWN PROFESSIONAL ADVISERS, BEFORE DECIDING WHETHER TO PURCHASE ANYTOKEN(S).

  1. IMPORTANT INFORMATION, REGULATORY WARNINGS AND RESTRICTIONS ON DISTRIBUTION

2.1     Important Information

This document (the “Information Memorandum“) does not constitute an offer or solicitation by any person in any jurisdiction in which the offer or solicitation is unlawful or in which the person making the offer or solicitation is not qualified to do so or to persons to whom it is unlawful to make the offer or solicitation. Persons into whose possession this Information Memorandum comes are required to inform themselves about, and to observe, the laws and regulations applicable to them in the relevant jurisdiction.

Prospective Token holders should not construe the contents of this Information Memorandum as legal, tax or financial advice.  Each prospective Token holder should consult its own professional advisors as to:

(a)   the legal requirements within the country of its residence for the purchase, holding or disposal of the Tokens;

(b)   any foreign exchange restrictions that may be relevant to it and the income and other tax consequences that may be relevant to the purchase, holding or disposal of the Tokens; and

(c)   the suitability of a purchase of the Tokens to its personal circumstances and risk appetite.

Participation in ICO is only suitable for financially sophisticated purchasers who are capable of evaluating the merits and risks of such a purchase and who have sufficient resources to be able to bear any losses which may result from such purchase. Prospective Token holders are strongly advised to conduct their own due diligence including, without limitation, the legal, tax, and financial consequences of purchasing any Tokens.

To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information.  However, this Information Memorandum has not been subject to independent verification and the Directors accept responsibility for the accuracy or completeness of the statements contained in this Information Memorandum. Prospective Token holders must, therefore, determine for themselves what reliance (if any) they should place on the statements contained in this Information Memorandum.

This Information Memorandum includes forward-looking statements relating to, among other things, the future financial performance and objectives of the Issuer, the Tokens and the ICO, plans and expectations for the operation of the Issuer, the Tokens and the ICO, and estimates or expectations for fees, costs and expenses.  These forward-looking statements are typically identified by terminology such as “may”, “will”, “aim”, “target”, “should”, “expect”, “anticipates”, “plans”, “intends”, “believes”, “estimates”, “projects”, “predicts”, “seeks”, “potential”, “continue” or other similar terminology.  Forward-looking statements are inherently unreliable, and prospective Token holders should not rely on them.  The forward-looking statements are based on the Issuer’s current expectations, assumptions, estimates and projections about future events.  Actual results are subject to numerous risks, conditions, and uncertainties that could cause actual results to differ materially from those expressed in a forward-looking statement as a result of factors such as those described in “Risk Factors” at section 1 of this Information Memorandum and elsewhere in this Information Memorandum.  The Issuer does not have any obligation to update or otherwise revise any forward-looking statements after the date of this Information Memorandum or to reflect the occurrence of unanticipated events.  The Auditor has neither reviewed nor audited any of the calculations, figures, or forward looking statements contained in this Information Memorandum.

No person has been authorised to make any representations or to give any warranties or to give any information with respect to the Tokens, except the information contained in this Information Memorandum. Neither the delivery of this Information Memorandum at any time nor any sale made pursuant hereto shall imply that information contained herein is correct as of any time subsequent to the date set forth on the cover of this Information Memorandum.  Any reproduction or distribution of this Information Memorandum or retransmission of their contents in whole or in part to any person other than a prospective Token holder’s professional advisers, without the consent of the Issuer, is prohibited.

The Issuer reserves the right to refuse to accept the offer of any prospective Token holder to purchase any Tokens for any reason or no reason.

The advisers of the Issuer named in this Information Memorandum act only for the Issuer in connection with the ICO described in this Information Memorandum and will not be responsible for providing the protections offered to their clients or for advising any other person in connection with the ICO.

This Information Memorandum may, from time to time, be supplemented with supplements to this Information Memorandum or other offering documents.  In that event, the disclosures contained in such supplements to this Information Memorandum or other offering documents shall supersede this Information Memorandum to the extent thereof.

The Directors of the Issuer have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All the Directors accept responsibility accordingly.

Participation in ICO involves special risks, and should be considered only by persons who can bear the economic risk of their purchase for an indefinite period and who can afford a total loss of their purchase. Please see section 1 (Risk Factors) of this Information Memorandum for further information on the risks involved in this ICO.

The Directors reserve the right to modify, withdraw or cancel any offering made pursuant to this Information Memorandum at any time prior to consummation of the offering and to reject any purchase of the Tokens, in whole or in part, in their sole discretion.

This Information Memorandum is intended solely for use on a confidential basis by those persons to whom it is transmitted by the Issuer in connection with the contemplated Initial Coin Offering. Recipients, by their acceptance and retention of this Information Memorandum, acknowledge and agree to preserve the confidentiality of the contents of this Information Memorandum and all accompanying documents and to return this Information Memorandum and all such documents to the Issuer or the Administrator if the recipient does not purchase any Tokens at the Initial Coin Offering. Neither this Information Memorandum nor any of the accompanying documents may be reproduced in whole or in part, nor may they be used for any purpose other than that for which they have been submitted, without the prior written consent of the Issuer.

Neither the Directors nor the Issuer are making any representation to any prospective Token holder regarding the legality of purchases of any Tokens by such prospective Token holders under applicable laws.

The distribution of this Information Memorandum and the Initial Coin Offering in certain jurisdictions may be restricted by law. Prospective Token holders should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of the Tokens, and any foreign exchange restrictions that may be relevant thereto.

2.2 Regulatory Warnings

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

The directors of the Issuer have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of facts or of opinion. All the directors accept responsibility accordingly.

It should be remembered that the price of securities and the income from them can go down as well as up.

2.3 Restrictions on Distribution

This Information Memorandum does not constitute an offer to sell, or the solicitation of an offer to acquire, Tokens in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Issuer.

2.4 US SELLING AND TRANSFER RESTRICTIONS

For the purposes of this section, the following defined terms shall have the meanings set out below:

“Non-U.S. Person(s)” means any person not meeting the definition of a “U.S. person” set forth in Rule 902 of Regulation S under the U.S. Securities Act;

“offshore transaction” has the meaning set forth in Rule 902 of Regulation S under the U.S. Securities Act;

“U.S. Securities Act” shall mean the United States Securities Act of 1933, as amended;

“U.S. Person(s)” has the meaning of “U.S. person” in Rule 902 of Regulation S under the U.S. Securities Act.

The issuance and sale of the Tokens have not been registered under the U.S. Securities Act or any other applicable securities laws and, unless so registered, the Tokens may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account of any U.S. Person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws. The Tokens are being offered and issued in reliance upon Regulation D under the U.S. Securities Act.

Each purchaser of a Token will be deemed to represent, warrant, and agree as follows:

(1) Either it is:

(A) an “accredited investor” (as defined in Rule 501 of Regulation D under the U.S. Securities Act); or

(B) not a “U.S. Person” and is acquiring Token(s) in an “offshore transaction” (each as defined in Rule 902 of Regulation S under the U.S. Securities Act).

(2) It understands that the Tokens are not registered under the U.S. Securities Act or any other securities laws, including U.S. state securities or blue sky laws and non-U.S. securities laws, and the Issuer does not intend to register the Tokens under such laws.

(3) It is acquiring Token(s) for its own account for investment purposes only and not with a view to resale or distribution.

(4) If such purchaser is an acquirer in a transaction that occurs outside the United States within the meaning of Regulation S under the U.S. Securities Act, you acknowledge that you may not sell or otherwise transfer Tokens at any time to a U.S. Person or for the account or benefit of a U.S. Person within the meaning of Rule 902 under the U.S. Securities Act.

(5) If such purchaser is an acquirer in a transaction occurring inside the United States, you acknowledge that until one year following the issuance of any Token(s) you will not be permitted to offer, sell or transfer any Token(s).

(6) It understands that each Token will, unless otherwise agreed by the Issuer and the holder thereof, be deemed to bear a legend substantially to the following effect:

THIS TOKEN HAS NOT BEEN REGISTERED UNDER THE US. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR SOLD TO, OR PURCHASED FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSONS (AS DEFINED IN RULE 902 OF REGULATION S UNDER THE U.S. SECURTITIES ACT), EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY YOUR ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, AS THE HOLDER YOU:

(1) AGREE THAT YOU WILL NOT RESELL OR OTHERWISE TRANSFER THIS TOKEN, EXCEPT

(A) IF IT IS TO A U.S. PERSON, THEN NOT UNTIL AFTER THE FIRST ANNIVERSARY FOLLOWING THE ISSUANCE OF ANY TOKEN(S);

(B) IF IT IS TO A NON-U.S. PERSON OUTSIDE THE UNITED STATES, SUCH SALE MUST OCCUR IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE U.S. SECURITIES ACT;

(C) TO THE ISSUER OR ANY SUBSIDIARY THEREOF; OR

(D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED IN ACCORDANCE WITH THE U.S. SECURITIES ACT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION;

AND, IN EACH CASE DETAILED ABOVE, THE SALE OR TRANSFER MUST HAVE BEEN MADE IN ACCORDANCE WITH APPLICABLE U.S. STATE AND LOCAL SECURITIES LAWS, AND

(2) AGREE THAT YOU WILL DELIVER TO EACH PERSON TO WHOM THIS TOKEN OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (l)(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND AS SUCH TRANSFERRED TOKEN(S) WILL CONTINUE TO BE RESTRICTED UNDER U.S. LAW. AS USED HEREIN THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE U.S. SECURITIES ACT.

(7) It (a) is able to act on its own behalf in the transactions contemplated by this Information Memorandum, (b) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in a Token, and (c) (or the account for which it is acting) has the ability to bear the economic risks of its prospective investment in a Token and can afford the complete loss of such investment.

(8) It acknowledges that (a) none of the Issuer nor any person acting on its behalf has made any statement,  representation, or warranty, express or implied, to it with respect to the Issuer or the offer or sale of any Token(s), other than the information we have included in this Information Memorandum, and (b) any information it desires concerning the Issuer, any Token(s) or any other matter relevant to its decision to acquire any Token(s) (including a copy of the Information Memorandum) is or has been made available to it.

(9) Either (i) no portion of the assets used by it to purchase or hold any Token(s) constitutes assets of any (a) employee benefit plan that is subject to Title I of ERISA, (b) plan, individual retirement account or other arrangement that is subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or (c) entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement or (ii) the purchase and holding of any Token(s) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation under any applicable Similar Laws.

(10) It acknowledges that the Issuer will not be required to accept for registration of transfer any Token(s) acquired by it, except upon presentation of evidence satisfactory to the Issuer that the restrictions set forth herein have been complied with.

(11) It acknowledges that the Issuer and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and agrees that if any of the acknowledgments, representations or agreements deemed to have been made by its purchase of any Token(s) are no longer accurate, it shall promptly notify the Issuer and the initial purchasers. If it is acquiring any Token(s) as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each account.

 

2.5            NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

Persons domiciled in, residing in, or purchasing from the People’s Republic of China (excluding the Special Administrative Regions of Hong Kong Macau, and the island of Taiwan) are excluded from participating, either directly or indirectly, in this Token sale.

 

  1. ISSUER

EQ Group DWC LLC

Business Center Logistics City, 3rd Floor

Dubai Aviation City, P.O.Box 390667

Dubai, U.A.E.

 

  1. OVERVIEW OF THE ICO

The information set out in this summary should be read in conjunction with the full text of this Information Memorandum.  Please see the Lite Paper for further information on the Initial Coin Offering.

 

4.2          Purpose of the Tokens

4.2.1          The purpose of a Token is a utility token to confer digital access rights to an application (the “Flaim Platform“), which is designed to provide various benefits to the Flaim Platform participants.

 

4.3         Use of the Tokens

4.3.1       Tokens can be purchased from current Token holders on external exchanges or on the Flaim website. Ownership of a Token provides access to the Flaim Platform with the option to purchase additional in-platform services using further Tokens

4.3.2       Rewards – Token holders will receive additional Tokens as rewards for a) participating in additional activities with Flaim Platform and b) reaching the top of one of the Issuer’s KPI benchmarking leader boards

 

4.4          Use of ICO Proceeds

4.4.1       The proceeds of the ICO are planned to be used primarily in payment of the following:

(a)       Customer Acquisition – an estimated 55% of the ICO proceeds will be directed towards acquiring customers including, but not limited to:

(i)     partnerships with accounting firms and, where appropriate, acquisition (an estimated 35% of total ICO proceeds);

(ii)     digital advertising (an estimated 10% of total ICO proceeds); and

(iii)    events and networking (an estimated 10% of total ICO proceeds).

(b)      Platform Development – an estimated 15% of the ICO proceeds will be spent on the development of the Flaim Platform itself, including hiring and acquiring a leading development team with experience of building similar software and one dedicated to advancing the uses of Blockchain into fintech. The Issuer will use a leading Blockchain expert to hire a Jersey based team who can deliver the platform. The detailed specification of the Flaim Platform will be determined based on the amount raised during the ICO.

(c)        Operational Expenses – an estimated 14% of the ICO proceeds will be spent on the operational expenses of the Issuer.

(d)        Advisors and Consultants – an estimated 3% of the ICO proceeds will be spent on paying the Issuer’s advisors and consultants.

(e)        Founders and Early Participants – an estimated 5% of the ICO proceeds will be allocated to the founders of, and early participants in, the Issuer and the ICO, including the directors of the Issuer as compensation for time spent in the build up to the ICO.

 

4.5       Target Proceeds

The expected subscription proceeds of the ICO is the sale of 250,000,000 (two hundred and fifthly million) Flaim tokens.

4.5.1       Each  potential participant  will  be required  to  specify how  many  Tokens they  would  like to receive and send the appropriate amount of BTC, BNB, ETH, USDT, BUSD or USDC. At this point, the smart contract will verify that the amount receivedis appropriate to the Phase and will accept/reject the transaction if the criteria

4.5.2       The proceeds from the ICO will be converted by the Issuer (or an affiliate) into fiat currency on a reputable exchange (or exchanges) and used to pay for the Issuer’s acquisitions and operating expenses.

 

4.6          Pre-Sale of Tokens

4.6.1       There will be a total of 1,000,000,000 (one billion) Tokens issued by the Issuer, divided as follows:

(a)        Private Pre-Sale – 750,000,000 (seven hundred and fifty million) Tokens will be allocated for private pre-sale round.

(b)        Public ICO – 250,000,000 (two hundred and fifty million) Tokens will be available for purchase during the ICO, at varying prices depending on the Phase of the ICO. Tokens purchased during the ICO can only be purchased from the Issuer for cryptocurrency.

 

4.7          Primary Issuance of Tokens

4.7.1       In order to purchase Tokens, each potential purchaser must sign up to the website (http://flaimpay.com/) and register their details. An ABI (Application Binary Interface) will be provided via the ‘buying portal’ embedded in the website which allows participants to interact with the Flaim Platform’s smart contract. Only BNB. ETH, BTC, USDT, USDC and BUSD will be accepted as payment to purchase Tokens during the public ICO.

4.7.2       Each potential participant will be required to choose how many Tokens they would like to purchase and send the appropriate amount of in preferred cryptocurrency to the Issuer. At this point, the smart contract will verify that the amount received is appropriate to the Phase requirements (i.e. more than the minimum amount to purchase at each Phase) and will accept/reject the transaction if the criteria are not met

 

 

 

4.8       Secondary Market

4.8.1    A Token holder may subsequently transfer a Token to another person via a crypto currency exchange on which the Tokens will be listed. Alternatively, Token holders will be able to transfer Tokens between each other outside of an exchange.

 

4.9        ICO participation Scheme

4.9.1     The Issuer may elect to purchase Tokens from Token holders to supply Tokens to users of the Flaim Platform.

 

  1. MANAGEMENT AND ADMINISTRATION

5.1      The Issuer is a private limited company EQ Group DWC LLC, established in Dubai, U.A.E., whose CBLS No is 11665526, BL Local No is 10573 and registered office address is at Business Center Logistics City, 3rd Floor, Dubai Aviation City, P.O.Box 390667, Dubai, U.A.E..

5.2     The Directors of the Issuer have control and authority over and responsibility for the operations and management of the Issuer. The Directors of the Issuer may appoint additional persons as Directors from time to time.  The Directors will be responsible for ensuring compliance with the Issuer’s ICO restrictions.

 

  1. PROCEDURE FOR PARTICIPATION IN ICO

6.1      The minimum investment in the raise is USD 30 (thirty US Dollars) although the average purchase is expected to be of approximately USD 1,000 (one thousand US Dollars).

6.2     The price per Flaim token for the duration of ICO will be USD 0.11 equivalent in BNB, BTC, ETH, BSUD, USDT or USDC.

6.3     Total Number of Tokens – once the Token sale is complete no further Tokens will be created, ensuring there is only a finite number of Tokens in circulation.

 

  1. RIGHTS ATTACHING TO A TOKEN

7.1          Economic Rights attaching to a Token

7.1.1       As Token holders are not shareholders in the Issuer, they have no rights under the Issuer’s memorandum and articles of association.

7.1.2       Token holders are not entitled to:

(a)        vote at any meetings of the Issuer;

(b)        vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof;

(c)        give or withhold consent to any corporate action or to receive notice of meetings, or otherwise;

(d)        receive dividends from the Issuer; or

(e)        be deemed the holder of capital stock of the Issuer for any purpose.

 

  1. TAXATION

8.1       It is the responsibility of all prospective Token holders to inform themselves as to any tax consequences arising from their purchase of any Tokens and the Issuer’s operations or management, as well as any foreign exchange or other fiscal or legal restrictions, which are relevant to their particular circumstances in connection with the acquisition, holding or disposition of the Tokens. Prospective Token holders should therefore seek their own separate tax advice in relation to their holding of the Tokens and accordingly the Issuer does not accept any responsibility for the taxation consequences of any purchase of Tokens by any Token holder.

 

8.2           United States Taxation

8.2.1       The Internal Revenue Service (IRS) is aware that “virtual currency” may be used to pay for goods or services, or held for investment. Virtual currency is a digital representation of the value that functions as a medium of exchange, a unit of account, and/or a store of value.

8.2.2       In general, for US Persons, the sale or exchange of convertible virtual currency, or the use of convertible virtual currency to pay for goods or services in a real-world economy transaction, has tax consequences that may result in a tax liability.

8.2.3       For federal tax purposes, virtual currency is treated as property. General tax principles applicable to property transactions apply to transactions using virtual currency.

8.2.4       Under currently applicable law, virtual currency is not treated as currency that could generate foreign currency gain or loss for U.S. federal tax purposes.

8.2.5       A US Person who receives virtual currency as payment for goods or services must, in computing gross income, include the fair market value of the virtual currency, measured in U.S. dollars, as of the date that the virtual currency was received.

8.2.6       US Persons may be subject to penalties for failure to comply with tax laws. For example, underpayments attributable to virtual currency transactions may be subject to penalties, such as accuracy-related penalties under section 6662 of the Internal Revenue Code. In addition, failure to timely or correctly report virtual currency transactions when required to do so may be subject to information reporting penalties under section 6721 and 6722 of the Internal Revenue Code.

 

  1. CONFLICTS OF INTEREST

9.1        The Directors, the Issuer and the Administrator or companies with which any of them are associated may from time-to-time act in relation to, or be otherwise involved in, other companies which have similar objectives to those of the Issuer. It is therefore possible that any of them may, in the course of business, have potential conflicts of interest with the Issuer. Each will, at all times, have regard in such event to its obligations to the Issuer and will endeavour to ensure that such conflicts are resolved fairly. In addition, any of the foregoing may deal as principal or agent with the Issuer, provided that such dealings are carried out as if effected on normal commercial terms negotiated on an arm’s length basis. Neither the Issuer nor any of its affiliates nor any person connected with it is under any obligation to offer any ICO opportunities of which any of them becomes aware to the Issuer or to account to the Issuer in respect of (or share with the Issuer or inform the Issuer of) any such transaction or any benefit received by any of them from any such transaction. In determining the net asset value of the Issuer, the Directors may rely on valuations provided or attributed to any asset or liability by the Administrator and/or the Issuer.

9.2        Members of the Issuer’s group, their affiliates or any person connected with them advise, sponsor or manage other companies, vehicles or accounts in which only the Issuer’s investors, entities and partners, employees, affiliates or other persons connected with the Issuer’s group may invest. Such companies, vehicles or accounts may pursue the same or a similar investment objective and use the same or a similar investment approach as the Issuer, or may employ investment approaches that are more or less leveraged or risky. The partners, employees or affiliates of members of, or other persons connected with, the Issuer’s group, or other investment professionals, involved in advising, sponsoring or managing such companies, vehicles or accounts may, or may not, provide similar services to, or fulfil similar roles in respect of, the Issuer. Accordingly, such proprietary companies, vehicles or accounts may produce investment results that are substantially different from those of the Issuer. To the extent that the Issuer invests in similar markets and investments at or about the same time, such other companies, vehicles or accounts may compete with the Issuer with respect to such investments. The potential fees payable to the Issuer or another member of the Issuer’s Group by another Issuer entity might in certain circumstances exceed the potential fees payable by the Issuer. Members of the Issuer’s Group will allocate resources as they in their sole discretion consider appropriate in managing the assets of the Issuer and any other proprietary and/or non-proprietary companies, vehicles or accounts in accordance with their respective investment objectives and approaches.

9.3        Any director of the Issuer who has, directly or indirectly, an interest in a transaction entered into or proposed to be entered into by the Issuer or by a subsidiary of the Issuer which to a material extent conflict or may conflict with the interests of the Issuer, and of which the director is aware, will be required to disclose to the Issuer the nature and extent of their interest. Notwithstanding such interests, each of the directors will be entitled to be counted in the quorum and vote on the matters to be discussed at the Issuer’s board meetings.

9.4        The Directors will seek to ensure that any conflict of interest of which they are aware is resolved fairly.

9.5        By acquiring or continuing to hold Tokens, each Token holder will be deemed to have acknowledged the existence of the actual or potential conflicts of interests described above and to have waived, to the fullest extent permitted by applicable law, any claim with respect to the existence of any such conflicts.

9.6        The foregoing does not purport to be a complete list of all potential conflicts of interest involved in a purchase of any Tokens.

 

  1. STATUTORY AND GENERAL INFORMATION

This section contains statutory and general information in relation to the ICO. Please see the Lite Paper for further information on the Initial Coin Offering.

 

10.1        The Initial Coin Offering (ICO)

Having fully considered the Lite Paper, you are invited, subject to the terms of the Lite Paper and this Information Memorandum, to purchase Tokens issued by the Issuer.

 

10.2        Opening and Closing dates of the ICO (the “ICO Offer Period“)

10.2.1     The ICO offer period are anticipated to:

10.2.1.1       open at 00:01 GMT on 1 August 2021; and

10.2.1.2       remain open until 23:59 GMT on 30 October 2021

 

10.3        The Maximum Number of Tokens

10.3.1     A maximum of 4,000,000,000 (four billion) Tokens has been issued by the Issuer.

10.3.2     However, the number of Tokens available for public sale will be 250,000,000 (two hundred and fifty million) Tokens.

10.3.3     750,000,000 (seven hundred and fifty million) Tokens have been allocated to a private pre-sale of Tokens.

 

10.4     Proceeds of the ICO

Please see section 4.5 of this information Memorandum for details of the use of proceeds of the ICO.

 

10.5        Allocation

10.5.1    The Issuer reserves the right to decline in whole or in part any attempt to purchase Tokens. Accordingly, prospective Token holders may, in certain circumstances, not be allotted and issued the number of Tokens for which they have applied.

 

10.6        Changes to the Information Memorandum

10.6.1    In the event that there are any significant changes affecting any of the matters described in this Information Memorandum or where any significant new matters have arisen after the publication of this Information Memorandum and prior to the ICO, the Issuer may publish a supplementary document.  Any such supplementary document will give details of the significant change(s) or the significant new matter(s).

 

10.7        Payment

10.7.1    Payment for the Tokens should be made in accordance with settlement instructions to be provided to successful purchasers of Tokens by the Issuer.

10.7.2     To the extent that any attempt to purchase Tokens is rejected in whole or in part (whether by scaling back or otherwise), monies received will be returned without interest at the risk of the applicant as soon as practicable thereafter.

10.7.3     The Issuer will not be held liable for any costs incurred in returning funds, or the movements in exchange rates if any funds have been converted from one currency to another during the purchase process.

 

10.8      Costs

10.8.1   On the assumption that the ICO launches and raises gross proceeds, up to twenty four per cent (24%) of those gross proceeds will be spent on the operational expenses and paying the advisors and consultants of the Issuer.

 

10.9     Purchase and transfer restrictions

10.9.1 This Information Memorandum does not constitute an offer to sell, or the solicitation of an offer to acquire, Tokens in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Issuer.

 

10.10     Legal implications of purchasing Tokens in the ICO

10.10.1 A prospective Token holder irrevocably offers to purchase Tokens, which offer is capable of acceptance or rejection by the Directors either in whole or in part. If the offer is accepted by the Directors either in whole or in part this Information Memorandum forms a binding contract between the Issuer and the Token holders.

10.10.2 None of the agreements appointing the Administrator, Auditor, legal counsel or any other of the Issuer’s service providers provide for any third-party rights in favour of the Token holders.

 

10.11     Rights Attaching to a Token 

10.11.1 Please see section 7 of this Information Memorandum for more information on the rights attaching to a Token.

 

10.12      Distribution Policy

10.12.1   The Directors currently intend to use any proceeds from the ICO in accordance with section 4.5 (Use of the ICO proceeds) and do not intend to pay any dividends to its shareholders, or to make any ex-gratia payments to Token holders.