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Helium

Networks+1 · Wireless Networks+1
OverviewChartsMonitoringInstitutional RelationsResearchNewsMarketsAboutHeliumHelium Foundation
OverviewChartsMonitoringInstitutional RelationsResearchNewsMarketsAboutHeliumHelium Foundation

Token Transparency Filing

B1 v1.1 · Filed 12 Oct 2026Partial - 6 gaps
This page was compiled by Blockworks using publicly available information reviewed consistent with the TTF. Certain categories of information are more likely to include undisclosed items (e.g., non-announced fundraisings or material relationships).

Project & Team

01

Description of Project

Provide a concise narrative that clearly states each of (a)–(e) below.

  • (a) Problem the project solves — The problem the project is solving.
  • (b) Operational priorities — Provide a high-level description of how the project expects to support ongoing development and operations over time.
  • (c) High-level project overview — How the project works at a high level.
  • (d) Primary token functions — The primary functions of the token (e.g. gov participation).
  • (e) Control surface reliance — If any, briefly describe the anticipated or possible evolution of the protocol's governance/control model.

(a) Problem the project solves

Mobile carriers must fund and own the radio sites that carry their traffic, and coverage stays thin indoors, at busy venues and in places where a new site does not pay back. Helium replaces part of that build with Hotspots that individuals and businesses buy and deploy, and carriers pay per gigabyte for the data those Hotspots offload. The network counts more than 130,000 Hotspots and carries about 128 TB of carrier data per day, with carrier partnerships in the United States and Mexico and expansion under way in Brazil and the United Kingdom. Those figures predate the end of T-Mobile offload through Ameriband on August 31, 2026, and T-Mobile had carried about 47% of rewardable Mobile traffic.

(Source: Helium Proposal, The Next Era of the Helium Network, HeliumGeek, T-Mobile Offload via Ameriband Ending)

(b) Operational priorities

Development and operations are funded by the operations and growth supplement approved in HIP 149. It mints about 141 million HNT over 36 months into a Squads multisig vault administered by Nova Labs, Inc., the Receiving Entity, for international carrier expansion, deployer programs, engineering, ecosystem grants, regulatory work and core operating costs. A 7-seat Advisory Council oversees that spending. In June 2026 Nova Labs announced that Noble Mobile was acquiring the Helium Mobile carrier business, the September 2, 2026 community call described the sale as essentially complete, and Nova Labs now concentrates on the network, carrier partnerships and Wi-Fi offload.

(Source: HIP 149, The Next Era of the Helium Network, Helium Proposal, HeliumGeek, 2026-09-02 Community Call)

(c) High-level project overview

Helium runs two wireless networks, a LoRaWAN network for low-power IoT devices and a Mobile network that offloads carrier traffic onto Wi-Fi Hotspots. Payers buy Data Credits by burning HNT and spend them on data transfer, and the protocol pays Hotspot deployers in HNT. Since April 18, 2023, token, reward, treasury and governance logic has run in open-source Solana programs, including helium_sub_daos, lazy_distributor, data_credits, circuit_breaker and voter_stake_registry, while Helium oracles verify network activity offchain. HIP 149 retired Proof-of-Coverage rewards on both networks, and Mobile deployers are now paid pro rata on the rewardable bytes they carry.

(Source: Helium Data on Solana, The Helium Network Token, HIP 149)

(d) Primary token functions

HNT is the native token of the Helium Network and the only way to create Data Credits, which are made by burning HNT and pay for network usage. The protocol pays HNT to Hotspot deployers for the data they carry, within a band set by HIP 149 and raised by HIP 150 to a target minimum of 80% for one year (with one pre-authorized extension year) and a cap of three times what payers paid for that data. Holders lock HNT as veHNT to vote on Helium Improvement Proposals, and delegated veHNT positions share a 6% allocation of the Mobile sub-DAO emission.

(Source: The Helium Network Token, HIP 149, HIP 150)

(e) Control surface reliance

The protocol changes through Helium Improvement Proposals that veHNT holders approve onchain, and the Helium Core Developers implement the resulting program upgrades. HIP 149 added a 7-seat Advisory Council with five community-elected seats and two seats appointed by Nova Labs, which oversees the supplement and can escalate a dispute to a community vote. Nova Labs keeps commercial authority over the per-gigabyte payer rate under HIP 143, which sets both the floor and the cap on deployer pay. Holders can reduce, pause or halt the supplement by simple-majority vote following an Advisory Council escalation.

(Source: HIP 149, HIP 149 Advisory Council Roles, HIP 143)

02

Known Project Team

For each existing entity: Labs/DevCo (e.g., Founder, CEO, CTO, COO), Foundation (e.g., President, Executive Director, CFO, COO), and DAO / onchain governance leadership (if applicable) list the: (a) full names, (b) official titles, (c) and prior experience of key team members. For any non-existent entity, explicitly mention it does not exist. External links may be included but they will not factor into the score.

Full Name

Entity

Official Title

Prior Experience

Mario Di Dio

Labs/DevCo

Chief Executive Officer of Nova Labs, Inc. since June 2026 (The Next Era of the Helium Network).

He led the Network side of Nova Labs, covering carrier partnerships and Wi-Fi, and spent his career in enterprise telecom before becoming CEO (The Next Era of the Helium Network, Wikipedia, Helium Network).

Amir Haleem

Labs/DevCo

Co-founder and Chairman of Nova Labs, Inc. since June 2026 (The Next Era of the Helium Network).

He co-founded Helium in 2013 with Shawn Fanning and served as CEO of Helium, Inc. and Nova Labs until June 2026 (NGP Capital, Nova Labs Series D, The Next Era of the Helium Network).

Scott Sigel

Foundation

Chief Executive Officer of the Helium Foundation per its org chart on The Org, accessed 2026-10-06 (The Org, Scott Sigel).

He was previously the Helium Foundation's Chief Operating Officer, a role he held in October 2024 (RIA Channel, Helium Foundation's Sigel), and his earlier roles were at Solana, Arweave, General Assembly, Hatch, Arwen and CreditSights (The Org, Scott Sigel).

James Fayal

DAO/Onchain Governance

Community-elected member of the HIP 149 Advisory Council, chosen in the veHNT vote that closed on July 20, 2026 (Helium Proposal, Advisory Council Election Summary).

He has deployed Hotspots since 2019, authored HIP 20, worked in venture capital and startup incubation and founded Zest (Advisory Council Election Summary, HIP 20).

Chris Ferebee

DAO/Onchain Governance

Community-elected member of the HIP 149 Advisory Council (Helium Proposal, Advisory Council Election Summary).

He has deployed IoT Hotspots in Europe since 2021, runs an early Helium Mobile brownfield site in Germany, served on the Mobile Working Group and authored HIP 138 (Advisory Council Election Summary, HIP 138).

Samuel Andrews, MD

DAO/Onchain Governance

Community-elected member of the HIP 149 Advisory Council (Helium Proposal, Advisory Council Election Summary).

He holds a finance degree, was Vice President of Commercial Lending at Citibank and Wells Fargo, and has deployed more than 100 IoT Hotspots since 2021 (Advisory Council Election Summary).

Jacob Brady

DAO/Onchain Governance

Community-elected member of the HIP 149 Advisory Council (Helium Proposal, Advisory Council Election Summary).

He has deployed Hotspots since August 2020, served two terms on the Mobile Working Group, co-authored HIP 135 and is an MD-PhD candidate at the University of Connecticut (Advisory Council Election Summary).

Eric Eife

DAO/Onchain Governance

Community-elected member of the HIP 149 Advisory Council (Helium Proposal, Advisory Council Election Summary).

He has more than 30 years in wireless and founded the first in-building wireless department at a major carrier (Advisory Council Election Summary).

The two Receiving Entity seats are filled by Nova Labs appointees (HIP 149).

DAO/Onchain Governance

Both are Advisory Council members appointed by Nova Labs, Inc., they serve unpaid and Nova Labs can replace them at its discretion (HIP 149).

The cited sources do not give the appointees' names or prior experience (HIP 149 Advisory Council Roles).

03

DAO Structure

Provide a structured description of the DAO's governance, powers, and economic rights. If a DAO does not exist, state so. Address the lettered items below. Even if there is no DAO, there must be an answer to (d).

  • (a) IP ownership & control — State what IP the DAO owns or controls (e.g., codebases/repos, trademarks/brands). Note any license if relevant.
  • (b) Contract/admin powers — List onchain or administrative authorities and limits: pause/upgrade roles (e.g., multisig pause), governance-executor authorities, and the method of authority for each (e.g., veto, majority, super-majority).
  • (c) Locked-token rights (conditional) — If locking/staking for additional rights exists, explain the additional rights and what tokenholders can and cannot decide. If no locking mechanism exists, leave absent.
  • (d) Value accrual & holder rights — If any, describe the current rights of tokenholders over revenue distribution and the treasury.
  • (e) Dissolution authority — State who can dissolve/wind up the DAO and by what mechanism (e.g., onchain vote threshold, board resolution of a legal wrapper).

(a) IP ownership & control

The Helium DAO owns no trademarks or other registered IP. The Solana programs that run the network are published under the Apache-2.0 license in the helium-program-library repository of the helium GitHub organization, so anyone can use and fork the code. Nova Labs, Inc. owns the Helium website and holds the "Helium Mobile" trademark, and its website terms state that it does not own or control the Helium Network or its source code.

(Source: Helium Program Library, Helium Website Terms, Helium Mobile Plan Terms)

(b) Contract/admin powers

veHNT holders approve Helium Improvement Proposals by onchain vote, and the threshold is set per proposal. HIP 149 required a 66.67% supermajority and a 100 million veHNT quorum. Its mint rate, boundary timestamps and vault address are hardcoded, and changing any of them needs a new community-voted program upgrade. A curtailment vote to reduce, pause or halt the supplement passes by simple majority after at least 7 days of discussion and 7 days of voting. The Advisory Council acts on 3 days' notice for standard actions and on 5 days' notice plus a 5-day vote for an escalation, with a quorum of 5 of 7 seats, including 3 community seats, and it has no onchain veto over the vault. The circuit_breaker program wraps sensitive mint authorities and token accounts to limit large movements after an exploit or bug. Read onchain on 2026-10-06, the upgrade authority of the helium_sub_daos, voter_stake_registry and lazy_distributor programs is the vault pULUgsYtKvT7qhsL8QJ2oJXYQUeCCdjtfawPnBqEr3U of the Squads v4 multisig FXyzyVsmPRuZjbe97tsCpDqPAPPhBny4dr2hemo8XmL1, which requires 3 approvals from its 5 voting members, has a sixth member that can only propose, has no time lock and has no separate config authority. The signers are not publicly identified, and a program upgrade follows a veHNT vote by social convention rather than by onchain enforcement.

(Source: Solana Explorer, helium_sub_daos Program, Solana Explorer, Upgrade Authority Multisig, HIP 149, HIP 149 Vote Summary, HIP 149 Advisory Council Roles, Helium Data on Solana)

(c) Locked-token rights (conditional)

Holders lock HNT in the voter_stake_registry program to receive veHNT, which carries voting power on Helium Improvement Proposals and Advisory Council elections. A delegated position shares the Delegation Rewards Pool only if it voted in 2 of the last 4 veHNT votes. Holders can approve protocol changes, elect the five community Council seats and curtail the supplement. They cannot set the payer rate, which stays with Nova Labs under HIP 143, cannot direct or block an individual supplement spend, and hold no right to any HNT that has not been minted.

(Source: Helium Data on Solana, HIP 150, HIP 149, HIP 149 Advisory Council Roles)

(d) Value accrual & holder rights

HNT holders have no right to protocol revenue, because payers burn HNT to create Data Credits and that HNT is destroyed rather than paid out. Delegated veHNT positions share a 6% allocation of the Mobile sub-DAO emission and receive any Mobile deployer earnings above the cap of three times the payer rate. HIP 150 removed the veHNT share of the HIP 149 Backstop mint, which reduced that pool. Holders have no claim on the supplement vault or on Nova Labs assets.

(Source: The Helium Network Token, HIP 149, HIP 150)

(e) Dissolution authority

The Advisory Council ends on the earliest of a community vote to dissolve it, full distribution of the supplement or Nova Labs declining further distributions. After an early curtailment it survives 90 days and then dissolves unless a restart proposal is active.

(Source: HIP 149)

04

Primary Foundation

For the Primary Foundation do the following independently. If an entity does not exist, state that explicitly. Items (a)–(f) apply only if that entity exists; state explicitly that the entity doesn't exist. Definitions: The primary Foundation and DevCo can be explained as those entities which are directly involved in the issuance of the native token at launch.

  • (a) Entity — Type and jurisdiction.
  • (b) IP ownership & control — What IP the entity owns/controls (repos/code, trademarks/brand; license optional) and an explanation of any subsidiary entities.
  • (c) Powers over DAO, treasury, protocol-controlled resources, and token administration — If any, describe the current powers over DAO governance, treasury actions, protocol-controlled resources (e.g. revenue), token administration, or reward parameters, and the method/threshold for each.
  • (d) Powers over DevCo — Explain whether the foundation can exert direct or indirect influence over decision-making of the DevCo.
  • (e) Contract/admin powers — Pause/upgrade/governance-executor authorities and the method/threshold for each (e.g., veto/majority/super-majority; "3/5 multisig").
  • (f) Current economic arrangements and distribution policies — Describe any current governance-approved, contractual, or programmatic mechanisms, if any, by which protocol-controlled resources, treasury assets, fees, revenue, rewards, or token distributions may be directed to this entity, its equityholders, contributors, or other participants. If no such mechanism currently exists, state that explicitly. Do not discuss hypothetical future dividends, repurchases, or distributions unless formally adopted.

(a) Entity

The Helium Foundation is the primary foundation of the Helium Network, and governance proposals assign it the administration of community funds. Its website at helium.foundation, which carried its bylaws, was offline as of 2026-10-05, so its legal name, entity type and jurisdiction rest on no live primary source. Wikipedia lists Nova Labs and the Helium Foundation together as the network's developers.

(Source: HIP 138, HIP 51, Wikipedia, Helium Network)

(b) IP ownership & control

The Foundation holds no disclosed trademarks or code. The network programs are Apache-2.0 open source in the helium GitHub organization, and the Helium website and the "Helium Mobile" trademark belong to Nova Labs. No Foundation subsidiary is disclosed.

(Source: Helium Program Library, Helium Website Terms, Helium Mobile Plan Terms)

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

HIP 138 made the Foundation administrator of a 1.3 million HNT MOBILE Growth Fund for deployer incentives such as boosted rewards, subsidized hardware swaps and incentives for new service providers, and asked it to burn the 18.2 billion MOBILE revoked from the Operations Fund. HIP 51 placed the MOBILE pre-mine in a Foundation multisig. HIP 149 and HIP 150 give the Foundation no role, so it does not administer the supplement vault, appoint Council seats or set the payer rate. The Foundation votes in DAO governance only through any veHNT it holds, like any other holder.

(Source: HIP 138, HIP 51, HIP 149, HIP 150)

(d) Powers over DevCo

The Foundation has no disclosed ownership of or control over Nova Labs, Inc., which is a privately held Delaware corporation backed by venture investors. No shared officers between the two are disclosed.

(Source: SEC Complaint, NGP Capital, Nova Labs Series D)

(e) Contract/admin powers

The Foundation holds no disclosed pause, upgrade or governance-executor authority over the Helium programs. HIP 149 leaves program upgrades to the Helium Core Developers after a veHNT vote, and the Foundation's only disclosed onchain control is the multisig that HIP 51 assigned to it for the MOBILE pre-mine.

(Source: HIP 149, HIP 51)

(f) Current economic arrangements and distribution policies

The only governance-approved mechanism directing HNT to the Foundation is the 1.3 million HNT MOBILE Growth Fund from HIP 138, which the Foundation administers for deployer incentives rather than for its own operations. No fee, revenue or emission stream is directed to the Foundation under HIP 149 or HIP 150.

(Source: HIP 138, HIP 149, HIP 150)

05

Primary Dev Co

For the Primary DevCo do the following independently. If an entity does not exist, state that explicitly. Items (a)–(f) apply only if that entity exists; state explicitly that the entity doesn't exist. Definitions: The primary Foundation and DevCo can be explained as those entities which are directly involved in the issuance of the native token at launch.

  • (a) Entity — Type and jurisdiction.
  • (b) IP ownership & control — What IP the entity owns/controls (repos/code, trademarks/brand; license optional) and an explanation of any subsidiary entities.
  • (c) Powers over DAO, treasury, protocol-controlled resources, and token administration — If any, describe the current powers over DAO governance, treasury actions, protocol-controlled resources (e.g. revenue), token administration, or reward parameters, and the method/threshold for each.
  • (d) Powers over Foundation — Explain whether the DevCo can exert direct or indirect influence over decision-making of the Foundation.
  • (e) Contract/admin powers — Pause/upgrade/governance-executor authorities and the method/threshold for each (e.g., veto/majority/super-majority; "3/5 multisig").
  • (f) Current economic arrangements and distribution policies — Describe any current governance-approved, contractual, or programmatic mechanisms, if any, by which protocol-controlled resources, treasury assets, fees, revenue, rewards, or token distributions may be directed to this entity, its equityholders, contributors, or other participants. If no such mechanism currently exists, state that explicitly. Do not discuss hypothetical future dividends, repurchases, or distributions unless formally adopted.

(a) Entity

Nova Labs, Inc. is a private Delaware corporation headquartered in San Francisco, formerly known as Helium Systems, Inc. and Skynet Phase 1 Inc. It operated as Helium, Inc. until March 2022, when it took the Nova Labs name with a $200 million Series D. Its Wi-Fi terms give its address as 2261 Market Street, Suite 10194, San Francisco, CA 94114, and it does business as Helium Mobile. Nova Labs launched the network and is the Receiving Entity under HIP 149.

(Source: SEC Complaint, NGP Capital, Nova Labs Series D, Helium Wi-Fi Terms, HIP 149)

(b) IP ownership & control

Nova Labs owns or controls the helium.com website and its content, provides the Helium Wallet app and holds the "Helium Mobile" trademark. The Helium Mobile plan terms updated on September 9, 2026 name Affiniti Ventures, Inc., a Delaware corporation, as the provider of Helium Mobile service and state that it uses the trademark under license from Nova Labs. Its website terms state that Nova Labs does not own or control the Helium Network or its source code, and the network programs are Apache-2.0 open source.

(Source: Helium Website Terms, Helium Wallet Terms, Helium Mobile Plan Terms, Helium Program Library)

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

Nova Labs administers the Squads multisig vault that receives the HIP 149 supplement and decides each spend within the approved purposes. It sets the per-gigabyte payer rate under HIP 143 at its commercial discretion without a vote, and that rate fixes the floor and cap on Mobile deployer pay. It decides which Hotspots receive HIP 150 reward multipliers through Helium Plus enrollment. It appoints two of the seven Council seats and can replace them at will. It votes its own veHNT like any holder, does not lock or delegate supplement HNT while it controls it and recused its veHNT from the community seat election.

(Source: HIP 149, HIP 143, HIP 150, HIP 149 Advisory Council Roles)

(d) Powers over Foundation

Nova Labs has no disclosed ownership of or control over the Helium Foundation, and no shared officers or board seats are disclosed. HIP 149 and HIP 150 route no Foundation decision through Nova Labs.

(Source: HIP 149, HIP 150)

(e) Contract/admin powers

Nova Labs controls the supplement vault multisig, but the mint rate, timestamps and vault address are hardcoded and only a community-voted program upgrade can change them. It holds no disclosed pause or upgrade authority over the HNT mint or the Helium programs, since HIP 149 leaves implementation to the Helium Core Developers after a veHNT vote. Under HIP 150 it can withhold or claw back rewards from enrolled Hotspots and reset their multiplier to 1 without notice.

(Source: HIP 149, HIP 150)

(f) Current economic arrangements and distribution policies

HIP 149 mints about 196,000 HNT per daily epoch into the Nova-administered vault for about 360 days, then tapers linearly to zero over about 720 days, for about 141 million HNT in total. HIP 150 states that the flat window ends on 2027-07-31. About 1.25% of the supplement, or 1.76 million HNT, goes directly to the five community Council members. Nova Labs is the only registered Service Provider and held a 24% share of the Mobile sub-DAO emission, which HIP 150 redirects to deployers until 2027-07-31, with one optional one-year extension by Nova Labs. The SEC complaint states that Nova Labs has sold millions of dollars of HNT to fund its business.

(Source: HIP 149, HIP 150, SEC Complaint)

Token Supply & Allocations

06

Initial Allocation

Disclose launch and initial supply details in a single initial allocation schedule covering the token's launch.

  • (a) Launch supply totals — The total number of tokens issued at launch, the total number of tokens locked at launch or the total number of tokens unlocked at launch.
  • (b) Recipient categories & use of funds — The recipient categories with brief explanations as to how the category will use the tokens so an auditor can distinguish each bucket.
  • (c) Initial price per token (if applicable) — The initial price per token at TGE. If the token launched via a liquidity bootstrapping mechanism, auction, or other price-discovery process rather than a fixed offering price, describe that mechanism and the final market set price instead. If no fixed price was set, state so.
  • (d) Ticker / market symbol — The ticker/market symbol.
  • (e) Total supply & supply regime — The total supply and whether the supply is fixed (if not explain inflation rate or deflation rate).
  • (f) Initial vesting / release schedules — The initial vesting/release schedules (identify which categories/recipients are subject to vesting and the high-level timing logic).

(a) Launch supply totals

Zero HNT existed at launch, because there was no pre-mine. The first HNT was emitted on July 29, 2019, and the protocol targeted 5,000,000 HNT per month from that date. No tokens were locked at launch, since every token entered supply through protocol emissions.

(Source: The Helium Network Token, Helium HNT)

(b) Recipient categories & use of funds

  • Category: Founders Reward
    • Year 1 share of emissions: 35%
    • Use: Paid to holders of Helium Security Tokens, who were investors in and early employees of Nova Labs
  • Category: Data Transfer
    • Year 1 share of emissions: 30%
    • Use: Paid to Hotspots for carrying device data
  • Category: Proof of Coverage
    • Year 1 share of emissions: 29%
    • Use: Paid to Hotspots for proving wireless coverage
  • Category: Consensus
    • Year 1 share of emissions: 6%
    • Use: Paid to the consensus group that produced blocks on the original Helium chain

(Source: HIP 20, HIP 138, SEC Complaint)

(c) Initial price per token (if applicable)

No fixed price was set at launch. HNT entered circulation only through protocol emissions to Hotspots, consensus members and Helium Security Token holders, with no public sale, auction or liquidity bootstrapping event, and price formed later in secondary trading.

(Source: The Helium Network Token, HIP 20)

(d) Ticker / market symbol

HNT. Its Solana mint address is hntyVP6YFm1Hg25TN9WGLqM12b8TQmcknKrdu1oxWux.

(Source: The Helium Network Token, Helium HNT)

(e) Total supply & supply regime

HNT supply is not fixed. HIP 20 halved the 5,000,000 HNT monthly emission every two years from August 1, 2021, which implied a maximum of about 223 million HNT, and burns for Data Credits are re-emitted only up to a net emissions cap of about 1,644 HNT per epoch. Supply stood at about 182.5 million HNT when HIP 149 was proposed. HIP 149 adds about 141 million HNT over 36 months, which raises the effective maximum from about 206 million to about 347 million HNT, and during the flat window the supplement runs at about 9.5 times the HIP 20 emission of about 20,548 HNT per day. The helium.com HNT page still cites the 223 million cap. Onchain supply of the HNT mint was 194,024,144 HNT on 2026-10-06.

(Source: Solana RPC, HNT Token Supply, HIP 20, The Helium Network Token, HIP Issue #1201, HIP 149, Helium HNT)

(f) Initial vesting / release schedules

  • Category: Founders Reward
    • Vesting terms: Released each epoch to Helium Security Token holders with no lockup, and ended by HIP 138, which redirected about 11 million remaining HNT to network participants
    • Circulating treatment: Circulating treatment: no.
  • Category: Data Transfer
    • Vesting terms: Released each epoch to Hotspots as earned, with no vesting
    • Circulating treatment: Circulating treatment: conditional.
  • Category: Proof of Coverage
    • Vesting terms: Released each epoch to Hotspots as earned, with no vesting, and retired by HIP 149
    • Circulating treatment: Circulating treatment: conditional.
  • Category: Consensus
    • Vesting terms: Released each epoch to consensus members as earned, with no vesting
    • Circulating treatment: Circulating treatment: conditional.

(Source: HIP 20, HIP 138, HIP 149, The Helium Network Token)

07

Airdrop Process

Address each of the following sub-items based on the project's airdrop status. If a sub-item does not apply to the project's situation, state that explicitly.

  • (a) Planned but not yet executed airdrop — If the project has planned but not yet airdropped, commit to publishing a recipient wallet list in a public channel and provide it to Blockworks quarterly until the initial TGE airdrop is fully completed. Additionally, generally state the possible target user segments (e.g., "stakers of X," "Aave users") and the allocation method (e.g., proportional to ve-balance or net position).
  • (b) Executed airdrop — If the project has already airdropped, point to a per-address source such as CSV/TSV/JSON files, a Dune table, a full Merkle dump, GitHub repo files embedding per-address allocations, or RPC endpoints that expose claim/amount data; explorer links alone do not count. Additionally, clearly state covered user segments (e.g., "stakers of X," "Aave users") and the allocation method (e.g., proportional to ve-balance or net position).
  • (c) No airdrop planned or conducted — If the project does not plan to conduct an airdrop for TGE and has never conducted one, state so plainly (e.g., "We have never conducted an airdrop to date and do not plan to execute one").

Planned but not yet executed airdrop

Not applicable. No HNT airdrop is planned, and no governance proposal authorizes one.

(Source: The Helium Network Token, HIP 149)

Executed airdrop

Not applicable. HNT has never been airdropped, because every token entered supply as a protocol emission earned by Hotspots, consensus members or Helium Security Token holders.

(Source: The Helium Network Token, HIP 20)

No airdrop planned or conducted

HNT has never been airdropped, and no airdrop is planned. HNT launched on July 29, 2019 with no pre-mine and has been distributed only through emissions to network participants, and the April 2023 move to Solana carried existing balances over rather than distributing new tokens.

(Source: The Helium Network Token, Helium HNT)

Transactions & Market Structures

08

Market Maker Agreements & Deals

Projects must disclose all material terms of market-making arrangements that affect token liquidity. If the project has no agreements or deals with market makers, state that explicitly; doing so earns full credit. For each market maker, include in a table:

  • (a) Market maker's name — the market maker's name;
  • (b) Token allocation or loaned amount — the token allocation or loaned amount as a percentage of total supply;
  • (c) Duration/term of agreement — the duration/term of the agreement; and, where applicable,
  • (d) Name of agreement structure — label the financial vehicle being used in the agreement (i.e. loan, option/call, retainer model) without describing trading strategy or expected outcomes.

If the project has no agreements or deals with market makers, state that explicitly; doing so earns full credit. If no native tokens were loaned or allocated to market makers, state that explicitly; cash/fiat retainers or fees are not required for this item.

  • Market Maker Name: No market-maker agreement for HNT is disclosed by Nova Labs, the Helium Foundation or any governance proposal (HIP 149, The Helium Network Token).
    • Token Allocation Committed: No HNT is disclosed as loaned or allocated to a market maker, and HIP 149 commits Nova Labs to prefer OTC sales with lockups over exchange sales of the supplement (HIP 149).
    • Term Duration: No market-maker term exists because no agreement is disclosed (HIP 149).
    • Structure Name: No loan, option or retainer structure is disclosed (HIP 149).
09

CEX / DEX Agreements & Deals

Projects must disclose all material terms of centralized or decentralized exchange listings that affect token liquidity. For each listing, include in a table:

  • (a) Exchange name / DEX pool — the exchange name (and, for DEX, the specific pool/pair);
  • (b) Token allocation for listing — the token allocation supplied or committed for listing as a percentage of total supply;
  • (c) Term Duration — the duration/term of any listing lockups, liquidity, or incentive programs; and, where applicable,
  • (d) Native-token listing fees — whether any listing fees were paid in native tokens, with amounts (tokens or % of supply), recipients, and any vesting or lock terms tied to the partnership.

If the project has no agreements or deals with CEX or DEX, state that explicitly; doing so earns full credit; cash/fiat fee amounts are not required for this item.

  • Exchange Name: Coinbase, Kraken and Phantom are the venues the Helium HNT page names for acquiring HNT (Helium HNT).
    • Token Allocation Committed: No HNT allocation for any listing is disclosed, and no listing agreement with these or other venues is published (Helium HNT, The Helium Network Token).
    • Term Duration: No listing lockup, liquidity commitment or incentive term is disclosed (Helium HNT).
    • Native Token Listing Fees: No listing fee paid in HNT is disclosed (Helium HNT).

Financial Disclosures & Risks

10

Prior Token Sales & Fundraising

Disclose all prior token sales by the Project — including fundraising rounds, any material OTC sales to investors, and any discounted market-maker sales. For each sale, provide:

  • (a) Series Name
  • (b) Early-Stage Investment Instrument used (i.e. SAFT, STAMP, SAFE, SAFE+Token Warrant, etc.)
  • (c) Date of sale (at least month & year)
  • (d) Number of tokens sold (or % of total supply)
  • (e) Vesting schedule

If no prior sales occurred, state that explicitly (e.g., "No prior fundraising, OTC, or discounted MM sales have occurred.").

  • Series Name: Helium Security Token sale to investors alongside a preferred equity round, with 6,800 of the 10,300 tokens created sold for about $15 million (SEC Complaint).
    • Investment Vehicle: Helium Security Tokens sold together with Nova Labs preferred stock, which entitled holders to a share of up to 35% of HNT emissions (SEC Complaint).
    • Date Of Sale: The sale took place in May 2019, before the first HNT was emitted (SEC Complaint).
    • Number of tokens sold: No HNT was sold directly, and the 6,800 HST carried a claim on the Founders Reward stream, which was 35% of emissions in year 1 (SEC Complaint, HIP 20).
    • Vesting Schedule: HST holders received HNT each epoch with no lockup until HIP 138 ended the stream and redirected about 11 million remaining HNT to network participants (HIP 138).
  • Series Name: Series D equity round of $200 million in Nova Labs, led by Tiger Global and Andreessen Horowitz (NGP Capital, Nova Labs Series D).
    • Investment Vehicle: The round was an equity investment in Nova Labs, with no token instrument disclosed (NGP Capital, Nova Labs Series D).
    • Date Of Sale: The round was announced on March 30, 2022 (NGP Capital, Nova Labs Series D).
    • Number of tokens sold: No HNT sold in this round is disclosed (NGP Capital, Nova Labs Series D).
    • Vesting Schedule: No vesting schedule applies because no tokens sold in this round are disclosed (NGP Capital, Nova Labs Series D).
  • Series Name: Nova Labs sales of HNT from its own holdings to fund operations (SEC Complaint).
    • Investment Vehicle: Sales of HNT that Nova Labs received as a holder of about 2,000 retained HST, with no instrument disclosed (SEC Complaint).
    • Date Of Sale: The SEC complaint filed on January 17, 2025 describes these sales without giving dates (SEC Complaint).
    • Number of tokens sold: The complaint states that Nova Labs sold millions of dollars of HNT and gives no token count (SEC Complaint).
    • Vesting Schedule: No vesting or lockup on these sales is disclosed, and HIP 149 now asks Nova Labs to prefer OTC sales with lockups for supplement HNT (SEC Complaint, HIP 149).
11

Previous Exploits Affecting The Native Token

If any, list prior exploits or incidents that directly affected the token, token supply, tokenholder balances, token contract, minting controls, burn mechanics, or custody of token supply. This question is not asking about general protocol, application, or smart contract exploits unless the incident directly affected the native token itself. If no prior incidents, state this explicitly (e.g., "No exploits affecting tokenholders or protocol funds as of YYYY-MM-DD").

  • (a) Date & component affected — Date (YYYY-MM or YYYY-MM-DD), chain(s)/component affected.
  • (b) Exploit vector summary — Plain-language summary of the exploit vector (what the hack was).
  • (c) Quantified impact — Quantified impact (assets/tokens affected or a clear "no loss of funds" statement).
  • (d) Remediation/response taken — Remediation/response taken (patches, upgrades, governance actions, compensation).
  • (e) Current status — Current status (resolved, in litigation, under investigation, refunded, etc.).
  • (f) References (optional) — References (optional): link(s) to post-mortem/advisory/PR.

(a) Date & component affected

No exploit of the HNT mint, the Helium programs or protocol funds has occurred as of 2026-10-05. One custody incident affected HNT holder balances. On 2022-09-16 Binance misallocated HNT in its own exchange accounting, which affected Binance customer balances and not the Helium chain.

(Source: The Block, Binance Accounting Bug, CoinDesk, Binance Bungles Accounting)

(b) Exploit vector summary

Binance counted MOBILE deposits as HNT, so depositors were credited with HNT they were not owed. The cause was an accounting bug inside Binance, and no Helium code was involved.

(Source: The Block, Binance Accounting Bug, CoinDesk, Binance Bungles Accounting)

(c) Quantified impact

About 4.8 million HNT, worth about $19 million to $20 million at the time, was misallocated, which left Binance short by that amount against customer balances. HNT supply and onchain balances outside Binance were unaffected.

(Source: The Block, Binance Accounting Bug, CoinDesk, Binance Bungles Accounting)

(d) Remediation/response taken

The Helium Foundation advised token holders to suspend HNT and MOBILE deposits on Binance while the issue was handled, and Binance patched the accounting bug. No change to the Helium protocol was needed.

(Source: The Block, Binance Accounting Bug, CoinDesk, Binance Bungles Accounting)

(e) Current status

Resolved. The bug was patched in September 2022.

(Source: CoinDesk, Binance Bungles Accounting)

(f) References (optional)

The Block and CoinDesk reported the incident on 2022-09-16. The Helium Solana programs were audited by sec3, with the report published on March 20, 2023.

(Source: The Block, Binance Accounting Bug, CoinDesk, Binance Bungles Accounting, Helium Data on Solana)

12

Material Risk Factors (Regulation, Technology, Token Economics)

Describe material risk factors across the three categories below. Each category includes prompts to address at a minimum.

  • (a) Regulatory, Legal & Tax Risks — Describe how evolving laws and regulations could affect the project by answering, at a minimum, questions like:

  • Impact of Regulatory Change on TGE and Listings: (If applicable) How could evolving or conflicting laws and regulations affect your ability to complete the TGE, deliver tokens to purchasers, and list or maintain the token on trading venues in key jurisdictions?

  • Entity-Level Regulatory Impact: (If applicable) How could regulatory or legal changes impact your core entities (Foundation, DevCo, DAO, affiliated service providers), including enforcement actions, licensing requirements, or forced changes to structure or operations?

  • Tokenholder Tax Treatment: (If applicable) What uncertainties exist around how tokenholders may be taxed, and make clear that tokenholders are responsible for understanding their own tax obligations?

  • Jurisdictional & User Access Restrictions: (If applicable) If the project restricts access for certain jurisdictions or user types (e.g., U.S. persons, sanctioned countries, retail vs. professional), what are those restrictions and what risks do they create for users and for the project?

  • (b) Protocol, Technology & Security Risks — Describe risks to network and contract reliability, correctness, and safety by answering, at a minimum, questions like:

  • Bugs and Design Flaws: (If applicable) What bugs, design flaws, or implementation errors could exist in your core protocol code, smart contracts, and any bridges, rollups, or oracles that you depend on, and how could these lead to loss of funds or disruption of the protocol?

  • Security Measures & Their Limitations: (If applicable) What security measures have you taken (audits, formal verification, bug bounties), and what types of failures might these measures still fail to detect or prevent?

  • (c) Token Economics, Unlocks & Incentive Risks — Describe how the token's economic design and supply schedule could affect holders by answering, at a minimum, questions like:

  • Critical Economic Assumptions: (If applicable) Which economic assumptions (e.g., staking yields, fee revenue, liquidity incentives, MEV capture, demand for blockspace) are critical for protocol security, utility, and governance, and what happens if those assumptions fail?

  • Governance Control over Monetary Policy & Rewards: (If applicable) To what extent can governance change monetary policy, fee parameters, or reward allocations (e.g., inflation rate, treasury flows, incentive programs), and how could such changes adversely affect tokenholders?

(a) Regulatory, Legal & Tax Risks

Impact of Regulatory Change on TGE and Listings:

HNT launched in 2019 with no token sale, so there is no TGE left to complete. Its liquidity depends on listings such as Coinbase and Kraken, and a change in how US or other regulators classify network tokens could lead venues to restrict or delist HNT. The HIP 149 supplement adds a further exposure, because Nova Labs will sell supplement HNT to fund operations, and any rule that treats those sales as securities offerings could force changes to how the HNT is sold or stop the sales.

(Source: Helium HNT, HIP 149, SEC LR-26229)

Entity-Level Regulatory Impact:

The SEC sued Nova Labs on January 17, 2025, and the April 23, 2025 consent judgment, entered without Nova Labs admitting or denying the allegations, resolved the Section 17(a)(2) claim tied to a preferred stock private placement, imposed a $200,000 penalty and dismissed the other claims with prejudice. Nova Labs is a Delaware corporation, so new US rules on token issuers, telecom services or sanctions apply to it directly. The Helium Foundation's legal status is not confirmed by a live primary source.

(Source: SEC Complaint, SEC LR-26291, Helium Website Terms)

Tokenholder Tax Treatment:

Hotspot rewards, veHNT delegation rewards and Council pay arrive as newly emitted HNT, and many tax authorities treat such receipts as income when received, with a second tax event when the HNT is sold or burned for Data Credits. The tax treatment of locking HNT as veHNT and of the Solana migration in April 2023 is not settled by any published ruling. Neither Nova Labs nor the Foundation publishes tax guidance for HNT. Tokenholders are responsible for understanding their own tax obligations.

(Source: The Helium Network Token, HIP 149)

Jurisdictional & User Access Restrictions:

The Helium Wallet terms bar anyone on US sanctions lists such as the SDN list, and the website terms add export control rules and state that Hotspots are sold for use in the United States only. US wallet users resolve disputes by arbitration under the Federal Arbitration Act, while users outside the US or Canada must litigate in San Francisco. These limits narrow who can deploy Hotspots and earn HNT, and users who breach them risk losing access to the wallet and rewards.

(Source: Helium Wallet Terms, Helium Website Terms)

(b) Protocol, Technology & Security Risks

Bugs and Design Flaws:

HNT minting, reward distribution and governance run in Solana programs such as helium_sub_daos and lazy_distributor, and rewards depend on Helium oracles that measure data carried offchain. A bug in those programs or a faulty oracle report could mint or pay HNT incorrectly. HIP 149 is not backwards compatible and added new mint paths, including the supplement and the deployer top-up, in one program upgrade, which enlarges the code that controls supply. HIP 149 itself states that deployer pay falls short of the target for 1 to 2 weeks after a sharp HNT price drop.

(Source: Helium Data on Solana, HIP 149)

Security Measures & Their Limitations:

The Helium programs are open source under Apache-2.0 and were audited by sec3, with the report published on March 20, 2023. The circuit_breaker program limits how fast mint authorities and treasury accounts can move funds after an exploit or bug. That audit predates the HIP 149 and HIP 150 changes, and no audit of those upgrades is published. Audits and rate limits cannot stop a harmful proposal that veHNT holders approve, a compromise of the Squads vault keys or abuse of the HIP 150 multipliers, which HIP 150 handles through custody and clawback rather than code.

(Source: Helium Data on Solana, Helium Program Library, HIP 150)

(c) Token Economics, Unlocks & Incentive Risks

Critical Economic Assumptions:

HNT demand rests on carriers burning HNT for Data Credits to pay for offloaded data. Nova Labs cut the payer rate from $0.50 to about $0.10 per gigabyte before the HIP 149 vote, so burns per gigabyte fell by about 80%. The supplement mints about 196,000 HNT per day, about 9.5 times the base emission, and adds about 77% to the roughly 182.5 million HNT supply over 36 months. If carrier volume does not grow enough to absorb that issuance and Nova Labs' sales, holders face heavy dilution and selling pressure. Carrier volume already fell when T-Mobile offload through Ameriband ended on August 31, 2026, since T-Mobile had carried about 47% of rewardable Mobile traffic.

(Source: HIP 149, The Next Era of the Helium Network, HeliumGeek, T-Mobile Offload via Ameriband Ending)

Governance Control over Monetary Policy & Rewards:

veHNT holders can change emissions, reward splits and the supplement through new proposals, as HIP 149 and HIP 150 did within three months of each other, and HIP 150 cut the veHNT share of the Backstop. Nova Labs sets the payer rate alone, which moves both burns and deployer pay without a vote. Holders can curtail the supplement by simple majority following a Council escalation, but large holders who favor it can block a curtailment, and a later proposal can extend or replace the schedule.

(Source: HIP 149, HIP 150, HIP 143)

This Token Transparency Filing is provided for general informational purposes only and does not verify or warrant the accuracy of individual answers.

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