Part E: Information about the offer to the public of crypto-assets
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
Public Offering or Admission to trading
OTPC
Reasons for Public Offer or Admission to trading
OCLT will be offered to the public in order to raise funds that will allow OffChain Luxembourg a.s.b.l to hire a professional team in order to implement a MVP and to foster community growth. By making the token accessible to a broader audience, we aim to engage more users, and build a strong, vibrant community around our project. This increased community engagement will drive network effects, enhance the platform's ecosystem, and create long-term value for all stakeholders.
Fundraising Target
990,000 €
Minimum Subscription Goal
not applicable
Maximum Subscription Goal
990,000 €
Oversubscription Acceptance
FALSE
Oversubscription Allocation
not applicable
Issue Price
0,002€ - 0,0075€
Official currency or any other crypto-assets determining the issue price
EUR
Subscription fee
0.00 €
Offer Price Determination Method
Variable, time-dependent price offer. 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.
Total Number of Offered Crypto-Assets
245 520 000 OCLT at most
Targeted Holders
ALL
Holder restrictions
US persons and persons from OFAC sanctioned countries
Reimbursement Notice
Contributors participating in the offer to the public of this crypto-asset will be able to be reimbursed if the minimum target subscription goal is not reached at the end of the offer to the public, if they exercise the right to withdrawal foreseen in Article 13 of Regulation (EU) 2023/1114 or if the offer is cancelled
Refund mechanism
No refund is envisioned as the funds constitute donations to OffChain Luxembourg a.s.b.l., the offer has no minimum subscription goal, the right of withdrawal does not apply as the OCLT token is already admitted to trading on a decentralized market and the offer cannot be cancelled
Refund timeline
Not applicable
Offer phases
Phase 1: until 165000€ are donated. Phase 2: until 330000€ are donated. Phase 3: until 495000€ are donated. Phase 4: until 660000€ are donated. Phase 5: until 990000€ are donated
Early purchase discount
In order to encourage donations, 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 token. The last contributors will receive 133 OCLT per euro until 990 000€ in donations have been made.
Time-limited offer
TRUE
Subscription period beginning
2024-12-30
Subscription period end
2025-12-29
Safeguarding Arrangements for Offered Funds/Crypto-Assets
OffChain Luxembourg a.s.b.l. will not receive any funds. Instead, funds donated will be converted on the fly by an on-ramp service into cryptocurrencies. The crypto-assets will be safeguarded on the blockchain as the right to withdrawal does not apply. OffChain Luxembourg will also accept donations in crypto currencies that will be safeguarded by bitFlyer.eu, a MiCA-compliant CASP that provides custody and administration of crypto-assets on behalf of clients.
Payment Methods for Crypto-Asset Purchase
For donations of funds, OffChain Luxembourg a.sb.l. has integrated an on-ramp service provided by Transak, a MiCA-compliant CASP, that converts on the fly euros donated to a specific crypto-asset, HIVE. For crypto asset donations, other than HIVE, OffChain Luxembourg will publish its addresses with bitFlyer Europe S.A.
Value Transfer Methods for Reimbursement
No reimbursement of the donation is envisioned
Right of Withdrawal
Right of withdrawal does not apply as the offer is structured as a reward and recognition of a donation not as a sale; in addition, OCLT has already been admitted to trading on a decentralized exchange (Art.13-4.)
Transfer of Purchased Crypto-Assets
Donors who register a valid DLT address will receive OCLT to that address. OffChain Luxembourg a.s.b.l. will create a DLT address for donors who provide a valid e-mail address or phone number and will send there the credentials. OCLT tokens will be transferred to the newly created address.
Transfer time schedule
2025-12-30T00:00:00
Purchaser's Technical Requirements
The contributor will need to be in control of at least one active private key on the HIVE blockchain on which OCLT is offered.
Crypto-asset service provider (CASP) name
not applicable
Placement form
NTAV
Trading Platforms name
not applicable
Offer Expenses
The conversion of funds into HIVE will incur fees that will be deducted from the amount donated
Conflicts of Interest
To the best of our knowledge, no conflicts of interest of the persons involved in the offer to the public are arising in relation to the offer. No member of OffChain Luxembourg works for the designated intermediaries Transak or Binance (where Transak will exchange the funds into HIVE)
Applicable law
Luxembourg law
Competent court
Tribunal de Luxembourg
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