Introduction

This whitepaper follows the draft technical standards specifying certain requirements of the Markets in Crypto Assets Regulation (MICA) as published in ESMA's Final Report from 3 July 2024

MICA requirement
Value

Date of notification

2024/11/22

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

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

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

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

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

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

Statement in accordance with Article 6(5), point (d) of Regulation (EU) 2023/1114

Not applicable

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

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

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

Warning This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone. The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law. This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council (36) or any other offer document pursuant to Union or national law.

Characteristics of the crypto-asset

The OffChain Luxembourg Token (OCLT) is the currency of an emerging community, the OffChain Luxembourg community. The aim of the OffChain Luxembourg community is to reinforce the social and economic ties binding the people living and working in Luxembourg and the Grande Région and generate new value, for the prosperity and well-being of the greatest number. Such communities can only scale if they issue and operate a currency functioning like unit of account, medium of exchange and store of value. OCLT is compliant with laws and regulations and is secured by Distributed Ledger Technology (DLT, or blockchain). Any person, without discrimination, can obtain one or more DLT wallets and acquire OCLT. The building of a cross-borders community with a currency is an experiment made possible by blockchain technology. The issuer and offeror of OCLT, OffChain Luxembourg a.sb.l. (OCL) makes therefore no guarantees whatsoever toward the owners of OCLT. In particular, no guarantee, express or implied is specifically made as to the effectiveness of OCLT in acting as a store of value. OCLT is and will be used as a voluntary and complementary unit of account and medium of exchange among persons who accept to use it as such. OCLT can be earned and transacted and can be transferred freely to any wallet. It can also be voluntarily locked ("staked") by its owner for any period of time, thus becoming non-transferrable but in exchange possibly accruing certain rights, yet to be specified. "Staked" OCLT can be unlocked and become transferrable again over a period of 30 days. Owning OCLT confers no defined rights at this time and owners of OCLT incur no obligations toward OCL. OCL has put in place an initial governance structure that is described hereafter and will decide over potential future modifications. All OCLT owners are treated equitably, taking into account their holdings, and are invited to collaborate in the framework of the governance structure to any future potential evolution of rights and obligations.

Key information about the offer to the public

The public is invited to participate in the experiment of building a cross-border community with a currency by making donations of less than 1000€ (but more than 50€) to OffChain Luxembourg a.s.b.l. The donor contributions will be recognized by awards of OCLT. The offer has no minimum. The maximum amount collected by this offer will be capped at 990 000€ and no awards of OCLT will be made once this amount has been reached. The amount of OCLT received in recognition by the contributors will depend on the moment at which the contributions are received and the speed at which they are received. The early contributors will be rewarded with 500 OCLT per euro until a total amount of 165 000€ has been donated. Later donators will receive 333 OCLT per euro until 330 000€ have been donated. After this milestone, ulterior contributors will receive 222 OCLT per euro until the threshold of 495 000€ in donations has been reached. The later contributors, until 660 000€ in donations have been made, will receive 167 OCLT per euro. The last contributors will receive 133 OCLT per euro until 990 000€ in donations have been made. Consequently, the maximum number of OCLT awarded will be 245,520 million OCLT. The prospective holders are natural and legal persons interested in supporting and / or participating in the social and economic experiment. This offer will run for 12 months, from 30 December 2024 at the earliest till 29 December 2025.

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