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Disclaimers, Risk Factors, & Conflicts of Interest
GENERAL DISCLAIMERS The existing and planned versions of the Medieval Empires game are a fictionalised depiction of certain historical figures and historical periods. The source historical content on which the game is based, which it does and will depict, are in the public domain. This game and its content have no affiliation or connection to any existing television, radio, or other media content depicting the same or similar historical events or figures. The game and all related content (including promotional content), copyright and other rights property of Medieval Empires Pte Ltd are used under license from the lawful owners.
CUSTOMERS SHOULD NOT CONSTRUE THIS WHITEPAPER AS LEGAL, TAX OR TRANSACTION ADVICE AND, IF THE CUSTOMER ACQUIRES TOKENS, THE CUSTOMER WILL BE REQUIRED TO MAKE A REPRESENTATION TO THAT EFFECT. THE CUSTOMER SHOULD REVIEW THE PROPOSED TRANSACTION AND THE LEGAL, TAX AND OTHER CONSEQUENCES THEREOF WITH ITS OWN PROFESSIONAL ADVISORS. IN PARTICULAR, YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES WITHIN THE COUNTRY OF YOUR CITIZENSHIP, RESIDENCE, DOMICILE, AND PLACE OF BUSINESS WITH RESPECT TO THE ACQUISITION, HOLDING, AND DISPOSAL OF TOKENS AND ANY FOREIGN EXCHANGE OR OTHER RESTRICTIONS THAT MAY BE RELEVANT THERETO.
IN MAKING A TRANSACTION DECISION, THE CUSTOMER MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TOKENS, INCLUDING THE MERITS AND RISKS INVOLVED. THE PURCHASER AND ITS REPRESENTATIVE(S), IF ANY, ARE INVITED TO ASK QUESTIONS AND OBTAIN ADDITIONAL INFORMATION FROM THE COMPANY CONCERNING ANY RELEVANT MATTERS.
PROSPECTIVE PURCHASERS OF THE TOKENS SHOULD CONDUCT THEIR OWN DUE DILIGENCE BEFORE INVESTING AND CONSULT A CERTIFIED FINANCIAL ADVISER IF ANY TERMS OF PROMOTIONAL DOCUMENTATION ARE NOT FULLY UNDERSTOOD.
THE PURCHASE OF A TOKEN IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THE PURCHASER MUST BE PREPARED TO LOSE ALL OR SUBSTANTIALLY ALL OF THE VALUE TRANSACTED FOR THE TOKENS.
THE ABILITY OF TOKENHOLDERS TO EXCHANGE TOKENS MAY BE STRICTLY LIMITED. A TOKENHOLDER MAY EXCHANGE TOKENS AS SPECIFICALLY DESCRIBED IN THIS WHITEPAPER AND COMPANY WEBSITE. THE EXCHANGES OF DIFFERENT TOKENHOLDERS COULD, UNDER CERTAIN CIRCUMSTANCES, ADVERSELY AFFECT OTHER TOKENHOLDERS.
THIS WHITEPAPER DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.
OTHER THAN COMPANY MANAGERS AND DIRECTORS, NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR FURNISH ANY INFORMATION WITH RESPECT TO THE COMPANY OR THE TOKENS, OTHER THAN THE REPRESENTATIONS AND INFORMATION SET FORTH IN THIS WHITEPAPER. ANY INFORMATION NOT CONTAINED HEREIN OR OTHERWISE SUPPLIED BY COMPANY MANAGERS AND DIRECTORS IN WRITING MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
A CUSTOMER SHOULD NOT AQUIRE TOKENS UNLESS SATISFIED THAT THE PURCHASER AND THE PURCHASER’S PROFESSIONAL ADVISERS HAVE ASKED FOR AND RECEIVED ALL INFORMATION WHICH THEY BELIEVE TO BE NECESSARY OR ADVISABLE FOR THEM TO EVALUATE THE MERITS AND RISKS OF SUCH TRANSACTION.
ALTHOUGH THIS WHITEPAPER CONTAINS SUMMARIES OF CERTAIN TERMS OF CERTAIN DOCUMENTS, PURCHASERS SHOULD REFER TO THE ACTUAL DOCUMENTS (COPIES OF WHICH ARE AVAILABLE FROM THE COMPANY AT NO COST TO YOU) FOR COMPLETE INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE PARTIES THERETO. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY THE TERMS OF THE ACTUAL DOCUMENTS.
THE COMPANY WILL MAKE AVAILABLE TO THE PURCHASER AND THE PURCHASER’S PROFESSIONAL ADVISERS THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM REPRESENTATIVES OF THE COMPANY CONCERNING THE COMPANY AND OTHER MATTERS RELATED TO THE TOKENS, AS WELL AS TO OBTAIN ANY ADDITIONAL RELATED INFORMATION (TO THE EXTENT THAT THEY POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE) IN ORDER TO VERIFY THE INFORMATION SET FORTH IN THIS WHITEPAPER.
THE INFORMATION CONTAINED HEREIN IS CURRENT ONLY AS OF THE DATE HEREOF AND YOU SHOULD NOT, UNDER ANY CIRCUMSTANCES, ASSUME THAT THERE HAS NOT BEEN ANY CHANGE IN THE MATTERS DISCUSSED HEREIN SINCE THE DATE HEREOF.
THE TOKENS ARE SUITABLE ONLY FOR SOPHISTICATED AND INFORMED CUSTOMER WHO EITHER ARE NOT U.S. PERSONS OR ARE PERMITTED U.S. PERSONS SUCH AS ACCREDITED INVESTORS.
THIS WHITEPAPER MAY BE TRANSLATED INTO OTHER LANGUAGES, BUT IN THE EVENT OF ANY INCONSISTENCY OR AMBIGUITY IN RELATION TO THE MEANING OF ANY WORD OR PHRASE IN ANY TRANSLATION, THE ENGLISH TEXT SHALL PREVAIL AND ALL DISPUTES AS TO THE TERMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SINGAPORE.
THIS WHITEPAPER DOES NOT CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN SINGAPORE, TO ACQUIRE THE TOKENS NOR ARE THE TOKENS AVAILABLE IN SINGAPORE.
For Australian Prospective Tokenholders
No offer for subscription or purchase of the Tokens offered hereby, nor any invitation to acquire or buy such Tokens has been made or issued in Australia, otherwise than by means of an excluded issue, excluded offer or excluded invitation within the meaning of Section 66 (2) or 66 (3) of the Corporations Law (Revised). Accordingly, this Whitepaper has not been lodged with the Australian Securities and Transactions Commission. Further, the Tokens offered hereby may not be resold in Australia within a period of six (6) months after the date of issue otherwise than by means of an excluded offer or excluded invitation as described above.
For Belgian Prospective Tokenholders
This Whitepaper has not been submitted to nor approved by the Belgian Banking and Finance Commission.
For Canadian Prospective Purchasers
Any issuance of Tokens to a Canadian resident will be subject to the issuance being exempt from the requirement that the Company prepare and file a prospectus with the relevant Canadian securities regulatory authorities. Under applicable securities laws, any resale of Tokens so acquired may be required to be made in accordance with exemptions from registration and prospectus requirements. Purchasers are advised to consult with their own legal advisors concerning restrictions applicable to the purchase and any resale under securities law.
Each Canadian purchaser who acquires Tokens will be deemed to represent to the Company that: (i) such purchaser is entitled under applicable Canadian provincial securities laws to purchase such Tokens without the benefit of a prospectus qualified under, or registration under, such securities laws; (ii) to the knowledge of such purchaser, the sale of Tokens was not accompanied by any advertisement in printed public media, radio, television or telecommunications including electronic display; (iii) such purchaser has reviewed the restrictions set out in the foregoing paragraph; and (iv) where required by law, such purchaser is purchasing as principal and not as agent, and is purchasing for investment only and not with a view to resale or distribution.
For Singaporean Prospective Tokenholders
No invitation may be made to the public in Singapore to acquire the Tokens other than exempted entities as defined under applicable Singaporean law.
For Cayman Islands Prospective Tokenholders
No invitation may be made to the public in the Cayman Islands to acquire the Tokens other than exempted entities established in the Cayman Islands engaged in offshore business.
For Finnish Prospective Tokenholders
The Tokens offered hereby may not be publicly offered, sold or advertised in Finland and this Whitepaper may only be circulated to a limited number of persons in Finland.
For French Prospective Tokenholders
The Tokens offered hereby do not comply with the conditions imposed by French law for issuance, distribution, sale, public offering, solicitation and advertising within France. The distribution of this Whitepaper and the offering of Tokens in the Company in France are therefore restricted by French law. Prospective purchasers should inform themselves as to the restrictions with respect to the manner in which they may dispose of Tokens in France.
For Hong Kong Prospective Tokenholders
This Whitepaper does not constitute an offer to the public in Hong Kong to acquire Tokens. No steps have been taken to register this Whitepaper as a prospectus in Hong Kong.
It is a condition of an offer that each person who agrees to acquire Tokens provides a written undertaking that it (or its principal) is acquiring such Tokens for investment purposes only and not with a view to distribute or resell such Tokens and that it will not offer for sale, resell or otherwise distribute or agree to distribute such Tokens within six months from their date of sale to such person.
For Republic of Ireland Tokenholders
It is not the present intention of the Company to advertise or market the Tokens in Ireland, and no such marketing will take place without the prior approval in writing of the Central Bank of Ireland.
For Israeli Prospective Tokenholders
Israeli residents, other than those considered “exemption holders” under the General Currency Control Permit, 1978, require a special permit from the Israeli controller of foreign currency in order to purchase the Tokens. The Tokens may only be acquired by a limited number of sophisticated purchasers, in all cases under circumstances designed to preclude a distribution, which would be other than a private placement.
For Italian Prospective Tokenholders
No action has or will be taken which would allow an offering of Tokens to the public in Italy. Accordingly, Tokens may not be offered, sold or delivered to the public in Italy. Individual sales of Tokens to any person in Italy may only be made according to Italian securities, tax and other applicable law and regulations.
For Japanese Prospective Tokenholders
Under Article 23-14, Paragraph 1 of the Securities Exchange Law (“SEL”), the purchase of Tokens cannot be made unless the Purchaser agrees that it will not distribute the Tokens to any person other than a non-resident of Japan (as defined in Article 6, Paragraph 1(6) of the foreign exchange and foreign trade laws), except if all the Tokens (excluding the Tokens assigned to non-residents of Japan) are assigned to one person. Furthermore disclosure under the SEL has not been made.
For Netherlands Prospective Tokenholders
The Tokens will not be offered, transferred or sold, whether directly or indirectly, to any individual or legal entity in the Netherlands, as part of their initial distribution or at any time thereafter, other than to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade (which includes banks, brokers, dealers, insurance companies, pension funds, other institutional purchasers and commercial enterprises which regularly as an ancillary activity, invest in securities).
For Swedish Prospective Tokenholders
The Tokens are being offered to a limited number of institutional purchasers and therefore this Whitepaper has not been, and will not be, registered with the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act. Further, no Tokens may otherwise be marketed and offered for sale in Sweden, other than in circumstances which are deemed not to be an offer to the public in Sweden under the Financial Instruments Trading Act.
For Swiss Prospective Tokenholders
This Company has not been authorized by the Swiss Federal Banking Commission as a foreign investment fund under relevant regulations. The Tokens in the Company are subject to certain restrictions on redemption and may be transferred or assigned only with the prior written consent of the Company and in accordance with any applicable laws or regulations relating to or governing the Company. The Company’s Tokens are long-term investments. No person maintains (or will maintain) any market for the Tokens in the Company; the listing of the Company with a stock exchange is not envisioned. The Company will be marketed exclusively to institutional purchasers (banks, pension funds, insurance companies, etc.) and other purchasers whose assets are professionally managed; no public offering of the Tokens in the Company will take place.
For United Kingdom Prospective Tokenholders
The Company is not a recognized collective investment scheme for the purposes of the Financial Services and Markets Act 2000 of the United Kingdom (the “Act”). The promotion of the Company and the distribution of this Whitepaper in the United Kingdom is accordingly restricted by law.
This Whitepaper is being issued in the United Kingdom by the Company to, and/or is directed at, persons to whom it may lawfully be issued or directed at under The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 including persons who are authorized under the Act (“Authorized Persons”), certain persons having professional experience in matters relating to investments, high net worth companies, high net worth unincorporated associations or companies, trustees of high value trusts and persons who qualify as certified sophisticated purchasers. The Tokens are only available to such persons in the United Kingdom and this Whitepaper must not be relied or acted upon by any other persons in the United Kingdom.
In order to qualify as a certified sophisticated investor a person must (a) have a certificate in writing or other legible form signed by an Authorized Person to the effect that he is sufficiently knowledgeable to understand the risks associated with participating in unrecognized collective investment schemes and (b) have signed, within the last twelve (12) months, a statement in a prescribed form declaring, amongst other things, that he qualifies as a sophisticated investor in relation to such investments.
This Whitepaper is exempt from the general restriction in Section 21 of the Act on the communication of invitations or inducements to engage in investment activity on the grounds that it is being issued to and/or directed at only the types of person referred to above.
The content of this Whitepaper has not been approved by an authorized person and such approval is, save where this Whitepaper is directed at or issued to the types of person referred to above, required by Section 21 of the Act.
For United Arab Emirates Prospective Tokenholders
Neither this Whitepaper nor the Tokens have been submitted to or approved by the Dubai Virtual Asset Regulatory Authority, or the Securities and Commodities Authority.
RISK FACTORS, CONFLICTS OF INTEREST AND OTHER CONSIDERATIONS
Before purchasing Tokens, you should carefully consider various risk factors and conflicts of interest, as well as suitability requirements, restrictions on transfer of Tokens, inability to exchange the Tokens, and various legal, tax and other considerations, all of which are discussed elsewhere in this Whitepaper.
AN ACQUISITION OF TOKENS OFFERED BY THE COMPANY SHOULD BE VIEWED AS A NON-LIQUID TRANSACTION AND INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER THE PURCHASE OF TOKENS ONLY IF YOU HAVE CAREFULLY READ THIS WHITEPAPER.
An acquisition of Tokens involves significant risks not associated with other kinds of investment and is suitable only for persons of adequate financial means who have no need for liquidity in this acquisition. There can be no assurances or guarantees that (i) the Company’s objectives will prove successful or (ii) purchasers will not lose all or a portion of the value of the funds placed in acquiring the Tokens.
You should consider purchasing the Tokens only if you are willing to undertake the risks involved. In addition, purchasers who are subject to income tax should be aware that an acquisition of Tokens may likely (if the Company is successful) to create taxable income through their appreciation. You should therefore bear in mind the following risk factors and conflicts of interest before purchasing Tokens:
COMPANY AND TOKEN RELATED RISKS
Operating History. The Company has little to no operating history and is therefore subject to all risks associated with being a new enterprise.
Limited Liquidity. An acquisition of Tokens involves substantial restrictions on liquidity, and are not freely transferable. There may be no market for the Tokens, and no market is guaranteed to develop. Consequently, Tokenholders may be unable to exchange or liquidate their Tokens. Tokenholders may be unable to exchange their Tokens promptly in the event of an emergency or for any other reason. Although a Tokenholder may attempt to increase its liquidity by borrowing from a competent institution, the Tokens may not readily be accepted as collateral for a loan. In addition, transfer of a Token as collateral or otherwise to achieve liquidity may result in adverse tax consequences to the transferor.
Dependence Upon the Managers and Directors. The Company’s success will depend on the management of the managers and directors and, in particular, on the skill and acumen of its staff. If some or all of the members or directors die, become disabled or otherwise cease to participate in the Company’s business could be severely impaired. Tokenholders will not have any right or opportunity to participate in the management of the Company or to select or evaluate any of the Company’s strategies. Although Company mangers, directors and staff intend to devote significant time to the business of the Company, they will not devote all of their time.
The Company is also dependent upon its counterparties and the businesses that are not controlled by the Company and that provide services to the Company, including legal counsel and auditors. Errors are inherent in the business and operations of any business, and although the Company will adopt measures to prevent and detect errors by, and misconduct of, counterparties and service providers, and transact with counterparties and service providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Company and the Token’s value. In addition, absent a direct contractual relationship between the purchaser and the relevant service provider, no Tokenholder will have any contractual claim against any service provider for any reason related to its services to the Company.
Relation to Token’s Value History. The history of the Token’s market value may not be indicative of the Token’s future value. The nature of, and risks associated with the Token may differ substantially from other cryptographic tokens on the market. There can be no assurance that the Tokens will perform as well as other cryptographic tokens or that the Company will be able to avoid losses.
Opinions and Estimates. Opinions and estimates offered herein constitute the judgment of the Company and are subject to change, as are statements about market trends. All opinions and estimates are based on assumptions, all of which are difficult to predict and many of which are beyond the Company’s control. In addition, any calculations used to generate estimates were not prepared with a view towards compliance with any published guidelines. In preparing this Whitepaper, the Company has relied upon and assumed, without independent verification, the accuracy and completeness of all information. The Company believes that the information provided herein is reliable; however, it does not warrant its accuracy or completeness.
Potential Conflicts of Interest. The Company and its affiliates and their respective directors, partners, members, officers, employees and agents may be subject to certain conflicts of interest.
Lack of Registration. The Tokens have not been registered under the Securities Act of 1933 (the “Securities Act”) or under the securities or “blue sky” laws of any state of the United States and, therefore, may be subject to transfer restrictions if deemed a security under the Securities Act or other applicable law. The Tokens have not been registered under the laws of any non-U.S. jurisdiction and may be subject to restrictions on issuances and transfer under the laws of such jurisdictions. In connection with a purchase of Tokens, purchasers must represent that they are purchasing the Tokens for purposes of using on the Company’s platform only and not with a view toward resale or distribution. The Company does not have any plans or has assumed any obligation to register these Tokens. Accordingly, the Tokens may not be transferred without an opinion of counsel addressed to the Company that the transfer will not involve a violation of the registration requirements of the Securities Act. Ordinarily, this means that transfers will be restricted to instances of death, gift, or passage by operation of law. These restrictions on transfer are in addition to those found in the Articles.
Right to Dissolve the Company or Bar Tokenholders. The Company’s managers, directors, and shareholders have the inherent right to wind- up and dissolve the Company at any time upon 90 calendar days’ notice to the Tokenholders. Accordingly, there is a risk that if the Company’s assets become depleted the Company’s managers, directors, and shareholders may elect to wind-up and dissolve the Company and distribute its remaining assets. The Company also has the right to refund Tokenholders and burn their Tokens at any time, with cause (e.g. for AML and CTF purposes). Such mandatory refunding could result in adverse tax and/or economic consequences to such Tokenholder. However, no person will have any obligation to reimburse any portion of a Tokenholder’s losses upon dissolution or otherwise.
No Participation in Management. The management of the Company’s operations is vested solely in the Company’s managers and directors. The Tokenholders will not have any right to take part in the conduct or control of the business of the Company. In connection with the management of the Company’s business, the managers and directors and their principals will devote only such time to Company matters as they determine in their sole discretion.
Limitation of Liability and Indemnification of the Managers & Directors. The Company articles provide that managers and directors shall be indemnified against and shall not be liable for, any loss or liability incurred in connection with the affairs of the Company so long as such loss or liability did not involve fraud, gross negligence or willful misconduct.
NATURE OF COMPANY’S BUSINESS
General. The Company’s business will concentrate on blockchain related projects, including virtual assets (which term includes, but is not limited to, virtual currencies, crypto-currencies, and digital coins and tokens) and other assets that have significant risks as a result of business, financial market or legal uncertainties. There can be no assurance that the Company will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on of certain business strategies pursued. Prices and market movements of the Tokens may be volatile, and a variety of other factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the value of the Tokens. As a result, the Token’s performance over a particular period may not necessarily be indicative of the results in future periods.
Virtual Assets Generally. The characteristics of virtual assets generally differ from those of traditional currencies, commodities or securities. Importantly, virtual assets generally are not backed by a central bank or a national, supra-national or quasi-national organization, any hard assets, human capital, or other form of credit. Rather, virtual assets are market-based: a virtual asset's value is determined by (and fluctuates often, according to) supply and demand factors, the number of merchants that accept it, and the value that various market participants place on it through their mutual agreement, barter or transactions. virtual assets are an evolving, relatively new product and technology. The methods whereby each virtual asset is created, secured, accessed and used may differ from one another. Different virtual assets may contain similar (or different) features.
Developing Regulatory Scheme. The regulatory regimes of virtual assets, blockchain technologies, and cryptocurrency exchanges are undeveloped, varies significantly among jurisdictions and re subject to significant uncertainty. Some enterprises that the Company may invest in may operate in industries in which there are significant regulatory concerns. The Company believes that various legislative and executive bodies are currently considering, or may in the future consider, laws, regulations, guidance, or other actions, which may severely impact the Company's ability to invest, or the Company's ability to gain market share. Failure by the Company 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 adverse consequences, including civil penalties and fines. It is possible that any jurisdiction may, in the near or distant future, adopt laws, regulations, policies or rules directly or indirectly affecting the Bitcoin network, generally, or restricting the right to acquire, own, hold, sell, convert, trade, or use virtual assets, or to exchange digital for other currency or other virtual assets. Developments in regulation may alter the nature of the Company's business or restrict the use of blockchain assets or the operation of a blockchain network upon which the Company relies in a manner that adversely affects the Company. Any additional regulatory obligations may cause the Company to incur extraordinary, non-recurring expenses, and/or ongoing compliance expense, possibly affecting an acquisition of Tokens in an adverse manner. If the Company determines not to comply with such regulatory requirements, the Company may be liquidated at a time that is disadvantageous to an investor in the Company. To the extent the Company limits or reduces the scope of certain activities, purchasers' rights or investment initiatives, in order to limit the applicability of government regulation and supervision, acquisition of Tokens may be adversely affected.
Cryptocurrencies not Guaranteed by Central Banks. Virtual assets that operate as a medium of exchange are not issued or guaranteed by any central bank or a national, supra-national or quasi- national organization, and there is no guarantee that such virtual assets may operate as a legal medium of exchange in any jurisdiction. In fact, certain jurisdictions have completely prohibited the usage of certain virtual assets in such jurisdiction.
Third Party Usage. As a relatively new product and technology, virtual assets are not yet widely adopted as a means of payment for goods and services. Banks and other established financial institutions may refuse to process funds for cryptocurrency transactions, process wire transfers to or from cryptocurrency exchanges, blockchain-related companies or service providers, or maintain accounts for persons or entities transacting in virtual assets.
Risks Related to Exchanges. The exchanges on which virtual assets trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Exchanges generally require cash to be deposited in advance in order to purchase virtual assets, and no assurance can be given that those deposit funds can be recovered. Additionally, upon the sale of virtual assets, cash proceeds may not be received from the exchange for several business days. The participation in exchanges requires users to take on credit risk by transferring Cryptocurrencies and Tokens from a personal account to a third-party's account. The Company will take credit risk of an exchange every time it transacts.
Virtual assets exchanges may impose daily, weekly, monthly or customer-specific transaction or distribution limits or suspend withdrawals entirely, rendering the exchange of virtual currency or digital token for other currency difficult or impossible. Additionally, virtual assets prices and valuations on virtual exchanges have been volatile and subject to influence by many factors including the levels of liquidity on exchanges and operational interruptions and disruptions. The prices and valuation of virtual assets remain subject to any volatility experienced by virtual exchanges, and any such volatility can adversely affect an acquisition of Tokens.
Virtual asset exchanges are appealing targets for cybercrime, hackers and malware. It is possible that while engaging in transactions, any such exchange may cease operations due to theft, fraud, security breach, liquidity issues, or government investigation. In addition, banks may refuse to process wire transfers to or from exchanges. Many exchanges have, indeed, closed due to fraud, theft, government or regulatory involvement, failure or security breaches, or banking issues.
Virtual assets exchanges may shut down or go offline voluntarily, without any recourse to purchasers. Regulatory protections may not exist to protect purchasers from financial losses if an exchange platform that exchanges or holds virtual assets is hacked, fails or goes out of business. In addition, currently there is no U.S. or foreign governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen virtual assets from an exchange. Consequently, an exchange may be unable to replace missing virtual assets or seek reimbursement for any theft of virtual assets, adversely affecting purchasers and an acquisition of Tokens.
Any financial, security or operational difficulties experienced by virtual assets exchanges may result in an inability of the Company to recover money, virtual assets being held by the exchange, or to pay purchasers upon redemption. Further, the Company may be unable to recover virtual assets awaiting transmission into or out of the Company, all of which could adversely affect an acquisition of Tokens. Additionally, to the extent that a digital asset exchange represents a substantial portion of the volume in particular virtual assets trading are involved in fraud or experience security failures or other operational issues, such exchanges' failures may result in loss or less favorable prices of a particular virtual assets, or may adversely affect the Company, its operations and investments, or Tokenholders.
Due to the nature of electronic communication processes, Virtual asset exchanges typically do not guarantee or warrant their websites or electronic platforms will be uninterrupted, without delay, error- free, omission-free, or free of viruses. Therefore, information and services provided by digital asset exchanges are typically provided “AS-IS” without warranties of any kind, express or implied, including accuracy, timeliness and completeness. When trading virtual assets, purchasers are generally not protected by any exchange rights.
Volatility. A principal risk in trading virtual assets is the rapid fluctuation of its market price of such assets. The value of the Tokens may relate directly to the value of the virtual assets held in the Company and fluctuations in the price of virtual assets could adversely affect the net asset value of the Company. There is no guarantee that the Company will be able to achieve a better than average market price for its virtual assets or will purchase such virtual assets at the most favorable price available. The price of virtual assets achieved by the Company may be affected generally by a wide variety of complex and difficult to predict factors such as supply and demand; rewards and transaction fees for the recording of transactions on the applicable blockchain; availability and access to virtual currency service providers (such as payment processors), exchanges, miners or other blockchain users and market participants; security vulnerability; inflation levels; fiscal policy; interest rates and political, natural and economic events.
To the extent the public demand for virtual assets were to decrease, or the Company was unable to find a willing buyer, the price of virtual assets could fluctuate rapidly and the Company may be unable to sell the virtual assets in its possession or custody. Such changes in demand and supply could adversely affect an acquisition of Tokens. In addition, governments may intervene, directly and by regulation, in the virtual assets market, with the specific effect, or intention, of influencing virtual assets prices and valuation.
Transaction Market. Private and professional purchasers and speculators invest and trade in virtual assets. These market participants may range from exchange-traded-funds, private investment funds, brokers and day-traders. Certain activity involving such virtual assets may require approvals, licenses or registration, which may serve as a barrier to entry of purchasers, thereby limiting the market for virtual assets. There is no assurance that the investment market for virtual assets will continue to grow.
Irreversible Nature of Blockchain Transactions. Transactions involving Cryptocurrencies and Tokens that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user's virtual assets, the transaction is not reversible. The Company may be unable to replace missing virtual assets or seek reimbursement for any erroneous transfer or theft of virtual assets. To the extent that the Company is unable to seek redress for such action, error or theft, such loss could adversely affect an acquisition of Tokens.
Theft or Loss. Virtual assets are intended to be controllable only by the possessor of both the unique public and private keys relating to the local or online digital wallet in which the virtual assets are held. To the extent private keys relating to the Company's virtual assets are lost, destroyed or otherwise compromised, the Company will be unable to access the related virtual assets. Any loss of private keys relating to digital wallets used to store the Company's virtual assets could adversely affect an acquisition of Tokens. The Company intends to use third party wallet providers to hold the Company's virtual assets. The Company may have a high concentration of its virtual assets in one location or with one third party wallet provider, which may be prone to losses arising out of hacking, loss of passwords, compromised access credentials, malware, or cyber-attacks. The Company is not required to maintain a minimum number of wallet providers to hold the Company's virtual assets. The Company may not do detailed information technology diligence on such third party wallet providers and, as a result, may not be aware of all security vulnerabilities and risks. Certain third party wallet providers may not indemnify the Company against any losses of virtual assets. Digital assets held by third parties could be transferred into "cold storage" or "deep storage," in which case there could be a delay in retrieving such virtual assets. The Company may also incur costs related to third party storage. Any security breach, incurred cost or loss of virtual assets associated with the use of a third party wallet provider, may adversely affect an acquisition of Tokens.
Hackers or malicious actors may launch attacks to steal, compromise, or secure virtual assets, such as by attacking the applicable blockchain network source code, exchange servers, third-party platforms, cold and hot storage locations or software, or virtual assets transaction history, or by other means. As the Company increases in size, it may become a more appealing target of hackers, malware, cyber-attacks or other security threats. At this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen virtual assets. Consequently, the Company may be unable to replace missing virtual assets or seek reimbursement for any theft, adversely affecting an acquisition of Tokens.
Transactions in virtual assets may be misused for criminal activities, including money laundering. Transactions in virtual assets are public, but the owners and recipients of these transactions generally are not. Transactions are largely untraceable, and provide digital asset consumers with a high degree of anonymity. It is therefore possible that the digital asset network will be used for transactions associated with criminal activities, including money laundering. This misuse could affect purchasers, as law enforcement agencies may decide to close exchange platforms and prevent purchasers from accessing or using any funds that the platforms may be holding for them.
RISKS RELATED TO OPERATIONS AND TRANSACTION ACTIVITIES
Systems and Operational Risks Generally. The Company depends on the managers and directors to develop and implement appropriate systems for the Company's activities. Certain of the Company's activities will be dependent upon systems operated by third parties, including market counterparties and other service providers, such as virtual asset exchanges and wallet providers, and the managers and directors may not be in a position to verify the risks or reliability of such third-party systems. Failures in the systems employed by the managers and directors, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Company's operations may cause the Company to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Company and the Tokens.
Cybersecurity Risk. As part of its business, the managers and directors process, store and transmit large amounts of electronic information, including information relating to the transactions of the Company and personally identifiable information of the Tokenholders. Similarly, service providers of the Management or the Company, may process, store and transmit such information. The managers and directors have procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Company may be susceptible to compromise, leading to a breach of the Company’s network. The Company's systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by the Company to the Tokenholders may also be susceptible to compromise. Breach of the Company's information systems may cause information relating to the transactions of the Company and personally identifiable information of the Tokenholders to be lost or improperly accessed, used or disclosed. The service providers of the Company are subject to the same electronic information security threats as the Company. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Company and personally identifiable information of the Tokenholders may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Company’s or the Company's proprietary information may cause the Company to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Company and the Tokens.
Risks Inherent in Computer-Driven and Intellectual Property Based Systems. The Company relies to a material extent on a wide range of intellectual property systems, including computer hardware and software systems and telecommunications systems, in substantially all phases of its operations, including research, valuation, trade identification and construction, trade execution, clearing, risk management, back office functions and reporting. As described above, intellectual property systems are subject to a number of inherent and unpredictable risks. For example, there may be material undiscovered errors in software programs; software and/or hardware may malfunction and/or degrade; electronic and telecommunications delivery may fail; security breaches may lead to unauthorized trades or stolen intellectual property; services provided by third-party vendors to support the intellectual property systems may be interrupted; and computer-driven trading errors may occur. For the sake of clarity and without limitation, though losses arising from computer-driven and intellectual property-based systems could adversely affect the Company's performance, such losses would likely not constitute reimbursable trade errors under the Company’s policies.
Legal, Tax and Regulatory Risks. Legal, tax and regulatory changes could occur which may adversely affect the Company and the Tokens. The regulatory and tax environments for blockchain-related businesses virtual assets are evolving, and changes in the regulation or taxation of may adversely affect the value of the Tokens or the ability of the Company to pursue its business strategies. There has been an increase in scrutiny of the virtual asset industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Company to pursue its strategies or employ counterparties could have a material adverse effect on the Company and the Tokens. In addition, the managers and directors may, in their sole discretion, cause the Company to be subject to certain laws and regulations if it believes that a business activity is in the Company’s interest, even if such laws and regulations may have a detrimental effect on one or more Tokenholders. The tax characterization of virtual assets is evolving in many jurisdictions and the investing and trading in virtual assets may have tax implications, such as value added tax or capital gains tax.
Trading Limitations. For all Tokens listed on an exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. Such suspensions or limits could affect he Tokens value. Also, such a suspension could render it impossible for you to exchange the Tokens and s and thereby expose you to potential losses.
No Regulatory Oversight by SEC. The Company is not registered as an “investment company” under the Transaction Company Act or under the laws of any non-U.S. jurisdiction, nor are the Tokens registered with the SEC. Further, the Company is not registered as an investment adviser with the SEC or any state regulatory agency by virtue of an exemption under the Advisers Act. Consequently, Tokenholders will not benefit from some of the protections afforded by the Transaction Company Act, including certain SEC oversight.
CONFLICTS OF INTEREST
General. The managers and directors are accountable to the Company as a fiduciary and, consequently, must exercise good faith and integrity in handling the business of the Company. Nevertheless, in the conduct of such business, conflicts may arise between the interests of the manager and directors and their principals, and those of purchasers, and you should be aware of these conflicts of interest before investing.
Services to Others. Neither the managers, directors, their principals, nor their affiliates are restricted by an agreement to compete with the Company. The managers, members, officers, affiliates and employees engage in other activities or ventures which may result in various conflicts of interest between such persons or entities and the Company. Neither managers, members, officers, affiliates and employees have any obligation to devote their full time to the business of the Company. Such persons and entities are required to devote only such time and attention to the affairs of the Company as they may deem appropriate in their discretion.
Lack of Separate Representation. The attorneys, accountants and others who have performed services for the Company in connection with this offering, and who will perform services for the Company in the future, have been and will be selected by the managers and directors. No independent counsel has been retained to represent the interests of purchasers or Tokenholders. You are therefore urged to consult your own counsel as to the terms and provisions of the all applicable documents.