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”)

 

00       Table of content

 

REGULATORY DISCLOSURES

Summary

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

E.15  Reimbursement Notice

E.16  Refund Mechanism

E.17  Refund Timeline

E.18  Offer Phases

E.19  Early Purchase Discount

E.20  Time-Limited Offer

E.21  Subscription Period Beginning

E.22  Subscription Period End

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.26  Right of Withdrawal

E.27  Transfer of Purchased Crypto-Assets

E.28  Transfer Time Schedule

E.29  Purchaser's Technical Requirements

E.30  Crypto-asset service provider (CASP) name

E.31  CASP identifier

E.32  Placement Form

E.33  Trading Platforms name

E.34  Trading Platforms Market Identifier Code (MIC)

E.35  Trading Platforms Access

E.36  Involved Costs

E.37  Offer Expenses

E.38  Conflicts of Interest

E.39  Applicable Law

E.40  Competent Court

F.    Part F - Information about the crypto-assets

F.1     Crypto-Asset Type

F.2     Crypto-Asset Functionality

F.3     Planned Application of Functionalities

F.4     Type of white paper

F.5     The type of submission

F.6     Crypto-Asset Characteristics

F.7     Commercial name or trading name

F.8     Website of the issuer

F.9     Starting date of offer to the public

F.10   Publication date

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.14   Digital Token Identifier Code used to uniquely identify the crypto-asset or each of the several crypto assets to which the white paper relates, where available

F.15   Functionally Fungible Group Digital Token Identifier, where available

F.16   Voluntary data flag

F.17   Personal data flag

F.18   LEI eligibility

F.19   Home Member State

F.20   Host Member States

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.4    Future Public Offers

G.5    Issuer Retained Crypto-Assets

G.6    Utility Token Classification

G.7    Key Features of Goods/Services of Utility Tokens

G.8    Utility Tokens Redemption

G.9    Non-Trading Request

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.16  Compensation Schemes

G.17  Compensation Schemes Description

G.18  Applicable Law

G.19  Competent Court

H.   Part H – information on the underlying technology

H.1    Distributed ledger technology

H.2    Protocols and Technical Standards

H.3    Technology Used

H.4    Consensus Mechanism

H.5    Incentive Mechanisms and Applicable Fees

H.6    Use of Distributed Ledger Technology

H.7    DLT Functionality Description

H.8    Audit

H.9    Audit Outcome

I.    Part I – Information on risks

I.1     Offer-Related Risks

I.2    Issuer-Related Risks

I.3    Crypto-Assets-Related Risks

I.4    Project Implementation-Related Risks

I.5    Technology-Related Risks

I.6    Mitigation Measures

J.    Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts

J.1     Mandatory information on principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism

ANNEXES

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

C.    calculating the climate indicators

 

01        Date of notification

This white paper was notified to the Finnish Financial Supervisory Authority (hereinafter referred to as the “FIN-FSA”) on 2024-11-29.

REGULATORY DISCLOSURES

02           This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The offeror of the crypto-asset is solely responsible for the content of this crypto-asset white paper.

03           This crypto-asset white paper complies with Title II of Regulation (EU) 2023/1114 and, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.

04           The crypto-asset referred to in this white paper may lose its value in part or in full, may not always be transferable and may not be liquid.

05           The crypto-asset referred to in this white paper is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council. The crypto-asset referred to in this white paper is not covered by the deposit guarantee schemes under Directive 2014/49/EU of the European Parliament and of the Council.

 

Summary

06       Warning

This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone. The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law.

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.

07       Characteristics of the crypto-asset

The $SWAN is a MiCA-compliant memecoin issued on the Solana blockchain, designed to combine the playful appeal of meme-based tokens with the security and transparency of regulatory compliance. The token is fully tradable, with no specific utility beyond serving as a tradable crypto-asset. The $SWAN exemplifies a transparent and regulated approach to memecoin issuance, ensuring that purchasers are informed, protected, and treated fairly under applicable European Union (hereinafter referred to as the "EU") legislation, especially MiCA, which grants prospective purchasers with the following guarantees, among others:

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.

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.

 

A.        Part A - Information about the offeror or the person seeking admission to trading

A.1     Name

Number Go Up Technologies Oy

A.2     Legal Form

Osakeyhtiö; Oy; DKUW

A.3     Registered Address

Kuusitie 2 B 88, 00270 Helsinki, Finland

A.4     Head Office

Kuusitie 2 B 88, 00270 Helsinki, Finland

A.5     Registration Date

2024-11-29

A.6     Legal Entity Identifier

Not applicable.

A.7     Another Identifier Required Pursuant to Applicable National Law

Business ID (Y-tunnus): 3490835-9

A.8     Contact Telephone Number

+358468010795

A.9     E-mail Address

early@swan.meme

A.10   Response Time (Days)

090 (which indicates that responses will be given within 90 days).

A.11   Parent Company

Not applicable.

A.12   Members of the Management Body

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

A.13   Business Activity

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.

A.14   Parent Company Business Activity

Not applicable.

A.15   Newly Established

Yes (the company has not yet been established for three years).

A.16   Financial Condition for the past three Years

Not applicable; see above.

A.17   Financial Condition Since Registration

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.

 

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

false – No (the same company is the issuer and the offeror)

B.2     Non-applicability of Part B

Due to the company being the issuer as well as the offeror, Part B does not apply.

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

Due to this white paper being drafted by the offeror of the crypto-asset, Part C does not apply.

 

D.        Part D - Information about the crypto-asset project

D.1     Crypto-Asset Project Name

White Swan

D.2     Crypto-Assets Name

White Swan

D.3     Abbreviation

$SWAN

D.4     Crypto-Asset Project Description

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:

D.5     Details of all persons involved in the implementation of the crypto-asset project

Full Name

Domicile

Function

Ape Capital LLC

Finland

Product design and delivery

Pristine Compliance Solutions Ltd

Finland

Legal and compliance

D.6     Utility Token Classification

No ($SWAN is not a utility token).

D.7     Key Features of Goods/Services for Utility Token Projects

Not applicable.

D.8     Plans for the Token

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.

D.9     Resource Allocation

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.

D.10   Planned Use of Collected Funds or Crypto-Assets

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.

 

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

OTPC - offer to the public.

E.2     Reasons for Public Offer or Admission to Trading

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.

E.3     Fundraising Target

5000 Solana (SOL)

E.4     Minimum Subscription Goals

No minimum goal.

E.5     Maximum Subscription Goal

5000 Solana (SOL)

E.6     Oversubscription Acceptance

No (if maximum subscription goal is reached, no more tokens are sold).

E.7     Oversubscription Allocation

Not applicable.

E.8     Issue Price

Functional issue price will be based on the amount of SOL raised during the public offer.

E.9     Official Currency or Any Other Crypto-Assets Determining the Issue Price

Solana (SOL).

E.10   Subscription Fee

Not applicable.

E.11   Offer Price Determination Method

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.

E.12   Total Number of Offered Crypto-Assets

750 000 000 $SWAN tokens will be offered to the public.

E.13   Targeted Holders

ALL – all types of investors

E.14   Holder Restrictions

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.