Terms of service.

Draft, pending review by securities counsel. Last updated: June 11, 2026.

1. What PreIPO tokens are

PreIPO tokens are purely synthetic digital instruments that reference the per-share value of a referenced private company. A token is not a share and does not represent ownership of, or any claim on, shares in any referenced company. Each token is a contractual obligation of the issuer that becomes redeemable upon the occurrence of a Redemption Event (Section 2). Tokens trade freely on-chain at all times; redemption is optional, and holders may instead dispose of tokens at the prevailing market price at any point before, during, or after a redemption window.

PreIPO tokens are bearer digital assets. They are not securities, equity interests, or investment contracts, and they confer no ownership, equity, voting, dividend, information, governance, or other legal rights in any referenced company or its securities, or in the issuer, and no claim on or ownership of any instrument held by or for the issuer. The referenced companies are not affiliated with, do not endorse, and do not issue PreIPO tokens. Company names and trademarks are used solely to identify the reference asset.

2. Redemption Events

Each of the following constitutes a Redemption Event:

• IPO. The referenced company completes an initial public offering and the applicable post-IPO lockup period (typically approximately six months) expires. Each token is then redeemable for an amount referenced to the then-current per-share value of the referenced company, paid in USDC.
• Liquidity event. The referenced company is the subject of an acquisition, merger, tender offer, buyout, or other corporate transaction that establishes a per-share consideration. Each token is then redeemable at that per-share consideration, paid in USDC, on a timeline communicated at the time of the event.
• Dissolution. The referenced company dissolves or winds down. Each token is then redeemable for the per-share liquidation proceeds, if any, which may be substantially reduced or zero.

Where a transaction’s consideration is mixed, contingent, or not expressed per share, the issuer will determine the per-share redemption value in good faith from the terms of the transaction and publish the determination and supporting methodology before the redemption window opens.

3. Exposure management; no guarantee of redemption

To fund its redemption obligations, the issuer maintains a portfolio of exposure-bearing instruments sized against outstanding token supply. These instruments may include, without limitation: long positions in perpetual futures contracts on third-party venues, positions in crypto tokens whose value tracks the referenced company, interests in special-purpose vehicles, and other derivative or synthetic arrangements. The specific composition of this portfolio is determined solely by the issuer and may change at any time without notice. These instruments are held by the issuer as principal, not on behalf of or in trust for token holders, and token holders have no claim on, and no visibility into, the specific instruments held. Upon a Redemption Event, a portion of the portfolio is monetized and the proceeds applied to redemption payouts in USDC. Tokens are unsecured contractual obligations of the issuer; they are not secured by, and confer no interest in, the instruments held.

No Redemption Event may ever occur. If a referenced company remains private indefinitely with no liquidity event, tokens have no fixed maturity and may never become redeemable. Redemption values depend on events and prices outside the issuer’s control, monetization of the exposure portfolio may be delayed or realize less than reference prices, and issuer, counterparty, market, and smart-contract risks apply. Tokens are risky instruments and may result in total loss.

4. Prohibited jurisdictions

PreIPO tokens are not offered to, and may not be acquired or traded by, any person located in, incorporated in, or a resident of the following jurisdictions, or any person acting on behalf of such a person:

• United States of America (including all states and territories: U.S. Virgin Islands, Puerto Rico, Guam, American Samoa, Northern Mariana Islands, U.S. Minor Outlying Islands)
• Afghanistan
• Belarus
• Canada
• Central African Republic
• China (Mainland)
• Cuba
• Democratic Republic of the Congo
• Eritrea
• Ethiopia
• Hong Kong
• India
• Iran
• Iraq
• Japan
• Lebanon
• Libya
• Macau
• Mali
• Myanmar
• Nicaragua
• North Korea
• Russia
• Singapore
• Somalia
• South Sudan
• Sudan
• Syria
• Ukraine (including Crimea, Donetsk, and Luhansk regions)
• Venezuela
• Yemen
• Zimbabwe

“US person” has the meaning given in Regulation S under the US Securities Act of 1933. We use IP-based geofencing and other technical measures to restrict trading actions from prohibited jurisdictions. Circumventing these measures (including via VPN) is prohibited and constitutes a breach of these Terms.

5. Prohibited uses

You may not use the services for money laundering, terrorist financing, sanctions evasion, market manipulation, or any unlawful purpose; you may not access the services from a prohibited jurisdiction or misrepresent your location or eligibility.

6. Participant representations

By accessing the services or holding PreIPO tokens, you represent that:

• You are not a US person and are not located in a prohibited jurisdiction.
• You are not acquiring tokens on behalf of a US person or prohibited person.
• All blockchain transactions you effect are secondary transfers executed outside the United States.
• You understand tokens confer no rights in any referenced company.
• You understand redemption may never occur and tokens may lose all value.
• Your transactions are final, irreversible, and non-refundable.

7. Not advice; no regulated entity

Nothing on this site constitutes investment, financial, legal, or tax advice. PreIPO is not a broker-dealer, investment advisor, exchange operator, transfer agent, custodian, or similar regulated entity.

8. Dispute resolution

Any dispute arising out of these Terms or the services shall be resolved by binding individual arbitration. You waive any right to participate in class actions or jury trials to the maximum extent permitted by law.

9. Changes

We may update these Terms at any time. Continued use of the services after changes take effect constitutes acceptance.