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Theopetra - $THEO
Disclaimer: This document does not constitute accounting, financial, legal, or tax advice. It is intended solely to provide a summary overview of the Theopetra Labs ecosystem, and accordingly, it may not contain a full description of all relevant facts and circumstances. The conceptual framework described within this document is based upon our insights and conclusions as of the most recent revision date. Naturally, our current analysis of the crisis and our proposed solution may evolve as future circumstances warrant. With the exception of the initial launch, 100% of the proceeds are donated to the REAT non-profit protocol. Rebates are subject to stop at any moment, pending legal developments in the crypto ecosystem.
America is in trouble. The housing crisis is spiraling out of control. The middle class is being priced out of homeownership and forced into renting, unable to build equity while being subjected to historic rent increases. Further, returns in real estate are tied to this unsustainable system with no present alternative. A real estate network that improves the accessibility, affordability, and efficiency of housing is needed—so that Americans can own the land we stand on.
Theopetra Labs, along with the community's partners T-Homes and REAT, will create an ecosystem that delivers all three of those tenets by bridging blockchain-based applications with the real estate industry. Introducing $THEO, a “membership access” token residing on the Ethereum blockchain.
The purpose of $THEO is two-fold:
- Granting its Premium Members priority access to starter homes.
- Driving affordable housing accumulation via REAT (Real Equality for America Today).
This ecosystem, powered by and accessed through $THEO, is designed to drive affordable housing.
Figure 1: What homeownership should look like
The first documented shelter of the human species was in the caves of Theopetra in Thessaly, Greece over 137,000 years ago—where humans first owned the land they stood on. Since humanity’s earliest shelter, real estate has grown to a $374 trillion valuation worldwide. However, in the present day, Americans have lost the ability to own their land. The dramatic rise in housing prices has made homeownership unattainable for an increasing number of Americans, and many struggle with rent payments amid historic increases.
As a result of rampant demand and a failure to add inventory, the housing market is facing a supply squeeze. The current shortage of homes is estimated to be 3.8 million. This supply-demand imbalance increased prices by 19.17% as of March 2022 to record historical levels. Combined with barriers-of-entry such as high underwriting requirements and transaction fees, the lack of supply prices younger generations out of homeownership, as nearly 70% of millennials say they can never afford to purchase a home. This imbalance, in turn, forces younger generations into permanent renter status, suffocating their chances to accumulate wealth.
Figure 2: Home Price Index
The rental market provides little relief from the housing supply shortages. Demand for rental units has mirrored homes, over 870,000 Americans have been forced into renting since the start of the pandemic—in addition, historic inflation means landlords and investors are demanding higher returns to keep pace. Thereby, year-over-year rents are up 22.2% on average, and this number is expected to increase as the cheap leases signed during 2021 expire. Buyers, corporate landlords, and click-to-invest platforms have been buying up properties at record levels—over $49.9 billion worth of homes in the fourth quarter of 2021. Investors rent out the properties while realizing the appreciation of the property, driving up both home prices and rents simultaneously.
Figure 3: Rental Vacancy Rates
Price increases in the home and rental markets have made it increasingly difficult for lower and middle classes, particularly Millennials and Generation Z, to attain the traditional version of homeownership. Similar to trends in “meme stocks,” digital currencies, and NFT ownership, the next generations are adopting alternatives to the traditional notions of ownership and convenience.
The real estate industry will inevitably evolve into a similar trend as the next generation will look for an alternative form of housing.
In the real estate industry, there exists a “trilemma”: accessibility, affordability, and capital efficiency. In the present business model of real estate, affordability and accessibility are forgone for maximum capital efficiency. We propose a utility token, $THEO, that leverages the blockchain to solve this trilemma, acting as an access point to starter homes while providing affordable housing for America.
Figure 4: Our proposed Real Estate Ecosystem
$THEO is a utility token residing on the Ethereum blockchain. The Theopetra community participates in an ecosystem called the $REAT flywheel that builds synergy between several independent entities, using $THEO as the catalyst.
The community's partner T-Homes will address the supply-demand dilemma by adding more inventory to the market via existing infrastructure.
The non-profit REAT (Real Equality for America Today) will benefit from the $REAT flywheel to accumulate and provide affordable rental housing to Americans.
The $THEO token will play a pivotal role in scaling and stabilizing this ecosystem. It will address the real estate trilemma: T-Homes delivers housing and REAT delivering affordable rentals while $THEO provides accessibility.
$THEO token sales are donated to $REAT mining, which will, in turn, scale affordable housing in the form of rental properties.
- Discount buying $THEO will support affordable rental properties, as proceeds will be donated and mine the $REAT token.
- A portion of $REAT’s mining is directed to T-Homes, which will be used for the Premium Pass loyalty program, which rewards users who pay on time.
- Once purchased, $THEO can be staked either as a Standard Membership or staked with a locking period as a Premium Membership.
- $THEO Standard Members will receive $THEO rebates. Premium Members will receive larger $THEO rebates and, depending on their position, may be eligible for $ETH rebates from randomly emitted $REAT mining.
- Being a Premium $THEO Member will grant the highest utility in the ecosystem.
Whenever $THEO is purchased, the donated proceeds are used for $REAT mining, which supports the non-profit REAT’s social mission to provide affordable housing. This is the “$REAT flywheel.”
The current business model of a traditional real estate investment fund relies on rent increases for tenants to maintain its capitalization rate. REAT’s model replaces the landlord with a non-profit that aims to keep rent increases at 1% or lower.
The lost capitalization rate from rent increases is enhanced by the $REAT flywheel, outlined as follows.
The $REAT flywheel starts with miners, who will commit $STX tokens to mine $REAT, donating to the REAT non-profit. The winners of each mining block will receive $REAT rewards, which can then be stacked to earn $STX.
The REAT non-profit will mine $REAT to sustain the flywheel and encourage more donations.
The more miners there are, the faster the $REAT flywheel spins, expanding the non-profit's mission.
Figure 5: The $REAT flywheel
With sufficient $STX flowing to REAT from the $REAT flywheel, REAT will have the capitalization needed for its mission. To ensure the sustainability of the system, contributions from the $REAT miner community will be distributed as follows:
- 80% - $REAT stackers (Community)
- 15% - REAT non-profit (Rentals)
- 5% - T-Homes (On-time Payment Rewards)
By mining $REAT tokens, Theopetra Labs donates to the REAT non-profit and support its mission to provide affordable rental housing. Potential proceeds from Theopetra Labs’ $REAT stacking are used to provide $ETH rebates to premium members in the top 4000.
$THEO holders can stake their $THEO to receive $THEO membership status. They can choose between two membership levels: Standard and Premium.
- Standard membership awards rebates in $THEO.
- Premium membership awards larger $THEO rebates. The top 4,000 Premium members will also be eligible for quarterly $ETH rebates as well as priority access to T-Homes homeownership products.
Note: There is no guarantee of receiving an $ETH rebate. The top 4,000 Members must continuously complete work to maintain their position, or they may lose it.
The Theopetra Labs Treasury will convert the proceeds from $THEO discount buying to $STX, which is, in turn, used to mine the $REAT token once launched. $REAT will then be “stacked” to potentially earn $STX. Any $STX rewards will be converted and transferred back to the Ethereum blockchain, where they will be distributed to qualifying Premium Members as $ETH rebates – a literal token of appreciation for their part in solving the housing crisis.
The most significant benefit to $THEO holders come in the form of access to a starter home for Premium Members.
T-Homes is a community partner that believes in the mission of affordable housing. T-Homes was gracious enough to offer priority access to its starter homes to top donors (which we deem members).
T-Homes will leverage existing inventory (categorized as “alternative housing”) to achieve its mission, ranging from apartment units and mother-in-law suites to hotel suites and ADUs. For instance, according to a 2019 survey conducted by the American Housing Survey and the U.S. Census Bureau, approximately 43.9 million residences, or 31.4% of housing in the U.S. today, are multifamily. There are also approximately 9 million hotel rooms and 1.4 million Accessory Dwelling Units in the U.S. These residency options remain entirely untapped of individual rights due to their zoning classification.
By incorporating the concept of synthetic titles, T-Homes will enable individual rights in these units, aiming to ease the present housing supply shortage. Owning a typical T-Home (factoring in potential appreciation and rebates) would amount to $11,000+ per year in potential savings compared to a standard tenant.
Figure 6: Savings in Owning a T-Home
T-Homes will have more competitive underwriting requirements (Figure 7), the most notable of such being the 2% downpayment.
Figure 7: T-Homes' underwriting
A partnership exists between T-Homes and $THEO, in which $THEO will act as "fastpass" to participate in this new, equitable form of starter home.
Over time, staking $THEO with Theopetra Labs will serve as the primary means to gain access to buying a T-Home. Specifically, Premium $THEO members will have priority access to these deals compared to everyone else, including standard $THEO members, $THEO holders who aren’t members, or non-$THEO holders (Figure 9).
If there are multiple offers on a T-Homes property, a $THEO Premium member who meets the token threshold requirement will gain the first right of refusal and a competitive advantage over the other bidders. The tiebreaker will be the highest number of tokens staked as a Premium $THEO member. Initially, this process will be monitored manually by the T-Homes sales team. This will be converted into an automatic process over time. Details for specific underwriting and verification will be unique to each property and specified in each individual listing.
Figure 9: How $THEO gives priority access to T-Homes
T-Homes' Premium Pass product will entail the same benefits as a T-Home but also give users a monthly rebate in $THEO. The product, a part of the T-Homes entity, will have limited initial spots before expanding once a proof-of-concept pilot study is successfully completed.
$THEO will be available for purchase at a discount on the Theopetra Labs website. The tokens purchased via the discount rate will be claimable once the specified timeframe has concluded.
Note: The first six months of the token’s release – the launch phase – will feature larger discounts with varied lock times. During this period $THEO will be available for purchase at a discount on the current market price on the Theopetra Labs website with a 6-, 12-, or 18-month lockup period.
After the launch phase is over, Discount Buying in $THEO will be comprised of three different lock schedules: “2 Week,” “1 Month,” and “3 Month.” Initial discount rates and maximum discount rates are listed below in Figure 10.
The fixed discount rates are set by the Theopetra Labs policy team. The variable discount rates are added on top of the fixed rates. They are derived from the $THEO price and the Theopetra Labs treasury.
Figure 10: Proposed Discount rate by discount type
- Discount Control Token
This is the measured return on token price measured in 8-hour intervals. A fraction of the price fluctuation in token price over the previous 8 hours will be passed into the discount buy rate.
will be calculated as:
- Discount Rate Token is the discount rate applied to the fluctuation of the token price, as a percentage. This is set manually by the Theopetra Labs Policy Team so that it can be updated as necessary.
is the difference in token price between time intervals. For example, the difference in token price for the first 8 hours would be:
the second 8-hour time interval would be:
and the final 8-hour interval would be:
– Discount Control Treasury for Discount Buying
This is the measured growth rate for the treasury from the prior month. A percentage of the treasury growth rate fluctuation will be passed into the discount buy rate.
will be calculated as:
is the discount rate applied to the fluctuation of the treasury growth rate, as a percentage. This is set manually by the Theopetra Labs Executive Cave so that it can be updated as necessary.
is the treasury growth rate measured in arrears from the prior month, as per above.
The fixed discount rates are set manually to provide flexibility to the protocol under varying conditions and participant behaviors.
$THEO holders can stake their tokens to attain Standard or Premium membership status.
Standard membership – staking in the Standard pool – grants access to $THEO rebates. The rebate for Standard staking members will be 5% for the first year.
These users can un-stake at any time. There are no lock times or penalties for early un-staking.
Standard membership grants access to T-Homes utility via deals or properties, but with lower priority than Premium members.
Premium membership – staking in the Premium pool – grants additional benefits:
- Premium $THEO rebates – up to 18% for the first year.
- 4000 largest Premium stakers may be eligible for quarterly $ETH rebates.
- Utility via priority access to T-Homes deals and properties managed by T-Homes.
Premium stakes are locked for 1 year from the date of staking. Premature unstaking—that is, unstaking before the 1-year lock period expires—will incur a slashing penalty, as per Figure 11. These penalties are in the form of $THEO principal and $THEO rebate slashing. This slashing penalty is present to incentivize long-term behavior for Premium members.
Figure 11: Slashing penalty calculation for unstaking a locked stake prematurely.
Rebates will ONLY be issued to the top 4,000 Premium members. Thus, to qualify for the rebate, one must be in the top 4,000 $THEO Premium staking pool participants on the day of the snapshot, occurring at 8:00 PM Coordinated Universal Time (UTC).
Stakers are doing work to maintain it, as the $ETH rebate is not guaranteed if another staker overtakes your position. It is suggested to actively monitor your position in the top 4000.
The $ETH rebates come from the random mining of $REAT tokens. Their existence is based on the random emittance of $REAT in mining and consequent stacking. These rebates may be distributed quarterly to those that are eligible.
Snapshots will be taken on the following dates: April 20, 2023; July 20, 2023; October 20, 2023; January 20, 2024; and quarterly thereafter. Users who qualify for a quarterly $ETH rebate will be able to access and claim their $ETH rebate on the $THEO protocol app.
Note: Staking pools may form as the number of $THEO Premium members grows to more than 4,000 wallets.
The formula for staking rebates in $THEO is:
Calculations on length of time begin on the first day of staking for each individual token holder. The initial APY for each membership type will unwind over time, eventually settling to a final value that will remain indefinitely.
The starting percentage and yearly membership rebate reduction progression are:
Figure 12: $THEO rebate progression year over year
– Staking Control Token
This is the measured return on token price measured in 8-hour intervals. A percentage of the price fluctuation in token price over the previous 8 hours will be passed into the variable APY rate.
will be calculated as:
(Discount Rate Return Staking) is the discount rate applied to the fluctuation of the token price in USD, as a percentage. This is set manually by the Theopetra Labs policy team and can be updated.
is calculated the same way as for discount buying, see definition above.
– Staking Control Treasury
This is the measured yield for the treasury from the prior month, measured in USD, calculated the same way as in section “Discount Buying $THEO.” A percentage of the treasury growth rate fluctuation will be passed into the variable APY rate.
will be calculated as:
is the discount rate applied to the fluctuation of the treasury growth rate in USD, as a percentage. This is set manually by the Theopetra Labs policy team and can be updated.
is the treasury growth rate measured in arrears from the prior month, same definition as above.
$THEO has an inflationary supply. Once launched, new $THEO are minted primarily in two ways:
- Discount buys – new $THEO are minted. Exclusively for the first 6 months, an additional 10% of the buy amount is minted for the treasury on every purchase, for purposes of funding a future LP.
- Membership rebates – new $THEO are minted.
Figure 13: $THEO staking emissions schedule.
Figure 14: The $THEO token allocation
- 1.28% - Executive Cave (Core Team), Developers, & Contributors
- 2.8% - Theopetra Labs Ecosystem Wallet (including Board Member Allocation)
- 3.64% - Community
The Executive Cave allocation is for team members who have built the protocol. These tokens vest over a period of 12-17 months with 1/6 being released from months 12-17. The vesting is non-dilutive, meaning that the number of core contributor $THEO tokens vested depends on the total amount of $THEO tokens in existence at the time of vesting.
As an example, if a core member will receive 1% of tokens, then:
Figure 15: Example calculation of core team allocation
Please note that some members of the core team (roughly 95% of allocation) have opted for a longer vesting schedule of 3 years rather than the standard 1.5. In this case, 10% will be vested in month 12 with 1/24 of the remainder every month thereafter, non-dilutive as per above.
The first 250 people who joined the Theopetra Labs discord act as the governing body for the Theopetra community.
The first 100 members will receive two basis points (0.02%) of the total outstanding amount of $THEO 18 months after the $THEO token is launched. The next 150 will receive 1 basis point (0.01%). The exact date and mechanism for this distribution are still to be worked out.
The Theopetra Labs reserve wallet supply will go towards future initiatives, incentive programs, and maintenance of the Theopetra Labs protocol and the $THEO token. These funds are for building, potential advisors, future protocol features and upgrades, and community events and rewards.
Note: Discount buy proceeds may or may not be used for administrative fees. Theopetra Labs will also mint 10% of the amount of $THEO discount buys for the first 6 months.
Ultimately, we envision a more decentralized governance structure in the future: the Executive Cave, a "House" (including Board Members), and a Governance Cave. This three-body solution balances the benefits of decentralization with the benefits of centralized leadership, especially when providing access to real estate opportunities. Governance will be iterated on and voted in by the community over time.
By launching the $THEO utility token, the Theopetra community will help accelerate and provide affordable housing for more Americans.
Theopetra Labs (“the Company”) outlines the following risk disclosures:
You understand and acknowledge that $THEO Tokens, Blockchain-based technologies, Ethereum, and other associated and related technologies are not exclusively (or, as appropriate, at all) controlled by the Company and adverse changes in market forces or the technology, broadly construed, may prevent or compromise the Company’s performance under these Terms. As such, the purchase of $THEO Tokens carries with it a number of risks. Prior to purchasing $THEO Tokens, you should carefully consider the risks listed herein and, to the extent necessary, consult an appropriate lawyer, accountant, or tax professional. If any of the risks associated with purchasing and holding of $THEO Tokens is unacceptable to you, you should not purchase $THEO Tokens.
The $THEO Tokens will be issued on the Ethereum Blockchain. As such, any malfunction or unexpected functioning of the Ethereum protocol may impact your ability to transfer or securely hold the $THEO Tokens. The Ethereum Blockchain is prone to periodic congestion during which transactions can be delayed or lost. Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens. Such an impact could adversely affect the value. You acknowledge and understand that Ethereum block producers may not include your transaction when you want or your transaction may not be included at all.
The $THEO Tokens may be migrated from the Ethereum Blockchain to a different base-layer Blockchain. The process of transitioning the $THEO Tokens may not be error-free and may have unintended consequences.
The Company is subject to all of the business risks and uncertainties associated with any new business, including the risk that the Company will not achieve its technological or operational objectives, which could result in a substantial decline in the value of your investment and/or the utility of the $THEO Tokens. Before deciding to purchase the $THEO Tokens, you should consider the risks and difficulties frequently encountered by early-stage companies that are similar to the Company and operate in new and rapidly evolving markets, particularly those companies whose businesses depend upon developing new technologies and that rely on the internet and Blockchain-based technology. These difficulties include, among others, the ability to (i) generate or increase revenues and manage costs; (ii) increase awareness of the Company; (iii) offer compelling products or $THEO utility; (iv) secure adoption and/or market saturation; (v) maintain current and develop new strategic relationships; (vi) respond effectively to competitive pressures; (vii) develop and upgrade technology; (viii) attract, retain and motivate qualified personnel; and (ix) raise additional capital. The Company cannot assure you that its strategy will overcome any or all of these obstacles. In addition, you should take into consideration that the initial and only material assets of the Company will be the proceeds from the sale (whether through private sale or through the $THEO Token Sale) and the Company IP.
It is possible that the funds generated from the Offering will be insufficient (particularly given the volatility of cryptocurrency value) to adequately develop the necessary technology for the Company and/or third-party service providers to continue operating the Platform or for the Company to operate its business. This may prevent you from accessing or using one or more intended or implied functions of your $THEO Tokens and adversely impact the value and/or utility of your $THEO Tokens. Further, if the Company is unable to adequately develop, deploy, implement and/or market its technology, its risk of bankruptcy or insolvency (with the attendant risks for you) is higher than that of more established companies.
The Company may be subjected to a variety of cyberattacks from time to time. Such attacks could result in the disruption of hardware and software systems, loss, misuse, misappropriation and corruption of data and information, including proprietary information or personal data, interruption of Seller operations, and lost competitive advantages, any of which could have a material adverse effect on the Company’s business and ability to meet its strategic, operational and technological objectives. Any breach of data security that exposes or compromises the security of the Company, the Platform and its assets, including any private digital keys linked to funds generated through this Offering could result in significant losses that materially impair the Company’s ability to operate on a go-forward basis and adversely impact the value and utility of the $THEO Tokens.
It is possible that due to a number of reasons outside of the Company’s control, including but not limited to, changes in regulatory or intellectual property law, technological advancements, decreases in token or cryptocurrency or cryptographic token utility, social or economic reforms, the failure of commercial relationships, or the malfunction, breakdown or abandonment of the Ethereum Protocol, the Company, Blockchain-based technology, Ethereum and other related technologies may dissolve, disappear, be abandoned or otherwise no longer operate, or operate with material impairments.
The market value of cryptocurrencies (and, therefore, the potential market value of $THEO Tokens) may go up or down, and the market value of cryptocurrencies have demonstrated extreme volatility. Any cryptographic tokens may not have market value. You should expect fluctuations, both down and up, in the market value (if any) of $THEO Tokens that you purchase, if any, and such fluctuations may be extremely volatile, including price crashes (including to zero value) that may occur in the event of political or economic crises that cause a large-scale sell-off of $THEO Tokens. In addition, there may not be a market for resale of $THEO Tokens or exchanging $THEO Tokens for fiat currencies, and the Company cannot and does not guarantee market liquidity for $THEO Tokens or the ability to exchange $THEO Tokens for fiat currencies by purchasers of $THEO Tokens. In the event that the $THEO Tokens are listed on an exchange or may be transferred through other means in accordance with applicable law, the potential market value of the $THEO Tokens may be subject to drastic fluctuations and extreme volatility.
Therefore, the price at which you purchase the $THEO Tokens may not represent an accurate valuation of the $THEO Tokens. Further, there is no guarantee of market liquidity for the $THEO Tokens or the ability to exchange the $THEO Tokens for equal value in fiat currency. If the $THEO Tokens are permitted to be bought, sold, or transferred in accordance with applicable law, several factors may cause a decrease in the price and value of your $THEO Tokens, including, but not limited to:
(i) global cryptocurrency supply;
(ii) global cryptocurrency demand, which can be influenced by the growth of retail merchants’ and commercial businesses’ acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency exchanges and digital wallets that hold cryptocurrencies, the perception that the use and holding of cryptocurrencies is safe and secure, and the regulatory restrictions on their use;
(iii) any software “fork” initiated by third party groups or individuals involved in Blockchains related to cryptocurrencies to create a new version of such cryptocurrencies, which may alter the economics of the cryptocurrencies and affect the value of the cryptocurrencies in the market;
(iv) $THEO Tokens holders’ expectations with respect to the rate of inflation;
(v) changes in the software, software requirements or hardware requirements underlying a Blockchain network;
(vi) changes in the rights, obligations, incentives or rewards for the various participants in a Blockchain network;
(vii) interest rates;
(viii) fiat currency withdrawal and deposit policies of cryptocurrency exchanges and liquidity on such exchanges;
(ix) interruptions in service from or failures of major cryptocurrency exchanges;
(x) investment and trading activities of large investors, including private and registered funds, that may directly or indirectly invest in cryptocurrencies;
(xi) the existence and popularity of cryptocurrency derivative products;
(xii) monetary policies of governments, trade restrictions, currency devaluations and revaluations;
(xiii) regulatory measures, if any, that affect the trading of cryptocurrencies;
(xiv) the maintenance and development of the open-source software protocols for cryptocurrencies and related networks;
(xv) global or regional political, economic or financial events and situations; and
(xvi) expectations among market participants that the value of cryptocurrencies will soon change and the willingness of market participants to continue to acquire, own, hold, and trade cryptocurrencies and convert fiat currencies to cryptocurrencies.
The $THEO Tokens are a new issue of cryptographic tokens for which there is no established public market, and an active trading market may not develop. Although the Company hopes eventually to list the $THEO Tokens on a cryptocurrency exchange, there can be no assurance that such exchanges will accept the $THEO Tokens for listing or maintain the listing if it is accepted. There also can be no assurance that a secondary market will develop or, if a secondary market does develop, that it will be a liquid market or that it will continue for the life of the $THEO Tokens. The liquidity of any market for the $THEO Tokens will depend on a number of factors, including: (i) the number of holders of $THEO Tokens; (ii) the Company’s performance and financial condition; (iii) the development and performance of the Platform; (iv) the market for similar cryptographic tokens; (v) the Interest of traders in making a market for the $THEO Tokens; (vi) the interest of financial institutions and other enterprises in utilizing the $THEO Token; (vii) regulatory developments in the cryptographic token or cryptocurrency industries and (viii) legal restrictions on transferring or selling the $THEO Tokens.
The cryptographic token market is a new and rapidly developing market which may be subject to substantial and unpredictable disruptions that cause significant volatility in the prices of cryptographic tokens. There can be no assurance that the market, if any, for the $THEO Tokens will be free from such disruptions or that any such disruptions may not adversely affect your ability to sell your $THEO Tokens. Therefore, there is no assurance that you will be able to sell your $THEO Tokens at a particular time, or that the price received upon a sale, if any, will be favorable.
Because of the differences between the $THEO Token and traditional investment securities, there is a risk that issues that might easily be resolved under existing laws if traditional securities were involved may not be easily resolved for the $THEO Token. For example, there is little precedent on how existing law might treat the issue, fungibility, settlement finality, transfer, collateralization, sequestration, loan, hypothecation, redemption or other disposition of $THEO Tokens. There is also little precedent on how existing laws might treat the rights and obligations between and among the Company, $THEO Token purchasers, and ultimate holders of $THEO Tokens. The occurrence of any related issue or dispute could have a material adverse effect on the Company’s business or the $THEO Token. New developments in law may also adversely affect the treatment of the $THEO Token or the Company’s business.
The regulatory landscape with respect to cryptocurrencies and cryptographic tokens, including $THEO Tokens, is fast evolving. There may be uncertainty in the regulatory treatment of $THEO Tokens and the $THEO Token Sale in jurisdictions where the $THEO Token Sale is conducted. Although the Company does not believe that $THEO Tokens are securities in any jurisdiction where the $THEO Token Sale is conducted, there is no assurance that relevant competent government or regulatory authorities (“Relevant Authorities”) would take a similar view, either now or in the future. Similarly, although the Company does not believe that the offer, purchase and sale of $THEO Tokens are subject to any securities, commodities, derivatives or other financial law and regulation (collectively, “Regulations”), there is no guarantee that the Relevant Authorities may not subsequently determine that the $THEO Token Sale is subject to Regulation and is or was not in compliance with certain Regulations. Any such different view or determination by Relevant Authorities may adversely affect the legality of the $THEO Token Sale, or impose restrictions on the transfer of $THEO Tokens and other regulatory requirements, which may affect the market value and liquidity of $THEO Tokens.
As Blockchain networks and Blockchain assets have grown in popularity and in market size, government agencies and regulatory authorities have begun to take interest in, and in some cases regulate, their use and operation. Jurisdictions, such as, but not limited to, the European Union, the PRC, South Korea, and Japan, are currently considering, or may in the future consider, laws, guidance or other actions, which may severely impact the utility of the $THEO Tokens, and the interoperability of Blockchain-based protocols generally. The many jurisdictions and regulatory frameworks that govern all or part of the ownership, holding, issuance, purchase, sale, or use of cryptocurrencies or cryptographic tokens (such as the $THEO Tokens) are likely to rapidly evolve and are subject to significant uncertainty. Failure by the Company or its representatives to comply with any laws, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety of adverse consequences for the Company and the value and utility of the $THEO Token.
The $THEO Tokens are ERC20 digital tokens created under the Ethereum Blockchain. If cryptographic tokens which are created on the Ethereum network are characterized as “securities” in the US and/or other jurisdictions, the $THEO Tokens may also be characterized as “securities”, and this would have a material adverse impact on whether and the way in which the $THEO Tokens can be traded.
Certain jurisdictions restrict the holding, use, ownership, sale and purchase of cryptocurrencies and/or cryptographic tokens, including outright prohibition or requiring that the sale or purchase must take place on a regulated exchange or trading venue. These restrictions may become more prohibitive over time and adversely impact your ability to access a regulated exchange or trading venue in your jurisdiction, or any other jurisdiction that permits the sale or purchase of the $THEO Tokens, and you may, therefore, find it difficult or unlawful to sell your $THEO Tokens or any alternative cryptocurrency or cryptographic token you hold as a substitute for the $THEO Tokens. There are additional risks presented by any potential token exchange service provider, if any, which might be subject to poorly understood regulatory oversight.
This Whitepaper is for general information purposes only. It does not constitute investment advice, recommendations, or any form of solicitation. Any information provided is at all times subject to change by the sole discretion of Theopetra.
At no point will Theopetra use this Whitepaper as promotional material to solicit investment in Theopetra or any investment vehicle and/or asset offered through Theopetra. Theopetra does not grant any rights, express or implied through any information in this Whitepaper. In particular, Theopetra expressly denies any ability of the Whitepaper to confer any ownership right or stake, share, security, or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to any Theopetra product and/or Theopetra and/or any of its corporate affiliates.
No part of the Available Information should be considered to be business, legal, financial or tax advice regarding Theopetra. You should consult your own legal, financial, tax or other professional advisor regarding the information in this Whitepaper.
Theopetra rejects any responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information provided in this Whitepaper, (ii) any error, omission or inaccuracy in any such information; or (iii) any action resulting from such information.
To the fullest extent permitted by applicable law and except as otherwise specified in writing by Theopetra: (i) all information in this Whitepaper is “as is” and without warranties of any kind, and Theopetra expressly disclaims all implied warranties, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement; and (ii) Theopetra does not represent or warrant that the information found in this Whitepaper is reliable, current or error-free.
No terms in this Whitepaper, or any other Theopetra documentation or information, unless specifically identified and disclosed, constitutes a prospectus, an offer document of any sort, or are intended to constitute an offer of securities, or a solicitation for investment in securities in any jurisdiction. If you decide to participate in the Theopetra, or any other Theopetra investment opportunity, it is wholly unrelated to all information found in this Whitepaper.
This Whitepaper in any part thereof and any copy thereof must not be transmitted to any country where distribution or dissemination of these documents and its information is prohibited or restricted. No regulatory authority has examined or approved to this date of any of the information set out in this document. The publication, distribution or dissemination of these terms do not imply that the applicable laws, regulatory requirements or rules have been complied with.
To the fullest extent permitted by the applicable laws, regulations and rules, Theopetra, its founders, team members and any third party involved in the project shall not be liable for any direct, indirect, special, incidental, consequential or other losses of any kind, in tort, contract or otherwise (including but not limited to loss of revenue, income or profits, and loss of use or data), arising out of or in connection with any acceptance of or reliance on the information in this Whitepaper, or any part thereof and/or information provided by Theopetra.
This Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of all or any part of available information. Any agreement in relation to any sale and purchase of tokens is to be governed by the terms and conditions of such agreement and no other document. In the event of any inconsistencies between the terms and conditions of that agreement and available information, those terms and conditions shall prevail.
You are not eligible to purchase any Tokens in the Token Generation Event if you are a citizen, resident (tax or otherwise) or green card holder of a Restricted Jurisdiction or you are a Restricted Person. No regulatory authority has examined or approved of any of the information discussed in this whitepaper. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the information herein does not imply that the applicable laws, regulatory requirements or rules have been complied with.
By participating in the Theopetra, you agree that your personal data, (i.e., your e-mail address, name, address and other details personal to you) may be processed by Theopetra for its business purposes or the purposes of building, promoting, and communicating (about) the company’s business platform. Theopetra agrees to keep your email address and other personal data private and not share it with the public (e.g., by including it on any external lists or selling to any third parties).
All statements contained in Theopetra’s Whitepaper, webpage, statements made in press releases or in any place accessible by the public and oral statements that may be made by Theopetra, its founders, team members and any third party involved in the project and acting on behalf of Theopetra, that are not statements of historical fact constitute “forward-looking statements.” No information in this Whitepaper should be considered to be business, legal, financial or advice regarding contribution or participation to the development of Theopetra. Theopetra does not make or intends to make, and hereby disclaims, any representation, warranty or undertaking in any form whatsoever to any entity or person, including any representation, warranty or undertaking in relation to the truth, accuracy, and completeness of any of the information set out in this Whitepaper.
These forward-looking statements, including but not limited to statements as to the Company’s revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in Theopetra’s materials are regarding the Company are matters that are not historic facts, but only estimations and predictions. Theopetra makes no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Theopetra to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements.
These forward-looking statements are applicable only as of the later of the date of publication of the Whitepaper and the latest date that the Website has been updated. Neither Theopetra nor its representatives nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Theopetra will be as discussed in those forward-looking statements.
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