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LOYAL

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LOYAL Disclosures

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LOYAL
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B1 v1.0·Filed 15 Apr 2026Complete

Contents

  1. Project & Team
  2. 01Description of Project
  3. 02Known Project Team
  4. 03DAO Structure
  5. 04Primary Foundation
  6. 05Primary Dev Co
  7. Token Supply & Allocations
  8. 06Initial Allocation
  9. 07Airdrop Process
  10. Transactions & Market Structures
  11. 08Market Maker Agreements & Deals
  12. 09CEX / DEX Agreements & Deals
  13. Financial Disclosures & Risks
  14. 10Prior Token Sales & Fundraising
  15. 11Previous Exploits Affecting the Native Token
  16. 12Material Risk Factors (Regulation, Technology, Token Economics)

Project & Team

01Description of Project

Provide a concise narrative that clearly states:

  • (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.

Response

(a) Problem the project solves

AI agents are reshaping financial workflows and becoming a new interface for payment systems, but they still lack the trust and accuracy required for sensitive data access and major operations. Loyal bridges that gap and builds agentic finance, ensuring trust with a human in the loop for every critical action. It powers standalone products, embedded integrations, and external agentic tools like Claude Code, providing access to agentic financial workflows with uncompromised control, privacy, and accuracy.

(b) Operational priorities

Loyal has a treasury with approximately 12 months of burn rate (~$60K/month operating expenses based on Q4 2025). This runway is sufficient to demonstrate early product-market fit and begin scaling the app. Revenue is expected from: (1) fees on transfers and other financial operations, (2) privacy-preserving financial operations, and (3) agentic workflow usage and advanced agentic capabilities.

(c) High-level project overview

Trusted agentic finance workflows and privacy-preserving financial operations are permissionlessly available to both Loyal app users and external agentic systems or other integrations.

  • Private Asset Management: Transfers, Storage, and Yield
  • Agentic workflows: Flexible control over agentic workflows and payment permissions, human in the loop for every critical action
  • Permissionless access: Available via native Loyal app, embedded integrations, and external agentic systems The technology combines permissionless access with secure infrastructure, where only the user and their personal agent can access the data being processed and stored. Smart accounts enable flexible configuration of agentic workflows and control which financial operations an agent is allowed to execute.

Contents

  1. Project & Team
  2. 01Description of Project
  3. 02Known Project Team
  4. 03DAO Structure
  5. 04Primary Foundation
  6. 05Primary Dev Co
  7. Token Supply & Allocations
  8. 06Initial Allocation
  9. 07Airdrop Process
  10. Transactions & Market Structures
  11. 08Market Maker Agreements & Deals
  12. 09CEX / DEX Agreements & Deals
  13. Financial Disclosures & Risks
  14. 10Prior Token Sales & Fundraising
  15. 11Previous Exploits Affecting the Native Token
  16. 12Material Risk Factors (Regulation, Technology, Token Economics)

(d) Primary token functions

loyal is an ownership token. It provides:

  • Governance rights through MetaDAO's futarchy mechanism (decision markets)
  • Legal ownership of project IP (enforced via DAO LLC structure)
  • Treasury governance rights
  • No mint authority exists (supply is fixed)

(e) Control surface reliance

The protocol's governance is conducted through MetaDAO's futarchy model, where decisions are made via prediction markets rather than traditional voting. Token holders trade on the expected outcomes of proposals, and market prices determine organizational policy. The DAO LLC structure (Marshall Islands via MIDAO) provides legal enforceability for token holder rights, including IP ownership and the ability to propose treasury liquidation. Over time, governance may evolve to incorporate additional on-chain mechanisms, but the core futarchy model and legal wrapper are expected to remain foundational.

02Known 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.

Response

Labs / DevCo

Full Name

Official Title

Prior Experience

Chris Cherniakov

CEO

Colgate University undergrad, Applied Math and Computer Science. 3 publications on AI in peer-reviewed journals. Turned down PhD route to move to San Francisco with the team and build Loyal.

Rodion Aleksandrov

COO

Physics MSc at 19. He used to work with lasers and rockets. Now he's the go-to person to onboard new users and make them fall in love with Loyal.

Vasiliy Tiselko

CTO

Deep academic background: computational neuroscience, physics, and network science (10+ peer-reviewed publications).

Vasiliy Kondyrev

CFO

Philosophy and graph theory MSc. Built crypto vertical in one of the biggest PE funds in Europe. Investor relations and the legal side of the venture. Fluent in Chinese, responsible for Asian community outreach and partnerships.

Foundation

Full Name

Official Title

Prior Experience

N/A — No separate Foundation entity exists

DAO / Onchain Governance

Full Name

Official Title

Prior Experience

Governed via MetaDAO futarchy mechanism

Note: Loyal operates as a DAO LLC (Marshall Islands) with no separate Foundation or DevCo entities. All IP and operations are consolidated under the DAO structure.

03DAO 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. Item (c) may be left absent if not applicable. 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 on-chain 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., on-chain vote threshold, board resolution of a legal wrapper).

Response

  1. IP ownership & control — LOYAL IP and brand surface are held or controlled through the project’s DAO / DAO LLC structure. This generally includes core repositories / codebases, on-chain smart contracts, trademarks / brand assets, domains, the official website, social accounts, and other project-created IP.
  2. Contract/admin powers — Governance authority is exercised through MetaDAO's decision market mechanism. Any token holder may create a proposal. To go live, holders must stake tokens on it as an anti-spam measure; staking carries no lockup and no risk of slashing. Proposals may spend USDC from the treasury, issue new tokens, update token metadata, and adjust treasury-provided liquidity. Only one proposal may be live at a time. No traditional quorum, majority, or super-majority voting threshold applies. Instead, authority is derived from market-based resolution. Upon activation, conditional PASS and FAIL markets open. Participants trade using the governance token or USDC. After a 24-hour delay, a lagging TWAP begins recording. A team-sponsored proposal passes when the PASS market TWAP exceeds the FAIL market TWAP by the applicable threshold; non-team-sponsored proposals carry a modestly higher threshold. Thresholds are set onchain and may be verified in the DAO's onchain configuration. Proposals that pass are executable on-chain without requiring additional approval. Emergency operations, such as contract pauses or urgent security responses, are not routed through the proposal market. These authorities may instead be assigned to a defensive multisig / security council or similar administrative role, where applicable. Such authority is generally limited to protective actions, such as halting interactions during an exploit, and does not include unilateral authority to modify core logic or move treasury assets except as expressly authorized by the governing contracts and legal documents.
    1. Contract/admin powers:
    2. Treasury multisig: Squads multisig at AQyyTwCKemeeMu8ZPZFxrXMbVwAYTSbBhi1w4PBrhvYE
    3. Governance: MetaDAO futarchy — proposals pass/fail based on prediction market outcomes
    4. Mint authority: MetaDAO futarchy.
  3. Locked-token rights (conditional) — No token locking or staking mechanism exists for governance participation. The filing instruction permits this section to be left absent where no locking mechanism exists; it is answered here for clarity. Governance operates through MetaDAO’s decision market mechanism. Rather than locking tokens to vote, participants trade on proposal outcomes using the governance token or USDC. A proposal passes when the market collectively signals it would increase token value; it fails when the market signals the opposite. Governance influence is proportional to capital committed, not to tokens locked. Through this mechanism, token holders can authorize treasury spend, token issuance, token metadata changes, and adjustments to treasury-provided liquidity. Emergency operations, such as contract pauses or urgent security responses, are not routed through the proposal market; those authorities are described in section 3(b).
  4. Value accrual & holder rights — LOYAL is an ownership coin. Value accrues to the token through governance authority over the DAO treasury and any protocol revenues. Proceeds compound into the treasury and are deployed pursuant to governance authorization. There is no standing automatic distribution to token holders; any distribution, buyback, or capital return requires a governance proposal to pass through MetaDAO's decision market mechanism. Token holders may raise a proposal at any time to authorize a return of capital. Governance operates through MetaDAO’s decision market mechanism. Rather than locking tokens to vote, participants trade on proposal outcomes using the governance token or USDC. A proposal passes when the market collectively signals it would increase token value; it fails when the market signals the opposite. Governance influence is proportional to capital committed, not to tokens locked. Through this mechanism, token holders can authorize treasury spend, token issuance, token metadata changes, and adjustments to treasury-provided liquidity. Market participants therefore influence protocol direction through the decision market itself, rather than through a separate lock-based voting system. Treasury sovereignty, including decisions regarding redistribution, reinvestment, or other uses of protocol surplus, remains subject to governance authorization through that mechanism.
  5. Dissolution authority — The DAO may be dissolved through a governance proposal passed via MetaDAO's decision market mechanism. No individual, team member, or external entity holds unilateral authority to wind up the DAO. A dissolution proposal follows the same proposal activation and TWAP-based resolution process as any other governance action. A successful dissolution proposal would authorize disposition of treasury assets and protocol IP as specified within the proposal.

04Primary 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.

Response

The protocol operates under a single legal entity: Loyal DAO LLC, incorporated in the Marshall Islands. No separate foundation or development company exists.

  • Entity — DAO LLC, Marshall Islands.
  • IP ownership & control — All protocol IP — including smart contracts, codebases, brand assets, and proprietary research — is owned by the DAO LLC on behalf of LOYAL token holders. No individual contributor or team member retains independent IP rights. There are no subsidiary entities.
  • Powers over DAO/treasury — The DAO LLC is legally bound by its operating agreement to respect and execute governance outcomes determined through MetaDAO’s decision market mechanism. The entity holds no discretionary authority over treasury assets; all treasury operations are governed by on-chain proposal outcomes.
  • Powers over DevCo/Foundation — Not applicable. No separate foundation or DevCo exists. The development team holds no special governance privileges and participates in governance on the same terms as any other token holder. The DAO retains full authority to direct, modify, or terminate the development team’s engagement through governance proposals.
  • Contract/admin powers — Described in section 3(b).

05Primary 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.

Response

The protocol operates under a single legal entity: Loyal DAO LLC, incorporated in the Marshall Islands. No separate foundation or development company exists.

  • Powers over DevCo/Foundation — Not applicable. No separate foundation or DevCo exists. The development team holds no special governance privileges and participates in governance on the same terms as any other token holder. The DAO retains full authority to direct, modify, or terminate the development team’s engagement through governance proposals.

Token Supply & Allocations

06Initial Allocation

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

  • (a) Launch supply totals — the total number of tokens issued at launch, the total number of tokens locked at launch, and 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 — the expected initial price per token;
  • (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);

Response

(a) Launch supply totals

  • Total supply: 20,976,923.
  • Total locked: 8,076,923

(b) Recipient categories & use of funds

  • ICO participants: 10,000,000.
  • Locked for the team and early investors: 8,076,923.
  • Liquidity: 2,000,000
  • Meteora Single Sided LP: 900,000 (pulled out and burned already)

(c) Initial price per token

$0.25

(d) Ticker / market symbol

$LOYAL

(e) Total supply & supply regime

  • Total: 20,976,923
  • Supply regime: Requires MetaDAO futarchy proposal to pass to mint more.

(f) Initial vesting / release schedules

  • Team tokens: 18-month vesting + performance metrics.
  • ICO participants: Unlocked at TGE
  • Liquidity allocations: Deployed at launch

07Airdrop 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").

Response

No airdrop.

Transactions & Market Structures

08Market 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.

Response

Market Maker Name

Token Allocation Committed

Term Duration

Structure Name

No agreements or deals with third-party market makers that include a loan or allocation of LOYAL tokens have been conducted.

09CEX / 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. If no native-token listing fees were paid, state that explicitly; cash/fiat fee amounts are not required for this item.

Response

Exchange Name

Token Allocation Committed

Term Duration

Native Token Listing Fees

No CEX listings agreements. No DEX listings agreements.

20% of the USDC raised during the ICO was allocated directly to seeding the AMM liquidity pool, ensuring immediate tradability upon launch. This liquidity allocation was defined as part of the ICO terms and is not subject to separate market-making contracts or third-party liquidity provider agreements.

Financial Disclosures & Risks

10Prior 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 / 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.")

Response

Series Name

Investment Vehicle

Date Of Sale

Number of tokens sold

Vesting Schedule

MetaDAO ICO

MetaDAO ICO

October 18, 2025

10,000,000 LOYAL

None, unlocked at TGE

Amount raised: $2,500,000 USDC

  • Minimum raise: $500,000
  • Mechanism:
    • Pro-rata allocation; deposits over 24-48 hours, allocations = (Your deposit ÷ Total deposits) × 10,000,000 LOYAL.
    • Team vesting is unlocked in five equal tranches of 20%. Each of those only becomes claimable upon protocol reaching price milestones (at 2x, 4x, 8x, 16x and 32x multiples of ICO valuation).

11Previous 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) — Link(s) to post-mortem/advisory/PR.

Response

No exploits affecting tokenholders or protocol funds as of 2026-02-09.

12Material 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?

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. Loyal is solely responsible for the content, accuracy, and legality of its disclosures.

  • 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?

  • Response

    (a) Regulatory, Legal & Tax Risks

    General Risk Factors:

    • Entity-level impact: Regulatory changes could require restructuring of the DAO LLC or impose licensing requirements for operation in certain jurisdictions.
    • Tokenholder tax treatment: Tax treatment of ownership tokens varies by jurisdiction. Tokenholders are responsible for understanding their own tax obligations.
    • Smart contracts: Treasury held in Squads multisig on Solana. Governance conducted via MetaDAO's futarchy mechanism.
    • Privacy infrastructure: Loyal relies on privacy-preserving AI inference. Technology partners include MagicBlock and nilDB for shielded operations.
    • Critical assumptions: Token utility depends on product adoption (Telegram users), revenue generation (swap fees, subscriptions), and continued development.
    • Governance over monetary policy: Via futarchy, token holders can propose changes to treasury allocation, buyback programs, and fee parameters. Examples include the executed $1.5M buyback proposal and liquidity adjustment proposal.

    Token classification. The governance token may be classified differently across jurisdictions. If any regulator determines it constitutes a security rather than a governance or utility token, the project and token holders could face registration requirements, trading restrictions, or enforcement actions. The U.S. SEC’s evolving position on governance tokens, and parallel developments in the EU (MiCA), Singapore (MAS), and other jurisdictions, create ongoing uncertainty that the project cannot resolve unilaterally.

    Entity-level regulatory risk. The project operates under a Marshall Islands DAO LLC structure. While the Marshall Islands has adopted favorable digital asset legislation, this jurisdiction may face diplomatic, banking, or regulatory pressure that creates operational friction. Regulatory changes in any jurisdiction where the development team operates, token holders reside, or users access the protocol could impose licensing requirements, restrict operations, or compel structural changes to the DAO LLC or its governing arrangements.

    MetaDAO protocol dependency. The project’s governance infrastructure is provided by MetaDAO, which is currently in beta. MetaDAO’s documentation discloses that the MetaDAO team currently retains the ability to override decision markets in extreme scenarios. Changes to MetaDAO’s protocol, terms, or operational status could affect the project’s ability to conduct governance or complete token-related actions.

    Tokenholder tax treatment. The tax treatment of ownership tokens is uncertain and varies significantly across jurisdictions. Depending on jurisdiction, taxable events may include receipt of tokens at TGE, trading or transferring tokens, participating in governance markets, or receiving any future distributions authorized by governance. Token holders are solely responsible for determining and complying with their own tax obligations. The project does not provide tax advice and makes no representations regarding tax treatment.

    Jurisdictional access. Token holders and users are responsible for ensuring their participation complies with applicable laws in their own jurisdiction. The project makes no representation that holding or trading the token is lawful in any particular jurisdiction**.**

    (b) Protocol, Technology & Security Risks

    Smart contract vulnerabilities. Logic errors or implementation flaws in the project’s on-chain programs could result in loss of funds or unintended behavior. No audit process eliminates all risk; vulnerabilities may exist that audits, internal review, or community testing fail to detect, including novel attack vectors that emerge after deployment.

    Solana runtime dependency. The project’s contracts execute on Solana. Changes to Solana’s compute limits, runtime behavior, validator set, or network stability could disrupt contract execution or proof verification. A Solana network outage or consensus failure would render on-chain governance and treasury operations temporarily inaccessible.

    MetaDAO decision market dependency. Governance, including all treasury actions and token issuance, is routed through MetaDAO’s decision market infrastructure. A bug, exploit, or operational failure in MetaDAO’s contracts could prevent proposals from being created, resolved, or executed, effectively freezing governance until the issue is resolved.

    Decision market liquidity and manipulation risk. Proposal markets rely on sufficient trading participation to produce accurate price signals. Thin liquidity in PASS or FAIL markets, particularly for smaller or less actively traded projects, could allow a single large participant to influence a TWAP outcome. MetaDAO’s lagging TWAP mechanism mitigates but does not eliminate this risk.

    AMM liquidity pool risk. A portion of ICO proceeds and tokens are deployed to an AMM liquidity pool at launch. Impermanent loss, pool imbalances, or low liquidity depth could affect the tradability of the token and the value of treasury-held liquidity positions**.**

    (c) Token Economics, Unlocks & Incentive Risks

    Performance tranche unlock pressure. Team tokens, where applicable, unlock in tranches tied to price milestones (2x, 4x, 8x, 16x, and 32x of ICO valuation). Each milestone, if reached, creates a discrete unlock event that may result in selling pressure as recipients become able to claim and liquidate tranches.

    Governance can authorize new token issuance. Mint authority over the token sits with the DAO treasury, governed by MetaDAO’s decision market mechanism. A governance proposal that passes could authorize the issuance of additional tokens, which would dilute existing holders. Token holders cannot assume the current supply is a permanent ceiling.

    Governance participation risk. Decision markets require active, capitalized participation to function as intended. If governance markets are thinly traded, due to low token holder engagement, small float, or poor market depth, proposal outcomes may reflect the preferences of a small number of participants rather than the broader holder base. Apathetic or concentrated governance could lead to outcomes that are adverse to the majority of token holders.

    Treasury concentration risk. All ICO proceeds flow into a single on-chain treasury governed by decision markets. A successful malicious proposal, a smart contract exploit targeting the treasury, or a sustained period of governance dysfunction could result in partial or total loss of treasury assets with limited recourse.

    Protocol revenue assumptions. Value accrual to the token depends on the protocol generating meaningful usage and, over time, revenue that governance allocates toward token holders. If the protocol fails to attract sustained usage, the treasury will not grow beyond ICO proceeds, and there is no mechanism guaranteeing any return to token holders other than a governance-authorized liquidation proposal**.​​​​​​​​​​​​​​​​**