Conversion Terms
Conversion is not automatic. It may occur only after a Conversion Event, KYC/AML, current documents and a Management Company decision.
Key Parameters
Max Raise: USD 1,000,000.
Max Token Supply: 1,000,000 Seed Tokens.
Max Investor Pool: up to 30% economic participation in the Management Company on a fully diluted basis, unless updated legal documents provide otherwise.
Company: [COMPANY_NAME], registration number [COMPANY_REGISTRATION_NUMBER]. Management Company: [MANAGEMENT_COMPANY_NAME], jurisdiction [MANAGEMENT_COMPANY_JURISDICTION]. Contact: [CONTACT_EMAIL].
Token: [TOKEN_NAME] ([TOKEN_SYMBOL]). Governing law: [GOVERNING_LAW]. Dispute resolution forum: [DISPUTE_RESOLUTION_FORUM].
Definitions
Seed Token means a digital token issued in the IC Capital Seed Round that confirms a Participant's participation in the seed round and may provide a right to future conversion into a proportional economic interest in the Management Company after a Conversion Event, subject to the Public Offer, Token Terms, KYC/AML Policy and other Project documents.
Management Company means the company that, after registration and/or legal structuring, may manage the fund infrastructure, operating model, trading infrastructure, treasury, reporting, risk management and other elements of the IC Capital business.
Fund means a future fund, investment or asset-management structure that may be created by the Management Company or related persons after legal structuring is completed. Until the Fund is actually launched, the Fund is not deemed created and participation in the Seed Round is not a contribution to fund assets.
Conversion Event means the set of conditions after which a Seed Token may be converted into an economic interest in the Management Company. A Conversion Event may include registration of the Management Company, selection of jurisdiction, approval of corporate structure, preparation of constitutional documents, approval of Token Terms / Conversion Terms, KYC/AML, acceptance of updated legal documents and an official Management Company decision to start conversion.
Converted Share or Economic Interest means the proportional economic participation in the Management Company that a Participant may receive after a Conversion Event. Converted Share does not grant veto rights, management control, blocking rights or any right to influence operational, investment, treasury, trading, legal, personnel or strategic activity.
Investor Pool means the maximum aggregate economic participation of all Seed Token holders in the Management Company after conversion. The indicative maximum Investor Pool is up to 30% on a fully diluted basis if the Max Raise is fully raised, unless updated legal documents provide otherwise.
Buyback means a mechanism for repurchase of Converted Share by the Management Company, Founder SPV or another person designated by the Management Company. Buyback is the sole or primary exit mechanism unless the Management Company expressly agrees otherwise in writing.
Dividend Distribution means a possible distribution of part of the Management Company's net profit among holders of Converted Share according to their proportional participation, subject to net profit, liquidity, approval by the competent body of the Management Company and absence of legal, tax, operational or financial restrictions.
Conversion Event
A Conversion Event may include registration of [MANAGEMENT_COMPANY_NAME], determination of [MANAGEMENT_COMPANY_JURISDICTION], approval of corporate structure, constitutional documents, Token Terms / Conversion Terms, KYC/AML, document acceptance and an official Management Company decision.
Target condition or date of Conversion Event: [CONVERSION_EVENT_DATE_OR_CONDITION]. This placeholder is not a date or launch guarantee.
Eligibility
Only Eligible Holders may convert: email verified, KYC approved, wallet ownership verified, legal documents accepted, jurisdiction allowed, not sanctioned and not blocked.
The Management Company may require repeated KYC/AML, tax forms, corporate documents, source of funds or other confirmations.
Formula
Investor Converted Share = Investor Tokens / Max Token Supply x Max Investor Pool.
Max Token Supply = 1,000,000. Max Investor Pool = up to 30%. Example: 10,000 tokens / 1,000,000 x 30% = 0.3% non-voting economic interest.
If fewer tokens are actually sold, Max Token Supply is used unless updated Conversion Terms expressly provide otherwise.
Nature of Converted Share
Converted Share is a non-voting economic interest in the Management Company. It does not grant management control, veto, blocking rights or rights to interfere with trading, treasury, legal, compliance, operational or strategic decisions.
Converted Share may provide proportional economic participation in net profit available for distribution if the Management Company approves a distribution.
After Conversion
After conversion, related Seed Tokens may be burned, frozen, transferred to a conversion vault or otherwise removed from pre-conversion mode.
The Company may maintain an off-chain registry or dashboard record for Converted Share. Blockchain balance alone does not guarantee legal recognition.
Transfer and Exit Limits
Sale or transfer of Converted Share to third parties is prohibited without written consent of the Management Company.
The primary exit is Buyback under the Buyback Policy. Buyback is not guaranteed.