Tokenization Primer
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Welcome to XBTO
Notice to qualified investors
This website (“Site”) is the property of XBTO and its affiliates (collectively, “Company” / “We”). Please read the terms and conditions set forth in this Site carefully before using the Site. By using this Site, you acknowledge that you have read, understood and agreed to the terms and conditions of use (“Terms”). If you do not agree to these Terms and conditions of use, you may not access or use the Site. XBTO Global Ltd., XBTO International Ltd (“XBTOI”), Stablehouse Ltd., and their respective affiliates (collectively referred to as “XBTO,” “us”, “we” or “our”) reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time. Therefore, we suggest that you review these terms periodically for changes. By using our Site after we have posted changes to these terms and conditions of use, you are agreeing to be bound by these Terms.
Jurisdictional issues
Users of this Site are responsible for observing all applicable laws and regulations in their relevant jurisdictions before proceeding to access the information contained herein. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject XBTO to any registration or other requirement within such jurisdiction or country. XBTO reserves the right to limit access to the Site to any person, geographic region or jurisdiction. By proceeding to access the information, you are deemed to have represented and warranted that the applicable laws and regulations of your relevant jurisdiction allow you to do so.
Eligibility
You must be a non-U.S. Person and a “qualified participant” as defined in section 9 of the Bermuda Investment Funds Act to be eligible to participate in our products and services. See definitions below.
Definitions:
- A “U.S. Person” is a person described in one or more of the following paragraphs:
With respect to any person, any individual or entity that would be a U.S. Person under Regulation S of the Securities Act. The Regulation S definition of U.S. Person includes: (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (g) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (h) any partnership or corporation if: (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.
- With respect to individuals, any U.S. citizen or “resident alien” within the meaning of U.S. income tax laws as in effect from time to time. Currently, the term “resident alien” is defined under U.S. income tax laws to generally include any individual who (i) holds an Alien Registration Card (a “green card”) issued by the U.S. Citizenship and Immigration Services or (ii) meets a “substantial presence” test. The “substantial presence” test is generally met with respect to any current calendar year if (i) the individual was present in the U.S. on at least 31 days during such year and (ii) the sum of the number of days on which such individual was present in the U.S. during the current year, 1/3 of the number of such days during the first preceding year, and 1/6 of the number of such days during the second preceding year, equals or exceeds 183 days.
- With respect to persons other than individuals: (i) a corporation or partnership created or organized in the United States or under the laws of the United States or any state; (ii) a trust where (a) a U.S. court is able to exercise primary supervision over the administration of the trust and (b) one or more U.S. persons have the authority to control all substantial decisions of the trust; and (iii) an estate which is subject to U.S. tax on its worldwide income from all sources.
A “Qualified Participant” is a person described in one or more of the following paragraphs:
- A “high income private investor” - i.e., an individual who has had a personal income in excess of $200,000 in each of the two years preceding the current year or has had a joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year, with “current year” signifying the year in which the individual purchases an investment.
- A “high net worth private investor” - i.e., an individual whose net worth or joint net worth with that person’s spouse in the year in which the individual purchases an investment exceeds $1,000,000, excluding the value of that person’s residence and any benefits or rights under a contract of insurance; and net worth means the excess of the total assets at fair market value over total liabilities.
- A “sophisticated private investor” – i.e., an individual who has such knowledge of, and experience in, financial and business matters as would enable them to properly evaluate the merits and risks of a prospective purchase of investments.
- A body corporate that has total assets of not less than U.S. $5 million dollars, with such assets held solely by the body corporate or held partly by the body corporate and partly by one or more members of a group of which it is a member. In this context, “group” means parent undertakings, subsidiary undertakings, subsidiary undertakings of the parent undertaking, parent undertakings of the subsidiary undertaking and any undertaking the body corporate or those aforementioned undertakings have a participating interest in.
- An unincorporated association, partnership, or trust that has total assets of not less than $5 million dollars, with such assets held solely by such association, partnership, or trust or held partly by it and partly by one or more members of a group of which it is a member. In this context “group” means parent undertakings, subsidiary undertakings, subsidiary undertakings of the parent undertaking, parent undertakings of the subsidiary undertaking and any undertaking the unincorporated association, partnership, trust or those aforementioned undertakings have a participating interest in.
- A body corporate, all the shareholders of which fall within one or more of the first five categories above.
- A partnership, all the members of which fall within one or more of the first five categories above.
- A trust, all the beneficiaries of which fall within one or more of the first five categories above.
- A limited liability company, all the members of which fall within one or more of the first five categories above.
For residents in the United Kingdom
The services and products described in the Site are “controlled activities” and “controlled investments” within the meaning of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FPO”). Their promotion or offering in the United Kingdom is restricted pursuant to the FPO, to, amongst others (a) persons having professional experience of participating in matters relating to investments, falling within Article 19 of the FPO (see detailed definition below) and (b) high net worth bodies corporate, partnerships, unincorporated associations, trusts, etc. falling within Article 49 of the FPO (see detailed definition below) (together, “Permitted Persons”).
Definitions:
- Article 19 Investment professionals(a) a Financial Conduct Authority or Prudential Regulation Authority authorised person;(b) an exempt person where the communication relates to a controlled activity which is a regulated activity in relation to which the person is exempt;(c) any other person: (i) whose ordinary activities involve him in carrying on the controlled activity to which the communication relates for the purpose of a business carried on by him; or (ii) who it is reasonable to expect will carry on such activity for the purposes of a business carried on by him;(d) a government, local authority (whether in the United Kingdom or elsewhere) or an international organisation;(e) a person (“A”) who is a director, officer or employee of a person (“B”) falling within any of (a) to (d) where the communication is made to A in that capacity and where A’s responsibilities when acting in that capacity involve him in the carrying on by B of controlled activities.
- Article 49 High net worth companies, unincorporated associations etc. (a) a body corporate which has, or which is a member of the same group as an undertaking which has, a called-up share capital or net assets of not less than: (i) if the body corporate has more than 20 members or is a subsidiary undertaking of an undertaking which has more than 20 members, £500,000; (ii) otherwise, £5 million; (b) an unincorporated association or partnership which has net assets of not less than £5 million; (c) the trustee of a high value trust i.e. a trust where the aggregate value of the cash and investments which form part of the trust’s assets (before deducting the amount of its liabilities) (a) is £10 million or more; or (b) has been £10 million or more at anytime during the year immediately preceding the date on which the communication in question was first made or directed; (d) any person (“A”) whilst acting in the capacity of director, officer or employee of a person (“B”) falling within any of sub-paragraphs (a) to (c) where A’s responsibilities, when acting in that capacity, involve him in B’s engaging in investment activity.
For residents in the United States
None of the information contained in this Site constitutes an offer to sell, or a solicitation of an offer to buy or subscribe for, any shares or other securities in the United States or in any other jurisdiction, nor shall it, or the fact of its distribution, form the basis of, or be relied upon, in connection with or act as an inducement to enter into any contract or commitment therefor.
Shares may not be purchased by an “employee benefit plan” within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including (i) an investor using assets of: (A) an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the U.S. Internal Revenue Code, as amended (the “IRC”), including an individual retirement account or other arrangement that is subject to Section 4975 of the IRC; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the IRC.
Neither XBTO nor any of its affiliates is, or expects to be, registered as an investment company under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and investors will not be entitled to the benefits of the Investment Company Act.
In addition, shares in XBTO Crypto Opportunities Fund SAC Ltd (XCOF) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Consequently, Shares in XCOF may not be offered, sold or otherwise transferred within the United States or to, or for the account or benefit of, “U.S. persons” as defined in Regulation S under the Securities Act absent registration or an exemption from registration under the Securities Act. No public offering of any shares in XCOF is being, or has been, made in the United States.
Risks of investing
All investments are subject to risk. Investment in funds such as XCOF are speculative and involve a high degree of risk. Investment in XCOF is available solely to institutions or sophisticated high net worth individuals who are willing and able to bear the economic risks of the investment and who meet all other qualifications set forth in the fund documentation and under applicable law and regulation. Risks include the possibility of a total loss of an investor’s capital in the fund.
Prior to the execution of any transaction, you should consult your business advisor, attorney and tax and accounting advisors with respect to the price, suitability, value, risk or other aspects of any security or other investment.
Pricing and other information generated through the use of data or services made available herein may not reflect actual prices or values that would be available in the market at the time provided or at the time that the user may want to purchase or sell a particular security or other instrument.
Certain statements on the Site reflect XBTO views, estimates or opinions (which may be based on proprietary models and assumptions), and there is no guarantee that these views, estimates, opinions or predictions are currently accurate or that they will be ultimately realized. To the extent these assumptions or models are not correct or circumstances change, the actual performance of XBTO and its subsidiaries may vary substantially from, and be less than, the estimated performance. None of XBTO nor any of its respective affiliates, shareholders, partners, members, directors, officers, management, employees or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of any of the information on this Site. Each of the aforementioned parties expressly disclaims any and all liability relating to or resulting from the use of the information on this Site.
Governing law and consent to jurisdiction
These Terms will be governed by and construed and enforced solely in accordance with the laws of Bermuda and you consent and submit exclusively to the jurisdiction of the courts of Bermuda for the purposes of litigating any dispute arising out of these Terms against XBTO, except with regard to injunctive relief.
Regulatory Matters
XBTOI is an exempted company limited by shares, incorporated in Bermuda and licensed as a digital assets business by the Bermuda Monetary Authority with a Class F licence to operate as a digital assets services vendor (market maker for digital assets). XCOF and its cells are managed by XBTOI and XBTOI is currently applying to the Bermuda Monetary Authority for a class B Registration under the Investment Business Act 2003.
Stablehouse Ltd. ("Stablehouse") is an exempted company limited by shares, incorporated in Bermuda and licensed as a digital assets business by the Bermuda Monetary Authority with a Class M licence to operate as (a) a payment service provider business utilising digital assets, which includes the provision of services for the transfer of funds; (b) a digital asset exchange (c) a digital asset services vendor and (d) a business providing custodial wallet services.
XBTO must comply with various legal requirements, including without limitation the Companies Act 1981 and the Digital Asset Business Act 2018 and the Digital Asset Business (Client Disclosure) Rules 2018 (each, as amended from time to time). Should any of those laws change, the legal requirements to which Stablehouse, XBTOI and you may be subject could differ materially from current requirements.
CUSTOMER COMPLAINT NOTICE
Complaints may be reported to the Compliance Officer or Legal Counsel by email at compliance@xbto.com or legal@xbto.com or by mail at the following address:
XBTO Global Ltd.G/F. Ideation House, 94 Pitts Bay Road, Pembroke, Bermuda HM08 Attn: Legal /Compliance
Version date: [May 7, 2024]
Last updated: [May 7, 2024]
