WHITE PAPER
The White Swan (hereinafter referred to as “$SWAN”)
Drafted under the European Markets in Crypto-Assets Regulation (EU) 2023/1114 (hereinafter referred to as “MiCA”)
A. Part A - Information about the offeror or the person seeking admission to trading
A.7 Another Identifier Required Pursuant to Applicable National Law
A.12 Members of the Management Body
A.14 Parent Company Business Activity
A.16 Financial Condition for the past three Years
A.17 Financial Condition Since Registration
B.1 Issuer different from offeror or person seeking admission to trading
B.2 Non-applicability of Part B
C.1 Non-applicability of Part C
D. Part D - Information about the crypto-asset project
D.4 Crypto-Asset Project Description
D.5 Details of all persons involved in the implementation of the crypto-asset project
D.6 Utility Token Classification
D.7 Key Features of Goods/Services for Utility Token Projects
D.10 Planned Use of Collected Funds or Crypto-Assets
E. Part E - Information about the offer to the public of crypto-assets or their admission to trading
E.1 Public Offering or Admission to Trading
E.2 Reasons for Public Offer or Admission to Trading
E.4 Minimum Subscription Goals
E.6 Oversubscription Acceptance
E.7 Oversubscription Allocation
E.9 Official Currency or Any Other Crypto-Assets Determining the Issue Price
E.11 Offer Price Determination Method
E.12 Total Number of Offered Crypto-Assets
E.21 Subscription Period Beginning
E.23 Safeguarding Arrangements for Offered Funds/Crypto-Assets
E.24 Payment Methods for Crypto-Asset Purchase
E.25 Value Transfer Methods for Reimbursement
E.27 Transfer of Purchased Crypto-Assets
E.29 Purchaser's Technical Requirements
E.30 Crypto-asset service provider (CASP) name
E.34 Trading Platforms Market Identifier Code (MIC)
F. Part F - Information about the crypto-assets
F.2 Crypto-Asset Functionality
F.3 Planned Application of Functionalities
F.6 Crypto-Asset Characteristics
F.7 Commercial name or trading name
F.9 Starting date of offer to the public
F.11 Any other services provided by the issuer
F.12 Identifier of operator of the trading platform
F.13 Language or languages of the white paper
F.15 Functionally Fungible Group Digital Token Identifier, where available
G. Part G - Information on the rights and obligations attached to the crypto-assets
G.1 Purchaser Rights and Obligations
G.2 Exercise of Rights and Obligation
G.3 Conditions for Modifications of Rights and Obligations
G.5 Issuer Retained Crypto-Assets
G.6 Utility Token Classification
G.7 Key Features of Goods/Services of Utility Tokens
G.10 Crypto-Assets Purchase or Sale Modalities
G.11 Crypto-Assets Transfer Restrictions
G.12 Supply Adjustment Protocols
G.13 Supply Adjustment Mechanisms
G.14 Token Value Protection Schemes
G.15 Token Value Protection Schemes Description
G.17 Compensation Schemes Description
H. Part H – information on the underlying technology
H.1 Distributed ledger technology
H.2 Protocols and Technical Standards
H.5 Incentive Mechanisms and Applicable Fees
H.6 Use of Distributed Ledger Technology
H.7 DLT Functionality Description
I. Part I – Information on risks
I.3 Crypto-Assets-Related Risks
I.4 Project Implementation-Related Risks
A. Climate and other environment-related indicators
Rationale for the Selected Methodologies
A.1 Methodology for Energy Consumption
A.2 Methodology for Non-Renewable Energy Consumption
A.3 Methodology for Energy Intensity
A.4 Methodology for Scope 1 - Controlled GHG Emissions
A.5 Methodology for Scope 2 – Purchased GHG Emissions
A.6 Methodology for GHG Intensity
A.7 Methodology for Generation of Waste Electrical and Electronic Equipment (WEEE)
A.8 Methodology for Non-Recycled WEEE Ratio
A.9 Methodology for Generation of Hazardous Waste
A.10 Methodology for Impact of the Use of Equipment on Natural Resources
B. Additional climate and other environment-related indicators
01 Date of notification
This white paper was notified to the Finnish Financial
Supervisory Authority (hereinafter referred to as the “FIN-FSA”)
on
02
03
04
05
06
Warning
07
Characteristics of the crypto-asset
08
Key information about the offer to the public or
admission to trading
The $SWAN public offer is structured as a “fair-launch Initial Coin Offering (ICO)” with no pre-sale and equal access for all participants. The offer targets both retail and institutional investors, with the following key details:
Total offer amount
0 to 5000 Solana (SOL) depending on participation
Total supply amount
1 000 000 000 $SWAN (no more will ever be issued)
Total number of tokens to be offered to the public
750 000 000 $SWAN
Subscription period
10.01.2025 – 13.01.2025
Minimum and maximum subscription amount
No minimum amount
Maximum of 5000 Solana (SOL)
Maximum contribution by a single participant
250 Solana (SOL)
Issue price
Total amount of SOL raised by the public offer divided by 750 000 000
Subscription fees (if any)
No subscription fees
Target holders of tokens
All interested investors
Early Purchase Discounts
To incentivize early and active participation:
• The first 100 investors will receive an additional 1000 $SWAN tokens for free.
• Investors contributing 100 SOL or more will also receive the same bonus. These bonuses are stackable, meaning qualifying participants may receive both of these incentives.
Description of offer phases
1. Pre-Marketing Phase (November-December 2024):
• Outreach to key communities and influencers to build awareness.
2. Subscription Phase (10-13 January 2025):
• Open to all participants, with contributions submitted via the Solana smart contract.
3. Withdrawal Period (10-13 January 2025):
• Retail investors can withdraw their contributions during this period if they change their minds.
4. Token Distribution and Launch (16 January 2025):
• Tokens are distributed to participants, and $SWAN will be made available for trading on decentralized exchanges as soon as possible, with possible centralized exchange listings to follow, if the public offer raises enough funds to facilitate such listings.
Osakeyhtiö; Oy; Full Name Business Address Function Juuso
Roinevirta Meritullinkatu
1 B, 00170 Helsinki, Finland Chair of
the Board of Directors Patrick
Aarikka Kuusitie
2 B 88, 00270 Helsinki, Finland Member
of the Board of Directors Purpose/Strategy/Vision The company aims to pioneer innovation in blockchain
technology by providing cutting-edge applications and services related to
crypto-assets, smart contracts, and distributed ledger technologies. This
includes, inter alia, integrating blockchain solutions into everyday
activities, enabling transparency, efficiency, and security in financial and
non-financial ecosystems. Products/Services The company’s primary focus lies in the development and
issuance of MiCA-compliant crypto-assets, including the $SWAN token, which is
designed for compliant, transparent, and secure holding and transaction.
Additionally, the company envisions developing blockchain-based software
solutions and smart contract frameworks that cater to both business-to-business
and business-to-consumer markets. Ancillary services may include blockchain
consulting and solutions that enhance compliance and operational efficiency for
entities using blockchain technologies. Markets Served The company’s target markets include the European Economic
Area (EEA), with a special focus on Finland as the hub of operations. Activities
cater to retail and institutional investors interested in crypto-assets, as
well as businesses seeking innovative blockchain solutions that align with the EU’s
regulatory practices and industry-standard technological implementations. As the company was recently established in 2024, there is no
historical financial data available for the past three years. However, the
financial condition of the company is stable, supported by contributions from
its founders and stakeholders. These resources are sufficient to meet the
operational needs of the business at its current stage. The launch of this MiCA-compliant token does not require
significant financial investments. The development and issuance processes rely
primarily on non-financial resources, particularly the expertise, working
hours, and technical skills of the issuer and its team. These resources are
readily available within the organization, ensuring that the token launch
proceeds efficiently without placing substantial demands on the company’s
financial resources. Key Performance Indicators (KPIs) Since the company is in its early stages of operation,
financial KPIs are not yet applicable. Instead, the relevant KPIs for this
phase include: – Progress
on Token Development: The $SWAN token was designed from the ground-up
for a MiCA-compliant launch, demonstrating adherence to regulatory
requirements. – Operational
Readiness: The company has successfully allocated the necessary internal
resources (e.g. time and expertise) to facilitate the token issuance. – Stakeholder
Support: Continued backing from founders and stakeholders ensures
sufficient capital availability for ongoing operations. Capital Resources The company’s capital resources are derived from initial
contributions by founders and stakeholders. These resources are sufficient to
fund current and planned activities, including the $SWAN token launch. Given
the low financial resource intensity of the token issuance process, no material
changes to the company’s capital structure are anticipated in the short term. Non-Financial Factors The company’s reliance on highly skilled personnel and
efficient resource allocation highlights the strength of its operational model.
The $SWAN token issuance leverages existing blockchain technology and the
team’s expertise, reducing the need for external financial input. The White Swan project introduces the $SWAN-token,
a MiCA-compliant memecoin designed to embody the playful and community-driven
nature of meme culture within the crypto ecosystem, while adhering to the
regulatory standards of the European Union. Launched through a fair-launch “Initial
Coin Offering” (ICO) (i.e. a public offer), $SWAN ensures an equitable token
distribution model, which focuses on transparency and inclusivity for all
eligible participants. The concept of $SWAN is inspired by the recent
viral phenomenon sparked by Crypto Capo, a prominent memecoin influencer and
trader, who shared an image of a black swan in his group chat. This imagery
catalyzed the narrative of a new potential sub-category of animal-themed
memecoins, combining market trends with creative storytelling. Therefore, $SWAN positions itself as the symbolic
“White Swan” of the crypto-community, which aims at conveying positivity,
resilience, and the potential for regulatory-compliant innovation within the
memecoin space. The project’s mission is to merge the playful spirit of meme
culture with the trust and accountability demanded by the evolving regulatory
landscape, making it a standout contender in this emerging niche of
animal-themed tokens. The White Swan exemplifies such meme culture itself: Full Name Domicile Function Ape
Capital LLC Finland Product
design and delivery Pristine
Compliance Solutions Ltd Finland Legal
and compliance 1. The
White Swan The $SWAN token is a MiCA-compliant memecoin designed to
blend the humor and community-driven appeal of meme coins with robust
regulatory compliance. Drawing inspiration from a viral trend initiated by
Crypto Capo, who posted an image of a black swan, $SWAN leverages this narrative
to position itself within a potential new sub-category of animal-themed
memecoins. The project aims to challenge the status quo of token launches by
embracing compliance without sacrificing the playful, high-energy spirit
characteristic of meme culture. The $SWAN public offer targets various prospective, including
non-institutional and other retail investors. The $SWAN public offer is construed
in a way where 75% of the tokens are distributed to the public, with 10%
reserved for the team, which refers to any closely affiliated legal or natural persons who have entered into an agreement with the offeror, and 15% for the development company to cover future
expenses, such as market-making and listing fees. For the avoidance of doubt, the offeror/issuer may hold some of the team allocation on behalf of some team members, although it does not actually retain control of the $SWAN tokens from the team allocation, which is used solely for the purposes of compensating the core team for the development of the $SWAN project. Proceeds from the public
offer will benefit the development company, funding ongoing operational and
strategic initiatives. 2. Past and
Future Milestones November 2024 – Token
Issuer Incorporation: Formal establishment of the issuing entity. – Grant
Research: Exploration of pre-offer funding opportunities to support
initial activities. November–December 2024 – Legal
Materials Preparation: Creation of all required documentation to
ensure compliance with MiCA and Finnish regulations. – Notification
to FIN-FSA: Submission of the required notices to the FIN-FSA. – Technical
Development: Completion of all blockchain and token-related
technical components. – Pre-Marketing
Activities: Targeting high-net-worth individuals,
influencers, and market makers to build momentum. – Community
and Marketing Setup: Establishing initial community channels and
marketing outreach efforts. January 2025 – Initiation
and conclusion of the public offer. – Launch and
distribution of the $SWAN token. February 2025 – Engagement
with market makers to ensure token liquidity and accessibility. – Possible
initial listings on centralized exchanges to expand market reach. 3. Outlook
and Vision As the first MiCA-compliant
memecoin, $SWAN is positioned to capitalize on the regulatory alignment
demanded by exchanges and investors starting in January of 2025. With the
compliance landscape shifting, $SWAN aims to stand out as a leader in
regulatory adherence while maintaining the fun and creativity of the memecoin
space. The project’s unique theme —centered on swans rather than traditional
animal memes like dogs or frogs — further sets it apart, signaling the
emergence of a new, compliant, and innovative category of tokens. By combining compliance with
creativity, $SWAN not only aims to capture market interest but also to set a
new standard for how meme coins are perceived and integrated into the broader
crypto ecosystem. The timing of the launch ensures early-mover advantage,
making $SWAN a pioneer in this exciting and evolving space. The resources allocated to the $SWAN project
primarily consist of non-financial contributions, including the extensive
manhours and expertise provided by the development team of the issuer/offeror.
These efforts have been directed towards technical development, compliance with
MiCA's obligations, and project planning to ensure a successful public offer
and token launch for $SWAN. Additionally, financial investments have been made
in certain key-areas, such as: - Website
Development: Establishing an online presence and communication platform for the
project. - Company
Incorporation: Covering legal and administrative expenses associated with
incorporating the issuing entity to support the token offering and ongoing
operations. The funds collected during the $SWAN token public
offer will be allocated strategically to ensure the successful launch and
ongoing development of the $SWAN memecoin, as well as to maintain liquidity and
market presence. The planned use of funds is as follows: 1. Development
Costs: A portion of the issued $SWAN tokens will be
reserved by the development company to cover future operational expenses. These
include: – Market-Making:
Engaging professional market makers to ensure liquidity and price stability on
exchanges. – Marketing:
Engaging with and/or hiring personnel for marketing purposes. – Exchange
Listing Fees: Covering costs associated with listing $SWAN on decentralized
(DEX) and centralized (CEX) exchanges. – Technical
Enhancements: Supporting any necessary upgrades or adjustments to maintain the
token’s performance and security. 2. Team
Compensation: – A
portion of the issued $SWAN tokens will be allocated to the team and is
therefore used to compensate core contributors for their work in developing and
launching $SWAN. This includes the technical, legal, and marketing teams. – Subject
to a vesting period of 18 months, which means that the team is not able to sell
the $SWAN tokens before this time period has elapsed, reducing the chance of
negatively impacting $SWAN’s possible market value. 3. Issuer/Offeror Treasury: – A
portion of the issued $SWAN tokens will be retained by the issuer/offeror as a
strategic reserve. This allocation serves as an investment incentive to further
develop and grow the $SWAN ecosystem, funding initiatives such as ecosystem
partnerships, platform enhancements, or community rewards. – Subject
to a vesting period of 18 months, which means that the issuer/offeror is not
able to sell the $SWAN tokens before this time period has elapsed, reducing the
chance of negatively impacting $SWAN’s possible market value. – Additionally,
these tokens may be used as leverage for securing strategic opportunities or
partnerships, if deemed necessary and appropriate, ensuring the long-term
success and sustainability of $SWAN. 4. Tax
Obligations (Directly Funded with the Public Offer): – Due
to the uncertainty surrounding the taxation of crypto-assets, pre-emptive
measures will be taken to ensure full compliance with applicable tax legislation. – A
substantial portion of the Solana (SOL) raised will have to be immediately
liquidated after the public offer to generate fiat currency. This is necessary
to cover the tax liabilities that will arise from the public offer of $SWAN. – The
issuer/offeror intends to seek an advance ruling from the Finnish tax authorities
to obtain a binding decision on the tax implications of the public offer of
$SWAN, which may require allocating funds towards tax consulting in order to ensure
that the issuer/offeror of $SWAN remains compliant with applicable laws. 5. Liquidity
Provision (Directly Funded with the Public Offer): – A
portion of the proceeds will be dedicated to bootstrapping liquidity on
decentralized exchanges (DEXs), ensuring that users can trade $SWAN tokens
seamlessly post-launch. 6. Community
and Marketing Efforts (Directly Funded with the Public Offer): – Supporting
the growth of the $SWAN community through targeted marketing campaigns and
influencer partnerships. This includes pre- and post-offer awareness campaigns
and ongoing community-building initiatives to sustain momentum post-launch. 7. Regulatory
and Compliance Costs (Directly Funded with the Public Offer): – Ensuring
continued adherence to MiCA and other relevant regulations, including covering
any additional legal or compliance-related expenses that may arise post-offer. 8. General
Operations (Directly Funded with the Public Offer): – Remaining
funds will be allocated to ensure the long-term viability of the project,
supporting general operations, grant applications, and any unforeseen expenses
required to scale the $SWAN project successfully. The $SWAN public offer is driven by the following objectives: 1. Regulatory
Leadership: This public offer aims to establish $SWAN as the first
MiCA-compliant memecoin, setting a new standard for regulatory-compliant
crypto-assets while leveraging the increased focus on compliance within the
crypto industry starting in January of 2025. 2. Market
Accessibility and Liquidity: Some of the funds raised will be dedicated for gaining broader
access to $SWAN for both retail and institutional investors, facilitating
active trading on decentralized (DEX) and centralized (CEX) exchanges through
robust liquidity and market-making strategies. 3. Community
Growth and Engagement: The funds raised will support the development of a vibrant and
engaged $SWAN community, reinforcing its position as a leader in the emerging
sub-category of animal-themed memecoins. 4. Funding
for Long-Term Development: The funds raised will support ongoing technical enhancements,
market-making, exchange listings, and operational expenses to sustain and grow
the $SWAN ecosystem. The offer price of $SWAN will be determined based
on the total amount of SOL raised during the public offer period, which is
scheduled from 10.1.2025 to 13.1.2025. At the conclusion of the public offer, a total of
750 000 000 $SWAN tokens will be distributed to participants in proportion
to the SOL they contributed. The issue price for each $SWAN token will be
calculated as follows: Issue Price of 1 $SWAN = Total SOL Raised /
750 000 000 This ensures that the price per token dynamically
adjusts based on the total subscription amount, creating a fair allocation
model. Examples: – If
only 1 SOL is raised, the issue price for all 750 000 000 $SWAN will be 1
SOL, resulting in an effective price of 1 $SWAN = 1 / 750 000 000 SOL. – If
the maximum goal of 5000 SOL is reached, the issue price of 1 $SWAN will be
5000 SOL / 750 000 000, or approximately 0.00000667 SOL per $SWAN. The $SWAN public offer imposes certain restriction on holders: Maximum Contribution Per Holder: – Each
participant in the public offer is limited to a maximum contribution of 250 Solana
(SOL). – No individual
holder or buyer is permitted to deposit more than this amount during the public
offer phase. – The $SWAN
smart contract on Solana has been designed to reject all contributions from
prospective holders that exceed the 250 SOL limit.Summary
This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.
Rights and Obligations of the Purchaser:
–
Purchasers are entitled to a transparent and truthful white paper (i.e. this document), focusing on accurate disclosure of tokenomics, risks, and other relevant details.
–
Retail purchasers also benefit from the right to a withdrawal period during the public offer, which they can use to claim a refund of their contributions if they become unsure of their purchase.
Exercise of Rights:
–
Refunds under the withdrawal right must be requested via the Solana smart contract used for the public offer within the designated period ending noon UCT on 13.1.2025.
–
In the event of public offer cancellation or failure, purchasers can reclaim their contributions through the same smart contract. Refunds and withdrawals are processed via user-initiated transactions, ensuring transparency and fairness.
Modification of Rights and Obligations:
–
Rights and obligations of $SWAN purchasers are fixed and cannot be modified arbitrarily. Any changes would need to align with MiCA’s requirements and be clearly disclosed in the subsequently updated white paper and related documentation.
–
Due to the limited duration of the public offer, no modifications to the outlined rights or obligations are expected during the offering period.
A.
Part A -
Information about the offeror or the person seeking admission to trading
A.1
Name
A.2
Legal Form
A.3
Registered Address
A.4
Head Office
A.5
Registration Date
A.6
Legal Entity Identifier
A.7
Another Identifier Required Pursuant to Applicable
National Law
A.8
Contact Telephone Number
A.9
E-mail Address
A.10
Response Time (Days)
A.11
Parent Company
A.12
Members of the Management Body
A.13
Business Activity
A.14
Parent Company Business Activity
A.15
Newly Established
A.16
Financial Condition for the past three Years
A.17
Financial Condition Since Registration
B.
Part B -
Information about the issuer, if different from the offeror or person seeking
admission to trading
B.1
Issuer different from offeror or person seeking
admission to trading
B.2
Non-applicability of Part B
C.
Part C -
Information about the operator of the trading platform in cases where it draws
up the crypto-asset white paper and information about other persons drawing the
crypto-asset white paper pursuant to Article 6(1), second subparagraph, of
Regulation (EU) 2023/1114
C.1
Non-applicability of Part C
D.
Part D -
Information about the crypto-asset project
D.1
Crypto-Asset Project Name
D.2
Crypto-Assets Name
D.3
Abbreviation
D.4
Crypto-Asset Project Description
D.5
Details of all persons involved in the
implementation of the crypto-asset project
D.6
Utility Token Classification
D.7
Key Features of Goods/Services for Utility Token
Projects
D.8
Plans for the Token
D.9
Resource Allocation
D.10
Planned Use of Collected Funds or Crypto-Assets
E.
Part E - Information
about the offer to the public of crypto-assets or their admission to trading
E.1
Public Offering or Admission to Trading
E.2
Reasons for Public Offer or Admission to Trading
E.3
Fundraising Target
E.4
Minimum Subscription Goals
E.5
Maximum Subscription Goal
E.6
Oversubscription Acceptance
E.7
Oversubscription Allocation
E.8
Issue Price
E.9
Official Currency or Any Other Crypto-Assets Determining
the Issue Price
E.10
Subscription Fee
E.11
Offer Price Determination Method
E.12
Total Number of Offered Crypto-Assets
E.13
Targeted Holders
E.14
Holder Restrictions