</Description of the Initial Crystal Offering>
The FOL Crystal (token) is classified as a security under U.S. securities laws and as a result the ICO will be restricted to certain types of investors in order to comply with U.S. securities laws.
FOL Crystals (tokens) will be offered in 6 different stages, each with a different number of tokens, price point and investor restrictions.
Minimum Purchase Amounts: Pre-Sale, $30,000.00, Early Adopter Stage 1 Sale, $25,000.00, Early Adopter Stage 2 Sale, $20,000.00, and Early Adopter Stage 3 Sale, $12,000.00. Lot 1 and Lot 2 will have $100 minimum purchase.
To comply with U.S. securities laws, the first four sale stages, the Pre-sale, and the Early Adopter Sale: Stage 1, Stage 2, Stage 3, will be restricted to U.S. accredited investors only and sold pursuant to such investors pursuant to a Simple Agreement for Future Tokens pursuant to Regulation D, Rule 506(c) of the U.S. Securities Act of 1933, as amended (the “Securities Act”). During these first four sale stages sales to investors outside the United States will be limited to only non-U.S. persons as defined under Regulation S of the Securities Act.
Rule 506(c) defines an “accredited investor” as:
- an individual with a net worth of at least $1 million, not including the value of his or her primary residence
- an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year, or
- a trust with assets of at least $5 million, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment
- a bank, insurance company, registered investment company, business development company, or small business investment company
- an employee benefit plan (within the meaning of the U.S. Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million
- a tax exempt charitable organization, corporation or partnership with assets in excess of $5 million
- a director, executive officer, or general partner of the company selling the securities
- an enterprise in which all the equity owners are accredited investors
Upon the SEC approval the Reg A+ offering (Mini-IPO) of FOL crystals, U.S. non-accredited investors will be allowed to participate in the Public Crystal Sale: Lot 1 and Lot 2. However, additional limitations apply on the amount of money a non- accredited investor may invest.
- 10% of the greater of annual income or net worth (for natural persons);or
- 10% of the greater of annual revenue, or net assets at fiscal year-end (for non-natural persons).
The investor restrictions contradict the idea of giving everyone a fair chance to get involved in the GREEN mining project. However, we have to comply with securities laws and regulations. This is why we’re already working hard preparing for the Regulation A+ Mini-IPO (Initial Public Offering) which would open participation in the project up to the public!
Non-Sale Token Allocations during the ICO include:
10% is for the team, 4% as a project reserve, 3% for marketing, 1% for advisors, 1% for the Foleum mining reserve fund, and 1% for charity staking
The unsold crystals will be burned following completion of the ICO/ IPO.
