Terms & Conditions

DIBBS TOKENS OFFICIAL OFFERING AGREEMENT

TERMS & CONDITIONS FOR THE DIBBS TOKEN SALE 

 

Public Token Sale to Begin No Sooner Than March 15th, 2018.

Official Dates & Times Will Be Published At:

http://dibbs.co

50,000,000 Dibbs Tokens Will Be Minted

Any unsold tokens will be ‘burnt’

 

 

Definitions

“Burnt” is to remove a token from any ownership abilities and circulation, permanently.

NAV” is net asset value calculated as described herein.

Non-U.S. Person(s)” means any person not meeting the definition of a “U.S. person” set forth in Rule 902(k) of Regulation S under the Securities Act set out below;

Offshore transaction” has the meaning set forth in Rule 902 of Regulation S under the Securities Act;

U.S. Person(s)” has the meaning set forth in Rule 902(k) of Regulation S under the Securities Act as follows:

(k) U.S. person.

(1) “U.S. person” means:

(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) Any partnership or corporation if:

(A) Organized or incorporated under the laws of any foreign jurisdiction; and

(B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act of 1933, as amended, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.

(2) The following are not “U.S. persons”:

(i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(A) An executor or administrator of the estate who is not a U.S. person has sole or shared

investment discretion with respect to the assets of the estate; and

(B) The estate is governed by foreign law;

(iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(v) Any agency or branch of a U.S. person located outside the United States if:

(A) The agency or branch operates for valid business reasons; and

(B) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

 

The Dibbs Token (each,  “Dibbs Token”) is a new series of ERC20-based smart contract digital tokens issued by Dibbs (the “Issuer”) for 0.0001 BTC per Dibbs Token. Dibbs is a newly organized business with no operating history. Within twenty (20) business days of a successful closing of this offering of Dibbs Tokens (this “Offering”), Dibbs LLC, may redeem any or all Dibbs Tokens at any time (i) after ten years from the original issue date for the then net asset value of Dibbs (see “Description of Dibbs Token—Optional Redemption”) or (ii) as it deems necessary upon receipt of information that a Dibbs Token holder’s possession or ownership of such Dibbs Tokens causes regulatory concerns for Dibbs.  Subscriptions for Dibbs Tokens may be paid in United States dollars (“USD”), Bitcoin (“BTC”), Ether (“ETH”), Bitcoin Cash (“BCC”), or Litecoin (“LTC”).

This Offering will end upon the earlier of: (1) May 31st, 2018 (as such date may be extended by Dibbs in its sole discretion), (2) the date at which this Offering is earlier closed by Dibbs in its sole discretion, or (3) the date at which this Offering is earlier terminated by Dibbs in its sole discretion. The closing of this Offering is expected to occur on May 31st, 2018, unless extended or earlier closed as noted above. Subscribers will be alerted to the closing and whether they were successful in subscribing by email. Dibbs intends to list the Dibbs Tokens on appropriate cryptocurrency exchanges. The Dibbs Tokens may be a suitable investment only for those subscribers who are able to understand the unique nature and risks of this Offering, Dibbs, the Dibbs Token, digital tokens and cryptocurrency exchanges. Losses may occur and subscribers may lose the full value of their investment. See “Risk Factors” of this offering memorandum to read about important factors you should consider before buying the Dibbs Tokens.

 

THE DIBBS TOKENS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER LAW OR REGULATION GOVERNING THE OFFERING, SALE OR EXCHANGE OF SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OFFERING IS CURRENTLY NOT ALLOWED TO US INVESTORS.  THAT MAY CHANGE IF WE RECEIVE ENOUGH EXPRESSED INTEREST FROM ACCREDITED INVESTORS.  WE WILL ALLOW US CITIZENS TO REGISTER AND BE INFORMED IF SUCH ACTIVITY WILL BE ALLOWED.  IF IT IS DEEMED THAT US CITIZENS MAY PARTAKE IN THIS OPPORTUNITY IT WILL BE UNDER THE CONDITIONS THAT (1) INSIDE THE UNITED STATES TO UP TO 99 “ACCREDITED INVESTORS” (AS DEFINED IN SECTION 501 OF THE SECURITIES ACT) IN RELIANCE ON REGULATION D UNDER THE SECURITIES ACT AND (2) OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS (AS DEFINED IN SECTION 902 OF REGULATION S UNDER THE SECURITIES ACT) (IN JURISDICTIONS WHERE THE OFFER AND SALE OF Dibbs Tokens IS PERMITTED UNDER APPLICABLE LAW) IN RELIANCE ON REGULATION S UNDER THE SECTIES ACT. PERSONS PURCHASING IN THE UNITED STATES AS ACCREDITED INVESTORS WILL BE REQUIRED TO MAINTAIN THEIR Dibbs Tokens UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE Dibbs Tokens AND WILL BE REQUIRED TO MAKE UNDERTAKINGS IF THEY REMOVE THEIR Dibbs Tokens, THEY WILL BE REQUIRED TO AGREE NOT TO SELL SUCH Dibbs Tokens TO ANY U.S. PERSON UNLESS THEY SELL ALL OF THEIR Dibbs Tokens TO A SINGLE U.S. PERSON. NON-U.S. PERSONS PURCHASING Dibbs Tokens WILL ONLY BE ENTITLED TO RESELL THEIR Dibbs Tokens TO OTHER NON-U.S. PERSONS (IN COMPLIANCE WITH APPLICABLE LAW) IN AN OFFSHORE TRANSACTION (AS DEFINED IN RULE 902 OF THE SECURITIES ACT). SEE “NOTICE TO SUBSCRIBERS,” “TRANSFER RESTRICTIONS” AND “RISK FACTORS.” Dibbs WILL NOT BE REQUIRED TO, NOR DOES IT CURRENTLY INTEND TO, OFFER TO EXCHANGE THE Dibbs Tokens FOR ANY SECURITIES REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER LAW OR REGISTER THE Dibbs Tokens FOR RESALE UNDER THE SECURITIES ACT. THIS OFFERING IS ONLY BEING MADE IN JURISDICTIONS WHERE THE OFFER AND SALE OF Dibbs TOKENS ARE PERMITTED UNDER APPLICABLE LAW. SEE THE SELLING RESTRICTIONS SET FORTH HEREIN, INCLUDING IN “TO SUBSCRIBERS GENERALLY.” THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE TO INTERESTS IN DIBBS.

Unless the offering is extended, Dibbs. expects to deliver the Dibbs Tokens directly or by other means within twenty (20) business days of the successful closing of this offering

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This offering memorandum contains statements which, to the extent that they do not recite historical facts, constitute forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts and may include the words “may,” “will,” “could,” “should,” “would,” “believe,” expect,” “anticipate,” “estimate,” “intend,” “plan” or other words or expressions of similar meaning. These forward-looking statements are based on the current expectations of Dibbs about future events. The forward looking statements include statements that reflect Dibbs ’s beliefs, plans, objectives, goals, expectations, anticipations and intentions with respect to the use of proceeds of the offering of Dibbs Tokens, investment strategy, intentions with respect to realization of proceeds from investments by dibbs, potential redemptions and buybacks of Dibbs Tokens, distribution policy and expected or intended distributions to token holders following the “initial coin offering” of portfolio companies or otherwise, expected capital reserves of dibbs, expectations about development of the blockchain technology and initial coin offerings (“ICOs”), and statements about expected future performance and business of Dibbs. Dibbs urges you to carefully review this offering memorandum, particularly the section “Risk Factors” in this offering memorandum, for a complete discussion of the risks of an investment in the Dibbs Tokens. Although Dibbs believes that the expectations reflected in the forward-looking statements are reasonable, Dibbs cannot guarantee future investments, results, and returns on investments, level of activity, performance or achievements and whether any Dibbs Tokens will be redeemed and the redemption price of any redemption. Many factors discussed in this offering memorandum, some of which are beyond Dibbs ’s control, will be important in determining the future performance of Dibbs. Consequently, actual results may differ materially from those that might be anticipated from forward-looking statements. In light of these and other uncertainties, you should not regard the inclusion of a forward-looking statement in this offering memorandum as a representation by Dibbs that its plans and objectives will be achieved, and you should not place undue reliance on such forward-looking statements. Dibbs does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

CERTAIN NOTICES

This offering memorandum is furnished for the purpose of providing certain information about an investment in Dibbs Tokens. This offering memorandum is to be used by the person to whom it has been delivered solely in connection with the consideration of the purchase of the Dibbs Tokens described herein. All recipients agree that they will use this offering memorandum for the sole purpose of evaluating a possible investment in Dibbs Tokens.  Acceptance of this offering memorandum by prospective subscribers constitutes an agreement to be bound by the terms herein. The Dibbs Tokens have not been approved or disapproved by the U.S. Securities and Exchange Commission (the “SEC”) or by the securities regulatory authority of any state or of any other jurisdiction, nor has the SEC or any such securities regulatory authority passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offense in the United States. In making an investment decision, subscribers must rely on their own examination of Dibbs Tokens, and the terms of this Offering, including the merits and risks involved. Prospective subscribers should not construe the contents of this offering memorandum as legal, business, tax, accounting, investment, financial or other advice. Each prospective subscriber is urged to consult its own advisers as to legal, business, tax, regulatory, accounting, financial and other consequences of its investment in Dibbs Tokens. No person has been authorized in connection with this Offering to give any information or make any representations other than as contained in this offering memorandum. Any representation or information not contained herein must not be relied upon as having been authorized by Dibbs LLC, or any of their partners, members, officers, employees, managers, affiliates or agents. While such information is believed to be reliable for the purpose used herein, Dibbs, nor any of their partners, members, officers, employees, managers, affiliates or agents assume any responsibility for the accuracy of such information. The delivery of this offering memorandum does not imply that the information herein is correct as of any time subsequent to the date of this offering memorandum.

This offering memorandum is not a prospectus and does not purport to contain all information a subscriber may require to form an investment decision. It is not intended to be relied upon solely in relation to, and must not be taken solely as the basis for, an investment decision. This offering memorandum contains a summary of Dibbs’ proposed handling, distribution and use of the Dibbs token, as well as summaries of certain other documents referred to herein. These summaries do not purport to be complete and they are subject to change if it is deemed necessary to protect the best interest of Dibbs and subscribers of the Dibbs Tokens. Copies of the Dibbs Constitution and other documents referred to herein will be provided to any prospective subscriber upon request and should be reviewed for complete information concerning the rights, privileges and obligations of subscribers of Dibbs Tokens. Prospective subscribers outside the United States should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of Dibbs Tokens, and any foreign exchange restrictions that may be relevant thereto. The distribution of this offering memorandum and the offer and sale of Dibbs Tokens in certain jurisdictions may be restricted by law. This offering memorandum does not constitute an offer to sell or the solicitation of an offer to buy (and may not be circulated to any persons) in any state or other jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such state or jurisdiction. Without prejudice to the generality of the foregoing, this Offering is not made to and/or directed at, and may not be acted upon by, persons in Singapore and PRC. Accordingly, no person in Singapore or PRC shall be eligible or permitted to, whether directly or indirectly, subscribe, purchase or acquire, or offer to subscribe, purchase or acquire, any Dibbs Tokens. This offering memorandum and any other document or material in connection with the offer or sale, or the invitation for subscription or purchase, of the Dibbs Tokens may not be circulated or distributed, whether directly or indirectly, to persons in Singapore or PRC.PROSPECTIVE SUBSCRIBERS SHOULD BEAR IN MIND THAT PAST OR PROJECTED PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS, AND THERE CAN BE NO ASSURANCE THAT Dibbs WILL ACHIEVE COMPARABLE RESULTS OR THAT TARGETED RETURNS WILL BE MET. LOSSES MAY OCCUR. Statements in this offering regarding Dibbs’ investment focus, targets and size of expected transactions, specific or general strategies and similar statements are not limitations, and the governing documents of Dibbs as described in “Summary of Principal Terms” will provide flexibility to invest outside of the parameters and terms described herein. Statements contained herein that are attributable to Dibbs, or its investment professionals or other personnel are not made in any person’s individual capacity, but rather on behalf of the Dibbs, which manages and implements the investment program. References herein to “expertise” or “specialized” or any party being an “expert” or a “specialist” are based solely on the belief of Dibbs, and are intended only to indicate proficiency as compared to an average person and in no way limit the exculpation provisions and related standard of care as more fully described in the offering memorandum.

 

U.S. INVESTMENT COMPANY ACT OF 1940

If later it is determined that US Citizens may purchase Dibbs tokens, Dibbs intends to rely on an exemption from the provisions of the Investment Company Act of 1940, as amended (the “Investment Company Act”), in reliance upon Section 3(c)(1) of the Investment Company Act, which excludes from the definition of “investment company” any issuer whose outstanding securities are beneficially owned by not more than 100 U.S. Persons and who meet the other conditions contained therein. Each subscriber’s subscription documents will contain representations and restrictions on transfer designed to ensure that the relevant conditions are met.

RESALE RESTRICTIONS

Because of the following restrictions, you are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Dibbs Tokens offered hereby.

THE Dibbs Tokens ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD, EXCEPT (A) IF THE Dibbs TOKENHOLDER IS IN THE UNITED STATES OR A U.S. PERSON, UNTIL THE FIRST ANNIVERSARY OF THE ISSUANCE OF THE Dibbs Tokens AND SUCH HOLDER SHALL NOT TRANSFER OR SELL THEIR Dibbs Tokens TO ANY U.S. PERSON UNLESS THEY SELL ALL OF THEIR Dibbs TOKENS TO A SINGLE U.S. PERSON; (B) IF THE SUBSCRIBER IS A NON-U.S. PERSON, TO OTHER NON-U.S. PERSONS OUTSIDE THE UNITED STATES

(IN COMPLIANCE WITH APPLICABLE LAW) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE SECURITIES ACT; OR (C) TO Dibbs OR ANY SUBSIDIARY THEREOF AND, IN EACH CASE, AS PERMITTED UNDER APPLICABLE LAWS AND REGULATIONS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND MAY LOSE THE ENTIRE VALUE OF THEIR INVESTMENT. SEE “TRANSFER RESTRICTIONS” AND “NOTICE TO SUBSCRIBERS.” Furthermore, IN THE EVENT OF ANY REDEMPTION, Dibbs TOKENS HELD BY A MAXIMUM OF 99 U.S. PERSONS WILL BE REDEEMED.

 

 

HOW TO PURCHASE

The Dibbs Tokens are being offered through, http://dibbs.co,. If you are interested in purchasing Dibbs Tokens, you must carefully read and agree to this offering memorandum. In order to purchase Dibbs Tokens, you must execute the electronic agreement of our “Terms & Conditions”, which will be available through www.dibbs.co. By executing the agreement, you will attest and represent that, among other things listed therein, you have received, read and understand this offering memorandum;

  • accept and agree to the terms of the Dibbs Tokens;
  • are purchasing the Dibbs Tokens for your own account for investment purposes only and not with a view to resale or distribution;
  • are able to purchase Dibbs Tokens because you are either:
  • an “accredited investor” as such term is defined in Rule 501 of Regulation D under the U.S. Securities Act of 1933 & have received written consent from Dibbs LLC stating that you are allowed to participate; or
  • a Non- “U.S. Person”;
  • are not a person in any jurisdiction where the offer and sale of Dibbs Tokens is not permitted under applicable law (see “To Subscribers Generally”).
  • represent that your purchase of the Dibbs Tokens is permissible and complies in all respects with laws applicable to you and that, if the Subscriber is an entity, that its investment in the Dibbs Tokens has been duly authorized; and
  • are in compliance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and are not on any governmental authority watch list and that you comply with all other anti-money laundering or know-your-client checks that we may impose.

Subscriptions will be effective only when Dibbs accepts them through Dibbs. Dibbs reserves the right to reject any subscription in whole or in part, in Dibbs ’s sole discretion. Subscriptions need not be accepted in the order received, although the Dibbs Tokens may be allocated among Subscribers who subscribed early in the offering period and larger investments may be given priority in allocations, subject to receipt of funds and certain regulatory considerations. If a subscription is not accepted, those funds will be returned promptly to the Subscriber following the closing or termination of the offering. Dibbs intends to carefully monitor its cash needs and converts the proceeds of this Offering in Bitcoin (“BTC”), Ether (“ETH”) or dollars (“USD”) in what it believes is a prudent fashion on an as-needed basis. Within twenty (20) business days following a successful closing of this Offering: The Dibbs Tokens will be issued to subscribers who receive an allocation; the currency of the Dibbs Token will be Ether (“ETH”) and the price per Dibbs Token will be 1 USD for 1 Dibbs. Subscribers can subscribe to Dibbs Tokens by paying in USD, BCC, BTC, or ETH. Subscribers for Dibbs Tokens paying in USD must subscribe for a minimum of $25,000 in Dibbs Tokens & have received written consent from Dibbs LLC, stating your ability to participate.  All accredited investors must contact Dibbs LLC before purchasing tokens and request permission to be whitelisted for the token sale.  By default, our servers will not allow anyone in the United States to purchase tokens. This Offering will end at the earlier of (1) May 31st, 2018 (as such date may be extended by Dibbs in its sole discretion), (2) the date at which this Offering is earlier closed by Dibbs in its sole discretion.  The closing of this Offering is expected to occur on May 31st, 2018, unless extended or earlier closed as noted above. Subscribers will be alerted to the closing, extension or termination of this Offering and whether they were successful in subscribing by email. Dibbs may engage an escrow agent (the “Escrow Agent”) to hold USD funds tendered by subscribers. In the event Dibbs terminates this Offering or does not accept a subscriber's subscription, any USD tendered by potential subscribers will be promptly returned by the Escrow Agent net of the ‘outgoing wire fees charged by the Escrow Agent’s banking institution.

 

Risk Factors

An investment in the Dibbs Tokens involves a significant degree of risk. Some of the risks of an investment in the Dibbs Tokens are described under “Risk Factors,” beginning on page 31. These risks include the following:

  • There can be no assurance that you will receive a return on your investment in Dibbs Tokens and you may lose the full value of your investment.
  • The Dibbs Tokens are subject to significant transfer restrictions that may adversely impact your ability to resell the Dibbs Tokens and the price at which you may be able to resell them, if at all.
  • There is no existing trading market for the Dibbs Tokens and there can be no assurance that a secondary market will develop for the Dibbs Tokens. If a secondary market does develop, there can be no assurance that it will provide the holders with liquidity for their investment or that it will continue for the life of the Dibbs Tokens.
  • We have the right to redeem the Dibbs Tokens at any time after ten years or earlier upon the occurrence of certain events. The amount for which we redeem your Dibbs Tokens may be below market price or below the price at which tokens are sold in this Offering.
  • Holders of the Dibbs Tokens will not be entitled to any voting or distribution or liquidation rights.
  • The tax characterization of the Dibbs Tokens is uncertain and a subscriber must seek its own tax advice in connection with an investment in Dibbs Tokens.
  • An investment in the Dibbs Tokens may result in adverse tax consequences to subscribers, including withholding taxes, income taxes and tax reporting requirements. It is also possible that the income of Dibbs would be subject to significant amounts of income and/or withholding taxes.
  • Dibbs is not registered with any non-U.S. or U.S. federal, state, provincial or territorial securities commission or any other regulatory authority. Accordingly, subscribers in Dibbs Tokens will generally not have the benefit of the subscriber protections available to subscribers in offerings by registered entities. To the extent we are required to register under any applicable securities or other laws, there can be no assurance that we will be able to comply in a timely fashion or at all.
  • Any failure to comply with applicable laws or regulations may adversely impact our ability to undertake the actions outlined in this offering, our ability to continue operations, the liquidity of the Dibbs Tokens and your ability to recover your initial investment in the Dibbs Tokens.

 

Transfer Restrictions

The Dibbs Tokens have not been registered under the Securities Act, the securities laws of any state of or the securities laws of any other jurisdiction and therefore cannot be resold, except as described in the section entitled “Transfer Restrictions” in this offering memorandum. Persons in the United States and U.S. Persons who purchase Dibbs Tokens will be required to maintain their Dibbs Tokens for a period of one year from the issuance of the Dibbs Tokens and will be required to make undertakings to Dibbs, that they will not sell to any other U.S. Person unless they sell all of their Dibbs Tokens to a U.S. Person. Non-U.S. Persons holding Dibbs Tokens will only be permitted to resell or transfer such Dibbs Tokens to other Non-U.S. Persons in accordance with Regulation S under the Securities Act. These restrictions may adversely impact your ability to resell the Dibbs Tokens or the price at which you may be able to resell them, if at all. Dibbs Tokens are not redeemable at the option of the holder and Dibbs Token holders will not have the right to withdraw their capital. It is not contemplated that the Dibbs Tokens will ever be registered under the Securities Act or any other securities laws. Each Dibbs Token subscriber will be required to represent that it is a qualified subscriber under applicable securities laws and that it is acquiring Dibbs Tokens for investment purposes and not with a view to resale or distribution. Further, each Dibbs Token holder must represent that it will only sell or transfer its Dibbs Tokens in accordance with the restrictions set forth under “Transfer Restrictions” in this offering memorandum and in a manner permitted by applicable laws and regulations. Consequently, Dibbs Token holders must be prepared to bear the risk of an investment in Dibbs Tokens for an extended period of time.

 

Regulatory Risks

Developing regulatory regimes.  Regulation of tokens (including the Dibbs Tokens) and token offerings of cryptocurrencies (including Ethereum), blockchain technologies, and cryptocurrency exchanges are currently undeveloped and likely to rapidly evolve, and vary significantly among US or non-US federal, state and local jurisdictions and are subject to significant uncertainty. Some of the companies in which Dibbs invests may operate in highly regulated industries. Various legislative and executive bodies in the United States, Singapore and in other countries are currently considering, or may in the future consider laws, regulations, guidance, or other actions, which may severely impact Dibbs ’s ability to invest, or Dibbs ’s portfolio companies, ability to gain market share. Failure Dibbs, or Dibbs portfolio companies or their representatives to comply with any laws, rules, and regulations, 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, including civil penalties and fines.  It is the token holder’s responsibility to assure that all applicable laws are being followed and will not hold Dibbs liable for any practice that even unknowing violates laws governing the token holder’s jurisdiction.

New or changing laws and regulations or interpretations of existing laws and regulations may adversely impact Dibbs ’s ability to earn returns on investments, the value of the currency in which Dibbs Tokens may be redeemed or otherwise make distributions on Dibbs Tokens, the liquidity and market price of Dibbs Tokens, your ability to access marketplaces on which to trade Dibbs Tokens, Dibbs ’s or Dibbs ’s ability to operate as an ongoing concern and the structure, rights, and transferability of Dibbs Tokens. Therefore, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adverse impact on the value of Dibbs Tokens and otherwise impede Dibbs activities.
Tax risks.

The tax characterization of Dibbs Tokens is uncertain and a subscriber should consult its own tax advisor regarding the consequences of an investment in Dibbs Tokens. An investment in Dibbs Tokens may result in adverse tax consequences to subscribers, including withholding taxes, income taxes (possibly prior to the receipt by a subscriber of any cash or other property from Dibbs) and tax reporting requirements. It is possible that the income of Dibbs and/or Dibbs would be subject to significant amounts of income and/or withholding taxes. Each potential subscriber should consult with and must rely upon the advice of its own tax advisor with respect to the United States and non-U.S. tax consequences of an investment in Dibbs Tokens.

Blockchain Technology Risks
You may not have the skills necessary to secure, trade, or collect distributions using Dibbs Tokens. Participating in this Offering requires technical skill beyond that of many subscribers. Securing, trading or collecting distributions relating to Dibbs Tokens requires working knowledge of blockchain technology, blockchain assets and their attendant systems and processes. Similar knowledge of blockchain asset exchanges and other industry participants may be required.
The loss or destruction of a private key required to access blockchain assets may be irreversible. Dibbs ’s or your loss of access to private keys – or any other data loss concerning Dibbs ’s blockchain assets – could have a material adverse effect on its business or the Dibbs Tokens.  Blockchain assets include, without limitation, Bitcoins, Ether and other cryptocurrencies, Dibbs Tokens and other cryptographic tokens. Blockchain assets are controllable only by those who know the unique private cryptographic key relating to the network address at which the blockchain assets are held. Dibbs and the Dibbs Token holders are required by the operation of many blockchain networks to publish the addresses concerning blockchain assets in use by them. To the extent, a private key is lost, destroyed or otherwise compromised and no backup of the private key is accessible, Dibbs or you may not be able to access the blockchain asset associated with the corresponding address and the private key will not be capable of being restored by the network. Any loss of private keys relating to digital wallets used to store blockchain assets could have a material adverse effect on Dibbs ’s business or you.

NAV Calculation Methodology

The NAV is calculated as the sum of the estimated fair value of the securities held by Dibbs plus cash or other assets, minus all current liabilities (including the operating expenses, estimated accrued expenses and appropriate reserves for contingent liabilities). The principal amounts of the investments (or the current market value of the investments), currency balances, portfolio company token balances and other assets that support the overall value of the Dibbs Tokens, the value of which is expressed in currency other than ETH shall be valued after taking into account the market rate or rates of exchange in force on the applicable valuation date. For investments with an active market, fair value is deemed to equal the price of the last market transaction at the date and time NAV is calculated, as recorded by the three primary exchanges by volume on which the security or use token is traded, or, if no sale was reported on the valuation date on the primary exchange where that security is traded, the security will be valued at the last sales price on that exchange when that security was last traded. For securities without an active market, fair value is estimated by employing industry-standard methods, including but not limited to, cost basis, adjusted price of recent investment rounds, entity valuations based on recent third-party investments, valuation by an independent securities expert selected by Dibbs, valuation of other public or private comparable investments and evaluating conditions embedded into Simple Agreement for Future Equity notes.

NAV Reporting & Guaranteed Buybacks

On a quarterly basis (within 30 days following March 31, June 30, September 30 and December 31) and calculated in ETH, BTC, BCC, LTC, and USD.  Dibbs will report publicly on https://www.dibbs.co, the total level of investments in public and private securities and other assets, and an update of the NAV on a Per-Dibbs Token basis, as well as a list of companies currently invested in and recent changes in the portfolio.  We will make our best efforts to establish a central account on the ethereum blockchain that can act as an escrow holdings account to help establish a transparent tool for calculating market capitalization for the Dibbs tokens.   Each reporting period 30% of all profitable gains will be converted into cryptocurrencies and deposited into this account or one similar if using a currency other than ETH.  Money shall remain there for a minimum of 10 years from the deposit date.  Funds may only be removed if it becomes clear it would be unsafe or obviously a financially poor source to store value or we are able to establish a similar account(s) with holdings in other lucrative cryptocurrencies.  We anticipate maintaining account(s) that will provide a stable and secure store of value, with the potential to earn significant returns from an increasing overall market value.  The account(s) used to determine the NAV, will also become the allocated funds that can be initiated as part of the ‘buyback’ program.  After a minimum of 5 years from the closing of the ICO, anyone who purchased dibbs tokens from dibbs.co will be eligible to receive the current calculated value of the tokens, minus any expenses for financial fees that we may incur in order to distribute the funds upon request.  All funds will be settled in terms of ETH and are most likely to take place by imitating an interaction with a smart contract that resides on the Ethereum Virtual Machine.  Before any person(s) is able to initiate this it will be required to receive a special code to do so.  Instructions for this will be posted on http://buyback.dibbs.co.  This program may only be offered to individuals that purchased tokens directly through dibbs.co during the pre-sale or actual ICO, held by Dibbs LLC.  Anyone that received tokens from other sources may request this, but will not be guaranteed the ability to initiate a buyback.

Realization Payments & Buybacks

The buyback program will be allowed only after a minimum of 5 years from the closing of our ICO or 1 year if the tokens do not obtain any listings on a cryptocurrency exchange where they can be traded against fiat currency such as Bitcoin. and is only guaranteed to individuals that purchased directly from http://dibbs.co.  We do not encourage this method and recommend selling tokens on the open market to liquidate your holdings, however, if for some reason a secondary market is not established or you are unable to do this, we will offer a guaranteed buyback of the tokens at such time after the five years of closing the ICO.  The value of the buyback will be based on the accounts used to determine the NAV, minus any other financial expenses that are incurred in order to make a payment towards the token holder(s).  If a token holder wishes to initiate a buyback of their tokens they may do so by following the instructions at http://buyback.dibbs.co.  This site will be operational at such time that buybacks are allowed due to enough time elapsing from the original date of the ICO’s successful closing.

TAX CONSEQUENCES

Prospective subscribers are advised to consult their tax advisors as to the consequences of an investment in the Dibbs Tokens.  Dibbs will not be held responsible for informing you of any tax regulations within your jurisdiction.  It is the subscriber’s responsibility to understand and obey all of the laws which pertain to the subscriber’s circumstance.

Subscriber Allocation

Within the United States, the Dibbs Tokens will not be available for purchase unless enough interest is expressed at which time the Dibbs token will only be available for purchase by up to a maximum of 99 verified “accredited investors” (as defined in Regulation D under the Securities Act) that are U.S. Persons. Redemptions of Dibbs Tokens, if ever made, can only be made to a maximum of 99 U.S. Persons, with priority granted for U.S. Persons who purchased Dibbs Tokens in this Offering in Dibbs ’s absolute discretion. The selected 99 U.S. Persons will be notified that they have been selected on or about the date 15 calendar days before redemption by email. Any U.S. Person offered Dibbs Tokens by a Non-U.S. Person following this Offering are warned that such transfer is not permitted pursuant to the transfer and resale restrictions applicable to the Dibbs Tokens and that any such transfer or sale may result in the loss of the full value of their investment, including that they may be unable to redeem such Dibbs Tokens. U.S. Persons permitted to purchase Dibbs Tokens will also be required to maintain their Dibbs Tokens for a period of one year from the issuance of the Dibbs Tokens to comply with Section 144 of the Securities Act, and will be required to make undertakings that they will, if they remove their Dibbs Tokens, not sell unless they sell (A) to a Non-U.S. Person outside the United States of America in an offshore transaction in compliance with Rule 903 or Rule 904 under the Securities Act and in compliance with applicable law; or (b) to any U.S. Person but only if they sell all of their Dibbs Tokens to a single U.S. Person and notify us of the new U.S. subscribers contact details. It is understood and agreed that Dibbs shall have the sole right, at its complete discretion, to accept or reject subscriptions for Dibbs Tokens, in whole or in part, for any reason and that the same shall be deemed to be accepted by Dibbs only when Dibbs Tokens are issued. Subscriptions need not be accepted in the order received, and the Dibbs Tokens may be allocated among subscribers who subscribed early in the offering period and significant orders may be given priority. All funds raised during the ICO, as well as the portfolio’s composition and future holdings, will be recorded on the official website for anyone to view. The tokens are designed to entirely represent the value of the fund: the value of one Dibbs Token is equal to the total fund value divided by the number of tokens sold. It’s a simple valuation system that will be calculated and expressed in terms of either ETH, BTC, and/or USD or any other currency that is being used to hold company assets.  Every quarterly tax reporting period a minimum of 30% of all company profits will be deposited into digital wallets which hold the market capital of the dibbs tokens.

FOR RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA (WHICH, FOR THE PURPOSES OF THIS OFFERING, DOES NOT INCLUDE HONG KONG, MACAU, AND TAIWAN) ONLY: Dibbs TOKENS MAY NOT BE MARKETED, OFFERED OR SOLD DIRECTLY OR INDIRECTLY TO THE PUBLIC IN CHINA AND NEITHER www.dibbs.co, Dibbs, NOR THIS OFFERING, WHICH HAS NOT BEEN SUBMITTED TO THE CHINESE SECURITIES AND REGULATORY COMMISSION, NOR ANY OFFERING MATERIAL OR INFORMATION CONTAINED HEREIN RELATING TO Dibbs TOKENS, MAY BE SUPPLIED TO THE PUBLIC IN CHINA OR USED IN CONNECTION WITH ANY OFFER FOR THE SUBSCRIPTION OR SALE OF Dibbs TOKENS TO THE PUBLIC IN CHINA. THE INFORMATION CONTAINED IN THIS WEBSITE AND THE OFFERING MEMORANDUM WILL NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION, ADVERTISEMENT OR SOLICITATION OF AN OFFER TO BUY ANY Dibbs TOKENS WITHIN THE PRC.

NOTICE TO PROSPECTIVE SUBSCRIBERS IN SINGAPORE www.dibbs.co, Dibbs, AND THIS OFFERING HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE UNDER THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (“SFA”). ACCORDINGLY, THIS WEBSITE AND THE OFFERING MEMORANDUM AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE Dibbs TOKENS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE Dibbs TOKENS BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE.

Legal Notices 

The Dibbs Tokens are not being offered in the US without special written consent from Dibbs LLC.  If you wish to participate and fall in this category of investors, requests may be made by contacting a representative through http://dibbs.co.  If enough interest from registered US accredited investors is understood, at such time we shall indicate a separate offering document, allowing on a limited basis to a maximum of 99 accredited investors under exemptions from registration under the U.S. Securities Act of 1933 (the “Securities Act”) pursuant to Regulation D, Section 506(c) under the Securities Act, and the rule promulgated thereunder. This press release does not constitute an offer to sell or the solicitation of an offer to purchase the Dibbs Tokens, nor shall there be any offer, solicitation or sale of the Dibbs Tokens in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Dibbs Tokens have not and will not be registered under the Securities Act, the Investment Company Act of 1940 or other applicable state securities laws, and may not be offered or sold in the US absent registration or pursuant to an exemption from registration requirements of the Securities Act and under applicable state laws.

In any member state of the European Economic Area, the Dibbs Tokens are only being offered to qualified investors as defined under Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, and includes any relevant implementing measure in each member state).

This communication is directed only to persons who (i) are outside the United Kingdom; (ii) are persons falling within Article 19(5) (Investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (iii) are persons falling within Article 49(2)(a) to (d) (High net worth companies, unincorporated associations, etc.) of the Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This communication is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

Dibbs may appoint a qualified entity as placement agent for the offering of these securities and will receive transaction fees based upon the successful placement of securities.

By participating in the Dibbs Token sale and/or purchasing tokens, you must have read all of this offering agreement and agree with all of the terms and conditions.  You are required to know the law of your jurisdiction and act accordingly.  If this type of purchase is not legal or if you are not sure if this is legal in your jurisdiction, then you may not purchase tokens through this offering.  We will not be liable for any misconduct or illegal activity by allowing your participation even if it is unknowingly committed, you are responsible for your actions and agree to make no claims or hold Dibbs LLC liable for any of your actions that may constitute a law violation in your region/jurisdiction.