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Layer3

Tools · Contribution and Compensation
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Token Transparency Filing

B2 v1.0 · Filed 19 Aug 2025Partial - 1 gap

Project and Team

01

Description of Project

A narrative description of the purpose of the project and its operation in layman's terms is provided.

Layer3 is a decentralized distribution network for onchain incentives. It enables protocols to programmatically acquire users and distribute tokens through campaigns, rewards, and reputation. Layer3 includes a multichain trade interface and integrated wallet, allowing users to earn, swap, and stake directly through the same system that drives protocol growth.

02

Disclosure of Revenue Streams

A narrative description of the Project's primary sources of revenue is provided, broken out by entity (e.g. Foundation, Labs, DAOs, or other).

Layer3 generates revenue through both B2B and B2C channels. Protocols pay Layer3 to acquire users and distribute tokens through campaign infrastructure (B2B), while users pay fees to mint credentials and transact through Layer3’s trade interface (B2C). All revenue is generated by the Layer3 Foundation.

03

Equity-Token Relationship

The Project must clearly disclose the rights, value accrual mechanisms, and distinctions between token holders and DevCo equity holders. Any value allocated specifically to equity holders (e.g., dividends, profit-sharing) must be communicated separately from value accruing to token holders.

The Layer3 token is a governance and utility token issued by the Layer3 Foundation, a non-profit Cayman Foundation. Token holders have governance rights over the trajectory of the protocol and the community treasury, exercised through staking and participation in the Protocol Council. The Layer3 Foundation is the sole recipient of protocol revenue and holds full authority over how those resources are used to support the token and its ecosystem. All protocol revenue has historically accrued to the Foundation, and the Foundation is in the process of formally pledging all protocol earnings to Foundation-controlled wallets. Layer3 XYZ, Inc., a Delaware C-Corp, is a for-profit development company that serves as a service provider to the Foundation. Token ownership does not result in equity ownership in Layer3 XYZ, Inc. Layer3 XYZ does not control protocol governance, does not hold protocol revenue, and is not a recipient of protocol cash flows. There are no present or future plans to return protocol cash flow to equity holders through dividends, profit-sharing, or repurchases. Layer3 XYZ, Inc. also owns a majority interest in Astro XYZ, LLC (dba Lootbase).

04

Disclosure of Advisory Billings to the Foundation

If core team members are compensated by any Tokens allocated to the Foundation through advisory services or similar agreements, or by any other payment method (i.e. fiat), these payments must be disclosed. Note, foundation team members known and exclusively compensated by the Foundation are excluded.

All core team members are employed by Layer3 XYZ, Inc., a Delaware C-Corp. The Layer3 Foundation, a Cayman Foundation, provides quarterly payments in stablecoins or fiat to Layer3 XYZ, Inc. to cover operating expenses and contributor compensation.

05

Known Project Team

The identities of key team members (e.g., founders, CEO, CTO, COO of Labs, President of Foundation, etc.) are publicly disclosed.

The identities of Layer3’s co-founders and leadership team are publicly disclosed. Dariya Khojasteh and Brandon Kumar are visible on LinkedIn and X. Other key team members are publicly known through Layer3’s official announcements, social channels, and blog content.

Token Supply and Allocation

06

Governance & Token Documentation Provided

The Project must provide publicly accessible documentation covering the Token's governance rights, rights to value accrual, any additional utility, and the mechanism by which token governance is implemented (e.g. an insider multi-sig).

Token’s governance rights can be found here: https://docs.layer3foundation.org/governance Rights to value accrual and additional utility can be found here: https://docs.layer3foundation.org/tokenomics Mechanism by which governance is implemented can be found here: https://docs.layer3foundation.org/governance

07

Initial Allocation

Disclosed information explaining the launch and initial supply that includes: the total number of tokens issued, the category of the recipient (team, investor, foundation, community), the total supply of the token and if it is capped, and the initial vesting schedule.

The total capped supply of the L3 token is 3,333,333,333. The token launched in July 2025 with the following initial allocation: Community: 51% (1.69B L3), unlocked over four years: 40% in Year 1, 30% in Year 2, 20% in Year 3, and 10% in Year 4. Core Contributors: 25.3% (843M L3), subject to a four-year lockup with a one-year cliff, followed by 33% annual unlocks distributed monthly over the remaining three years. Investors: 23.2% (773M L3), on the same vesting schedule as core contributors. Advisors: 0.5% (16M L3), also on the same schedule as contributors and investors. The initial circulating supply at TGE included 250M L3 (approximately 7.5% of total supply), distributed via Airdrop 1 and 2 to early users and community participants. All other allocations remain locked and vest according to their respective schedules. Additional token details, including contract addresses across chains, are available in theFoundation’s public documentation: https://docs.layer3foundation.org/tokenomics

08

Vesting Insider Tokens

All Insider Token allocations (team, investor, foundation) must be transparent, per the disclosed Initial Allocation. If vesting occurs at a custodian, clearly disclose the employee categories and associated vesting schedules clearly in your documentation.

All insider token allocations, including those to the team, investors, and the Foundation, are custodied with Anchorage. Vesting and unlock schedules are managed byLiquiFi and are fully reflected in the public tokenomics documentation: https://docs.layer3foundation.org/tokenomics Core contributors are allocated 25.3% of the total supply, or 843 million L3 tokens. All tokens allocated to core contributors are subject to a 4-year lockup. During the first year, no tokens will be unlocked. Starting in the second year, 33% of the tokens will unlock annually, distributed monthly, with the final tranche unlocking at the end of year four. These tokens are held at Anchorage and managed via LiquiFi. Less than 0.5% of FDV has been issued to post-TGE employees, all on the same vesting and unlock schedule as pre-TGE contributors, with the vesting start date aligned to the beginning of their employment.

09

Labelled Unissued Token Wallets

Addresses that hold any Unissued Tokens (e.g. foundation, future contributors, treasury) must be publicly labelled (address listed in docs) and be held in distinct wallets. This includes the foundation allocation. The party (e.g. team, foundation, DAO) that controls the funds must also be disclosed.

All unissued tokens held by the Foundation are custodied in publicly labeled wallets managed via Anchorage or a Foundation-controlled multisig. These wallets are separated by allocation type (team, investor, treasury) and are not commingled. The Layer3 Foundation controls all of the following wallets: Team Token Wallets (Anchorage custody): 0x2eA15816cB6e23d8d06FEaE5d08251FbB8643F59 0xbC6e8e247ccbA2FbEc21f687a1B8F8765DCe5B3b 0xa83DcC28C20E23D7643d5a365b5987588CC7c95a Investor Token Wallets (Anchorage custody): 0xb0Ae0bBFf317c43101A1F412885e15b1FB34B935 0x607221d031DEC5B11B9E8c52032091e74ca3BdFd 0xE32E7837BdFaD6A7e178086629022CF0b871f7C8 Treasury Wallets (Anchorage custody): 0x097Af5F2CC49C9CC50aE8ef0B1C3A5Ee217e39A1 0x1daB0953E4D901679a072462BC4D972729B720E3 0x49b7590cBC5DD31CC6B42623AaD40eC6B23C6435 0x7901c007C3BB50aDCF58496040523dE752c3a961 0x25f4EDC2FFC90e6eF976AB771CEc07A23FAFb422 Treasury Wallet (Foundation multisig): 0x080cEf5db74741f4fF574e6715eB3A2EF9680828 All wallet addresses are documented and managed in accordance with Foundation oversight and operational security standards.

10

Airdrop Process

The project must disclose all airdrop eligibility criteria clearly and provide a full CSV list of recipients, including addresses and amount received.

Layer3 conducted its initial airdrop in July 2024. The full CSV list ofrecipients, including wallet addresses and token amounts, can be found here: https://docs.layer3foundation.org/audits The distribution was allocated to community members based on a combination of historical and current activity across the Layer3 ecosystem. Eligibility factors included the number of CUBE credentials minted, levels and quests completed, consistent participation and achievements, daily GM interactions, and bridge and swap volume. To qualify for the early user and Season 1 distribution, users needed to have minted at least 50 CUBE credentials by May 10, 2024, ensuring recent and active involvement. To qualify for the Season 2 distribution, users were required to mint the soulbound Trident NFT by July 22, 2024.

11

Locked Staking Reward to Insiders

Disclose information on insiders (Team, Investors, Foundation, Advisors) tokens that are locked and can earn rewards.

No unvested or locked tokens are held by recipients. These tokens remain custodied in Foundation-owned Anchorage accounts, and there is no mechanism by which they can be staked to earn rewards.

12

Future Token Issuance

The project commits that any future token issuance (e.g., minting or emissions outside scheduled vesting) will be publicly disclosed and justified on an official platform (e.g., governance forum, blog, or docs).

The L3 token contract has a fixed supply (3,333,333,333 L3), which is verifiable onchain. The project further commits that any future token issuance or changes to supply mechanics will be publicly disclosed and justified through an official channel such as the governance forum, blog, or documentation.

13

Future & Related Token Launches

The team discloses all tokens launched by its key team members in the past and explicitly lays out its philosophy around launching new tokens, related to the project or otherwise. (e.g. "We do not plan to launch additional tokens" or "Any additional tokens will be given 1:1 to existing token holders who can then vote on proposals submitted by the management team.")

There have been no other tokens issued by Layer3 core team members in the past. Layer3 represents that it has no plans to launch another token and commits to publicly disclosing any change in strategy should that ever occur.

Transactions & Market Structure

14

Insider & Related Person Transactions

The project commits to disclosing any material Related Party & Insider Transaction within 30 days and includes: The nature of the transaction, the Related Person, the basis on which the person is a Related Person, and the number of tokens involved in the transaction. This includes tokens issued by the foundation.

The project commits to disclosing related party transactions within 30 days.

15

Prior Token Sales & Fundraising

Disclosed information of previous fundraising rounds, material OTC rounds to investors, or discounted market maker sales involving the Project and its Token that includes: the date of sale, number of tokens sold, and the vesting schedule of these tokens. The Project commits to disclosing any material OTC deal involving token sales and purchases by the foundation within 30 days.

Layer3 raised a $2.5M seed round in 2021 at a $27M fully diluted valuation. These investors have a 3-year unlock schedule beginning on July 30, 2025. In 2022, Layer3 raised a $3.7M seed extension at a $100M fully diluted valuation, with the same 3-year unlock schedule beginning on July 30, 2025. The Series A raised $15.3M at a $140M fully diluted valuation, also with a 3-year unlock beginning on July 30, 2025. Layer3 also conducted a private sale that raised $7.7M between Q4 2024 and Q1 2025 at a blended $200M fully diluted valuation. These investors have a 1-year unlock.

16

Transparent Market Maker Deals & Exchange Listings

Projects must disclose key details of market making and centralized exchange agreements affecting token liquidity, including: names of all market makers & centralized exchanges involved, the token allocation for each (as % of total supply), and the duration of each agreement.

The Layer3 Foundation has made token loans to two firms that provide centralized exchange liquidity, Amber and Lo: Tech. Total loans outstanding amount to 33 million tokens. Liquidity is provided across multiple exchanges, including Coinbase, Bybit, Bitget, Gate, KuCoin, MEXC, among others. The agreements are each 12 months in length. Strict monitoring by a third-party specialist (Coinwatch) is in place to verify the use of loaned tokens, including idle balances. The Foundation commits to publicly disclosing any changes to these arrangements, including counterparties, amounts, or terms, as they occur.

Financial Disclosure

17

Disclosure of Assets and Cash Flow

The Project commits to providing updates to token holders on a quarterly basis via forum posts, live dashboards, or reports that cover core project KPIs, changes to Token supply or allocations, and disclosure of top line revenue and expenses. The Project may engage third-party contractors to prepare and deliver these updates.

Layer3 commits to providing quarterly updates to token holders through a combination of public dashboards, governance forums, and blog posts. These updates will include core project KPIs, changes to token supply or allocations, and disclosures of top-line revenue.

18

Public Token Holder Relations Reports

The foundation's assets or working capital are held onchain and publicly labelled, providing the ability to track asset holdings, revenue, and expenses. Or, the foundation publishes a quarterly, publicly available financial report of its assets, working capital, revenue and expenses.

Layer3 reports protocol revenue via its public Dune dashboard (https://dune.com/l3/layer-3-overview). All Foundation-controlled wallets and assets are publicly labeled and disclosed (refer to the response in 2D). Layer3 also commits to providing regular token holder reports, including asset holdings and other financial information (refer to the response in 2A).

This Token Transparency Filing is provided for general informational purposes only. Blockworks reviews completeness only and does not verify or warrant the accuracy of individual answers. Layer3 is solely responsible for the content, accuracy, and legality of its disclosures.

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