IC Capital Seed Round Public Offer
This document is not investment advice, financial advice, a return guarantee or a public offering of securities. Participation in the seed round involves high risk.
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.
Seed Token Status Before Conversion Event
Before a Conversion Event, the Seed Token is not a share, fund unit, debt instrument, deposit, return guarantee or unconditional right to profit. It confirms participation in the seed round and may provide a conditional right to future conversion under the Project documents.
Before a Conversion Event, the Seed Token does not grant rights to Fund assets, Management Company assets, voting, veto, management, guaranteed buyback, guaranteed dividends or a right to require the Fund to launch.
Conversion and Formula
After a Conversion Event, a Seed Token may be converted into proportional economic participation in the Management Company if the Participant is an Eligible Holder, passed KYC/AML, verified wallet ownership, accepted current documents and has not breached sanctions, jurisdiction or compliance requirements.
The applicable base mechanism is: Investor Converted Share = Investor Tokens / Max Token Supply x Max Investor Pool.
Example: 10,000 tokens / 1,000,000 tokens x 30% = 0.3% Management Company economic interest.
If fewer than the Max Token Supply are sold, unsold or unissued tokens do not automatically increase a Participant's share unless updated Token Terms or Conversion Terms expressly provide otherwise.
Post-Structuring Changes
Because the Management Company, jurisdiction, corporate form and final Fund structure may still be under preparation, the Participant agrees that the Company or Project initiator may clarify, amend or adapt the Public Offer, Token Terms, Conversion Terms, Buyback Policy, Dividend Policy and other documents due to jurisdiction selection, Management Company registration, corporate law, tax, banking, exchange, AML/KYC or compliance requirements, payment providers, smart contract / dashboard mechanics, legal adviser conclusions, regulator or government requirements.
Changes may be made without separate individual consent by publishing updated documents on the website, notice in the account, email notice or another method determined by the Company. Continued use of the website or account, holding Seed Tokens or taking further Project actions after publication means acceptance of updated terms.
Unilateral changes should not aim to deprive a Participant of a basic economic right to proportional participation in the Investor Pool once such right has arisen, except where changes are necessary for law, regulation, corporate structuring, sanctions, AML/KYC, tax or technical requirements.
Non-Voting Economic Interest
After conversion, the Participant receives only an economic interest in the Management Company. Converted Share does not grant veto rights, blocking rights, operational management, influence over trading strategies, treasury management, investment decisions, personnel decisions, appointment or dismissal of management, reorganization, capital raising, transactions, partnerships, business model change, a specific trading strategy, Fund jurisdiction or legal, compliance, KYC/AML, custody, exchange or operational decisions.
All management, operational, investment, treasury, trading, legal, compliance, personnel and strategic decisions remain with the Management Company, Founder / Management Team, authorized bodies or persons defined by corporate documents.
Income and Quarterly Distributions
Converted Share may provide the Participant with a right to proportional participation in the part of net profit of the Management Company that the Management Company determines as available for distribution.
Income depends on actual Fund launch, actual Management Company activity, net profit, AUM, management fees, performance fees, expenses, taxes, reserves, legal and regulatory limits and a decision of the competent Management Company body.
The Management Company may consider distributions once per financial quarter. No more than 10% of Management Company net profit for the relevant period may be directed to Dividend Distribution for Converted Share holders, unless the competent body and legal documents provide otherwise.
Dividend Pool = min(10% x Net Profit, Amount Approved by Management Company for Distribution). Investor Dividend = Dividend Pool x Investor Pro Rata Share.
Dividends are not guaranteed. Absence of a quarterly distribution is not a breach if there is no net profit, profit is allocated to reserves, funds are required for operating expenses, tax or legal limits apply, reinvestment is needed, financial result is negative or the Management Company decides not to distribute.
Improved Fund Terms
After Fund launch, Seed Token or Converted Share holders may have improved Fund participation terms if legally and technically available.
Management fee remains the same for all Fund investors unless Fund documents provide otherwise. Performance fee for eligible holders may be reduced by 50% compared with the standard performance fee if the Fund is launched, KYC/AML is completed, eligibility requirements are met, the jurisdiction permits such terms, Fund documents provide for it and the Participant invests through the available program.
Example: Standard Performance Fee = 20%. Reduced Performance Fee for eligible token holders = 10%. Reduced performance fee is not a guaranteed right before actual Fund launch and approval of Fund documents.
Transfer Restrictions and Buyback
After conversion, the Participant may not sell, transfer, gift, pledge, encumber, dispose of or otherwise transfer Converted Share to any third party without prior written consent of the Management Company. The general rule is that third-party transfers are prohibited unless expressly approved in writing.
The primary exit mechanism is Buyback by the Management Company, Founder SPV or another person designated by the Management Company. Buyback is not automatic, guaranteed or unconditional and may occur only with the initiative or consent of the Management Company, liquidity, reserves, compliance with law, creditor rights, regulatory, tax and compliance requirements and Buyback Policy procedures.
The indicative maximum buyback price may be capped at 10x the Participant's initial subscription amount: Maximum Buyback Cap = Initial Subscription Amount x 10. Actual Buyback Price = amount approved by Management Company, subject to Buyback Policy, but not exceeding Maximum Buyback Cap unless Management Company decides otherwise.
10x is a maximum buyback cap, not a guarantee. Actual buyback price may be lower; the Management Company may reject or defer buyback.
Fair Value and Dashboard
For internal valuation of Converted Share, the Company may use a fair value methodology considering AUM, management fee revenue, performance fee revenue, net profit, operating margin, EBITDA, recurring revenue, technology platform value, market conditions, liquidity, regulatory status, liabilities, reserves and risk factors.
Any modelled value in the account is not a sale guarantee, market price, binding buyback price, confirmation of liquidity or investment recommendation.
Use of Seed Proceeds
Seed proceeds may be used for registration of the Management Company, Fund legal structuring, lawyers, consultants, auditors, KYC/AML, website, dashboard, smart contracts, trading infrastructure, risk engine, treasury operations, marketing, operating expenses, exchange integrations, custody/security and research and development.
Part of the seed proceeds may be used for controlled market operations, test strategies or active liquidity management within internal risk policy. Such operations involve drawdown and partial or total loss risk.
Refund / Non-Launch
If the Fund is not launched within the defined period or a Non-Launch Event occurs, the Management Company / Project initiator may return the unused part of seed proceeds under the Refund Policy.
Refund does not guarantee 100% of contribution, applies only to unused balance, does not cover incurred legal, tech, marketing, compliance, KYC, operations, bank, exchange, tax, consulting or development expenses, may be proportional, depend on treasury balance, be impossible or limited.
KYC/AML, Sanctions, Taxes and Disputes
Participation is available only to persons who passed KYC/AML, wallet ownership verification, sanctions screening, eligibility checks and accepted current documents. The Company may refuse participation, not recognize balance, return contribution or block access if requirements are breached.
The Participant is solely responsible for tax consequences of participation, holding, transfer, conversion, dividend distribution, buyback or refund.
This Offer is governed by [GOVERNING_LAW]. Disputes are submitted to [DISPUTE_RESOLUTION_FORUM], unless mandatory law requires otherwise.