The Abachi token ABI, aABI or pABI (from here on referred to as ABI) does not have the legal qualification of a security, since it does not give any rights to dividends or interests.
The present White Paper is not and cannot be considered as a prospectus nor as an offering of securities in any foreign jurisdiction. The purchaser of ABI is aware that national securities laws, which ensure that investors are sold investments that include all the proper disclosures and are subject to regulatory scrutiny for the investor’s protection, are not applicable. It is the sole and exclusive responsibility of anyone willing to purchase ABI to carefully observe the law, rules and regulations that apply in relation to the sale of ABI in her/his/its/their domicile/place of incorporation.
Anyone purchasing ABI expressly acknowledges and represents that she/he/it/them has carefully reviewed these documents and fully understands the risks, costs and benefits associated with the purchase of ABI. The sale of ABI is final and non-refundable.
The purchaser of ABI undertakes that she/he/it/them understands and has significant experience of cryptocurrencies, blockchain technology and services. She/he/it/them fully understands the risks associated with the coin offering or auction (hereinafter referred to as “ICO”) as well as the mechanism related to the use of cryptocurrencies (incl. storage).
The purchaser of ABI is responsible to take all reasonable and appropriate measures to secure her/his/its/their wallet or means used to purchase ABI and to receive/store ABI. Abachi shall not be responsible and hereby excludes any and all liability for any issues related to the access to the purchased ABI or security breaches relating to the receipt, possession, storage, transfer or use of ABI, which lead to the loss of the purchased ABI. Neither Abachi, nor its subsidiaries, agents, employees or representatives shall be liable for events such as hacking, theft, fraud, cyber-attack, which result in a loss of the purchased ABI.
Acquiring and storing ABI involves various risks, in particular (but not limited) the risk that Abachi may not be able to provide all planned services and related operations or is forced (in particular due to change in the legal environment and/or issuance of new law or regulations) to stop its operations or change its business model.
Therefore, and prior to acquiring ABI, any interested person should carefully consider the risks, costs and benefits of acquiring ABI in the context of the Private Sale and, if necessary, obtain any independent advice in this regard. Any interested person who is not in the position to accept or to understand the risks associated with Abachi's activities or any other risks as indicated in the Terms & Conditions of the Sale should not acquire ABI.
This White Paper, Pitch Deck & Docs shall not and cannot be considered as an advice nor a recommendation or an invitation to purchase, hold or sell ABI. In particular, it is not intended to provide and must not be deemed as advice on whether to purchase ABI. The White Paper, Pitch Deck & Docs does not include nor contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision.
This White Paper, Pitch Deck & Docs does not constitute or relate in any way nor should be considered as an offering of securities in any jurisdiction (see General Information here above). It does not constitute an offer or an invitation to sell shares, securities or rights belonging to Abachi or any subsidiary or other related company. The ABI is a utility token, which can be used only in relation to Abachi core services. It is not intended to be used as an investment.
The purpose of the Private Sale is to develop its network through a community of future ABI users. After the sale, purchasers of ABI will have the possibility to use the ABI for fee discounts in relation to Abachi core services (see core services section). The offering of ABI relates exclusively to Abachi's above-mentioned activities and planned use of the ABI and does not have speculative purposes.
Abachi is not to be considered as an advisor in any legal, tax or financial matters. Any information in the White Paper, Pitch Deck & Docs is given for general information purpose only and Abachi does not provide with any warranty as to the accuracy and completeness of this information now or in the future. The information set out in this document may be subject to amendments, updating, revision, completion and verification. Given the lack of crypto-token qualifications in most countries, any person undertaking to acquire ABI is strongly advised to carry out a legal and tax analysis concerning the purchase and ownership of ABI according to her/his nationality and/or her/his/it place of residence or incorporation.
The purchase of ABI during the private sale will require the positive conclusion of a Know Your Customer (KYC) identification process.
The ABI confers no direct or indirect right to Abachi's capital or income, nor does it confer any governance rights within Abachi (incl. its subsidiaries); the ABI is no proof of ownership or a right of control over Abachi and does not grant the purchaser any asset or share in Abachi (incl. its subsidiaries). The ABI does not grant to the purchaser any right of control or governance over Abachi's management or decision-making set-up (incl. its subsidiaries).
Regulatory authorities are carefully scrutinizing businesses and operations associated with cryptocurrencies in the world. In that respect, regulatory measures, investigations or actions may impact Abachi as well as the Subsidiary’s business and even limit or prevent it from continuing to carry out and develop its operations. Any person undertaking to acquire ABI must be aware that Abachi's (incl. the Subsidiary) business model, the White Paper, Pitch Deck & Docs or the Terms & Conditions of the Sale may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such a case, anyone undertaking to acquire ABI acknowledges and understands that neither Abachi nor any of its subsidiaries shall be held liable for any direct or indirect loss or damage caused by such changes.
The ABI will be issued by a technical process referred to as “Blockchain”. This is an open source IT protocol over which neither Abachi nor its subsidiaries have rights or liability in terms of its development and operation. The token distribution mechanism will be controlled by a Smart Contract; this involves a computer program that can be executed on the Polygon network or on any blockchain network that is compatible with Smart Contract programming language. Any person undertaking to acquire ABI acknowledge and understand that Abachi (incl. its subsidiaries, bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use ABI, except in case of intentional misconduct or gross negligence.
The ABI is based on the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol or the Polygon Protocol may cause the ABI to malfunction or operate in a way that is not expected. Ether, the native Ethereum protocol account unit may itself lose value in a similar way to the ABI, and also in other ways.
By participating in the private sale, the purchaser agrees to the above and in particular, she/he/it represents and warrants that she/he/it/them:
• has read carefully the T&C & documents and agrees to their full contents and accepts to be legally bound by them;
• has obtained sufficient information about the Abachi Project and the planned use of the ABI to make an informed decision to participate in the Token Sale pursuant to these T&C;
• is authorized and has full power to purchase ABI according to the laws that apply in his/her/its jurisdiction of domicile/place of incorporation;
• is not a U.S. resident or entity (a “U.S. Person”) under Rule 902 of Regulation S promulgated under the United States Securities Act of 1933, nor is she/he/it purchasing ABI or signing on behalf of a U.S. Person;
• lives in a jurisdiction which allows Abachi to sell the ABI through a private auction sale without requiring any local authorization and is in compliance with the local, state and national laws and regulations when purchasing, selling and/or using ABI;
• does not live in a jurisdiction which is qualifying token issued through an ICO as securities;
• is familiar with all related regulations in the specific jurisdiction in which she/he/it/they are based and that purchasing cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
• will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing terrorism;
• has sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic tokens (like ETH), token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems;
• is solely responsible for determining whether the acquisition of ABI is appropriate for her/him/it/them;
• is acquiring ABI exclusively for its use in relation to Abachi's operations and is not purchasing ABI for the purpose of speculative investment;
• understands the risks associated with the planned Token Sale, Abachi Project and the legal environment under development;
• acknowledges and accepts that the Token Sale is taking place within a legal environment that is still under development.
Abachi Foundation Pty Ltd is incorporated in the Cayman Islands, while the token sales are conducted under a BVI incorporation Abachi Ltd. See our governance section for more details. However any statement made in the documents which is in the future should not be assumed will happen.