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OASYS
Revolutionary layer-1 blockchain optimized for gaming
Crypto Gaming AAPI Founders Business Model Blockchain
Facebook Telegram Twitter LinkedIn
$878,000
Committed
415
Investors
4 days
Left to invest
Invest in Oasys
$1,000 minimum investment · Deal terms · Form CRS
Pitch Updates
Invest Invest in Oasys
Pitch Deal terms Documents Team Press Risks Updates FAQ
Facebook Telegram Twitter LinkedIn
Problem Solution Platform Token Governance Market Competition Vision and
strategy Funding Summary Disclaimers
About Team Press FAQ Risks
DOCUMENTS
Capital R (OpenDeal Broker LLC, CRD #297797) is hosting this Reg S securities
offering by Oasys Pte. Ltd..
Company documents
Simple Agreement for Future Token Oasys PPM (Reg S).pdf Investment Fee
Details.png Form CRS.pdf Disclosures & Disclaimers.pdf Additional Risk
Disclosures.pdf
Nov 29
2022
Launched 🚀
HIGHLIGHTS
--------------------------------------------------------------------------------
Shortly after this Offering, the Issuer may seek listing of the OAS Tokens on
public exchanges. The OAS Tokens may trade at lower prices on those public
exchanges than the prices Contributors acquired them in this Offering, and
Contributors would be unable to sell their OAS Tokens during the lockup and
vesting periods.
* A double-layered, EVM-compatible public blockchain optimized for gaming
* Games will operate on Layer 2, with instant transactions & zero gas fees
* Blockchain Heroes: #1 web3 game for 1.5 years
* Working on web3 projects with SEGA, Bandai Namco, Square Enix
* 10 games to be released by Dec 2022 with 40+ more expressing interest
* Sophisticated multi-token ecosystem tailored to the blockchain gaming
This is an offering for the right to certain defined digital assets offered and
issued by Oasys Pte. Ltd. It is not an offering for a share, membership or
partnership interest in Oasys Pte. Ltd. or any of its affiliates.
Deals involving crypto and/or digital assets such as NFTs are extremely
speculative and present additional risks. Investor sophistication and enhanced
independent reviews are highly recommended.
There may be other available opportunities that are similar to this investment
but have different attributes, characteristics, cost factors, and fees.
Affiliates of Republic have a financial Interest in the issuer. Republic is the
parent company of OpenDeal Broker LLC.
This is a new entity and has neither generated revenue, nor has it… Read more
This is an offering for the right to certain defined digital assets offered and
issued by Oasys Pte. Ltd. It is not an offering for a share, membership or
partnership interest in Oasys Pte. Ltd. or any of its affiliates.
Deals involving crypto and/or digital assets such as NFTs are extremely
speculative and present additional risks. Investor sophistication and enhanced
independent reviews are highly recommended.
There may be other available opportunities that are similar to this investment
but have different attributes, characteristics, cost factors, and fees.
Affiliates of Republic have a financial Interest in the issuer. Republic is the
parent company of OpenDeal Broker LLC.
This is a new entity and has neither generated revenue, nor has it had any
significant operating history.
Disclosures & Disclaimers
PROBLEM
--------------------------------------------------------------------------------
BLOCKCHAIN GAMING IS THE GATEWAY TO MASS ADOPTION, BUT IT NEEDS A BLOCKCHAIN
TAILORED FOR IT
DeFi dramatically increased awareness and expanded the market in 2020, as did
NFTs in 2021. Thanks to the market's growth in the years prior, many blockchain
games have since been developed. However, blockchain games utilise different
blockchain capabilities than DeFi dApps or NFT collections. To be suitable for
blockchain gaming, a blockchain needs to be optimized to deliver a great gaming
experience. How so? It has to be sustainable and provide zero gas fees, all
while offering the highest speeds possible.
IMPROVING CUSTOMER EXPERIENCE WILL PRIME WEB3 FOR BLOCKCHAIN GAMING
As a result of decentralization, many Web3 products today provide poor… Read
more
BLOCKCHAIN GAMING IS THE GATEWAY TO MASS ADOPTION, BUT IT NEEDS A BLOCKCHAIN
TAILORED FOR IT
DeFi dramatically increased awareness and expanded the market in 2020, as did
NFTs in 2021. Thanks to the market's growth in the years prior, many blockchain
games have since been developed. However, blockchain games utilise different
blockchain capabilities than DeFi dApps or NFT collections. To be suitable for
blockchain gaming, a blockchain needs to be optimized to deliver a great gaming
experience. How so? It has to be sustainable and provide zero gas fees, all
while offering the highest speeds possible.
IMPROVING CUSTOMER EXPERIENCE WILL PRIME WEB3 FOR BLOCKCHAIN GAMING
As a result of decentralization, many Web3 products today provide poor customer
experience due to high gas fees and slower processing speeds compared to Web2
products.
If the following issues can be resolved, we can expect an exodus of web2 users
migrating from centralized products to decentralized solutions in the Web3
space.
User pain points
Developer pain points
IP holder pains points
• High gas fees
• Slow transactions and frequent congestions
• Low quality game contents or scams/rug-pulls
• Lack of knowledge in building blockchain games
• Ecosystem insufficiently developed for collaborations
• Insufficient funding
• Centralized environment and system
Based on research conducted by the issuer
SOLUTION
--------------------------------------------------------------------------------
LOWERING ENTRY BARRIERS INTO THE BLOCKCHAIN GAMING SPACE…
BY BUILDING A SOLUTION FOR ALL GAME PUBLISHERS SUCH AS OURSELVES
Oasys is a multi-layered, EVM-compatible, PoS public blockchain that solves game
developers’ struggles with other blockchains. This enables them, in turn, to
improve user experience.
* The Layer 1 of Oasys, the Hub-Layer, will operate as an "EVM Sidechain for
Gaming" public blockchain, and focus on recording data for the Rollup and
FT/NFT Bridge.
* The Verse-Layer, the flexible Layer 2 of Oasys' blockchain, will host
configurable Verses that perform dApp execution and provide seamless web3 UX.
* A multi-token economy provides token design flexibility for Verse Builders
and game developers, allowing for a diversity of content and
… Read more
LOWERING ENTRY BARRIERS INTO THE BLOCKCHAIN GAMING SPACE…
BY BUILDING A SOLUTION FOR ALL GAME PUBLISHERS SUCH AS OURSELVES
Oasys is a multi-layered, EVM-compatible, PoS public blockchain that solves game
developers’ struggles with other blockchains. This enables them, in turn, to
improve user experience.
* The Layer 1 of Oasys, the Hub-Layer, will operate as an "EVM Sidechain for
Gaming" public blockchain, and focus on recording data for the Rollup and
FT/NFT Bridge.
* The Verse-Layer, the flexible Layer 2 of Oasys' blockchain, will host
configurable Verses that perform dApp execution and provide seamless web3 UX.
* A multi-token economy provides token design flexibility for Verse Builders
and game developers, allowing for a diversity of content and businesses
across Verses and multiple game genres. (see Platform section)
INITIAL VALIDATORS
Oasys is launching with 21 validators from a pool of the world's leading game
developers and blockchain technology companies. After the launch of Oasys'
mainnet, we plan to allow more than 21 companies to become validators.
PLATFORM
--------------------------------------------------------------------------------
TWO LAYERS OPERATING A MULTI-TOKEN MODEL
AN ECONOMY SET FOR ULTIMATE FLEXIBILITY IN DEVELOPMENT
In a single-token economy, the allocation and total number of tokens issued are
initially determined, making it difficult to gradually onboard new Verse and
dApps onto the ecosystem. Moreover, the utility of such tokens would need to be
infinitely complex from the start in oder to account for all possible activities
in Verses, games, and dApps. Therefore, to maintain a sustainable, public,
decentralized network, Oasys created a multi-token economy that incentivizes all
network participants:
* The native Oasys tokens (OAS) support the infrastructure of the Oasys
ecosystem
* Verse Tokens are used to build an internal economy of each Verse
* Game Tokens and
… Read more
TWO LAYERS OPERATING A MULTI-TOKEN MODEL
AN ECONOMY SET FOR ULTIMATE FLEXIBILITY IN DEVELOPMENT
In a single-token economy, the allocation and total number of tokens issued are
initially determined, making it difficult to gradually onboard new Verse and
dApps onto the ecosystem. Moreover, the utility of such tokens would need to be
infinitely complex from the start in oder to account for all possible activities
in Verses, games, and dApps. Therefore, to maintain a sustainable, public,
decentralized network, Oasys created a multi-token economy that incentivizes all
network participants:
* The native Oasys tokens (OAS) support the infrastructure of the Oasys
ecosystem
* Verse Tokens are used to build an internal economy of each Verse
* Game Tokens and dApps Tokens are issued and managed by developers, so that
their tokenomics can be designed optimally for each game or dApp
HUB-LAYER: HIGH DATA AVAILABILITY, HIGH SCALABILITY, HIGH NETWORK STABILITY
The Hub-Layer specializes in storing and exchanging data securely and in a
stable manner. The layer maintains high data availability as all transaction
data on the Verse-Layer (Layer 2) is reflected on the Hub-Layer.
With the same level of network stability as Ethereum (15 sec/block), the
Hub-Layer has enough resilience to operate with thousands of Verse-Layers
connected.
Since the Hub-Layer is restricted to limited uses such as rolling up batches of
transactions, NFT and token management, deploying contracts approved by
governance, managing bridge information, etc., Oasys' scalability remains
unaffected by any increase of Verse-Layer transactions.
VERSE-LAYER: HIGH-SPEED ROLLUPS, INSTANT TRANSACTIONS, ZERO GAS FEES
The Verse-Layer hosts multiple Verses, built and managed by the Verse Builders.
Each Verse can be customized to be permissioned, semi-permissioned or
permission-less, with various restrictions on dApps deployed.
Oasys' platform schematic
While there are several Layer 2 solutions, the only implementation we currently
support is Optimism. Oasys' Optimistic rollups establish trust through two
mechanics: the Verse Builders and the Verifiers.
* A Verse Builder takes care of node operations, configures what smart
contracts can be deployed, and what transactions can be gasless. Through
their authority, the Verse Builders can reduce scam projects and encourage
high quality dApps by allowing them to confidently invite a wide variety of
users into their Verse Layer.
* Appointed Verifiers are incentivized by the Verse Builders and ensure that
the network is fraud-proof.
HIGHLY FLEXIBLE TOKEN DESIGN
Oasys' unique layer structure allows three types of token designs for Fungible
Tokens (FT) and Non-Fungible Tokens (NFT):
* Restrictive-Use Tokens (vFT/vNFT) can be minted on the Verse-Layer and used
within certain Verse-Layers. This type of FTs (e.g. in-game currency) and
NFTs (e.g. IP) cannot be cross-chain bridged.
* Highly Interoperable Tokens (oFT/oNFT) are minted on the Hub-Layer and
available on all Verse-Layers. It may also be sent to another network such as
Ethereum via a cross-chain bridge.
* External Network Tokens (exFT/exNFT) are minted on any other blockchain and
are available on Oasys' Hub-Layer and Verse-Layer via cross-chain bridges.
HIGH SECURITY СROSS-CHAIN BRIDGES
Oasys enables secure bridging between Hub-Layer and Verse-Layer, as well as
between Verse-Layers without the intervention of a centralized third-party
bridge operator.
For NFT transfers between Verses, Oasys provides the genuine bridge that uses
the Lock & Mint method.
TOKEN
--------------------------------------------------------------------------------
NATIVE PLATFORM TOKEN TO UNDERPIN THE OASYS ECOSYSTEM
Oasys’ native token is the OAS token, and the total supply at launch is 10B.
After six years following Oasys' mainnet launch, the additional supply of
staking rewards will be determined through decentralized governance by OAS
tokens.
OAS Token Utilities
OAS tokens currently have five uses:
1. Gas Fees – Due to the architecture of Oasys, the Verse-Layer pays gas fees
for rolling up transactions from a Verse-Layer to the Hub-Layer, when using
a Bridge contract, or when running a contract on the Hub-Layer.
2. Verse Building Deposits – To build a Verse, a deposit of more than 1M OAS is
required. This enables the ecosystem to be soundly expanded to prevent the
sprawl of scammy Verses and to ensure
… Read more
NATIVE PLATFORM TOKEN TO UNDERPIN THE OASYS ECOSYSTEM
Oasys’ native token is the OAS token, and the total supply at launch is 10B.
After six years following Oasys' mainnet launch, the additional supply of
staking rewards will be determined through decentralized governance by OAS
tokens.
OAS Token Utilities
OAS tokens currently have five uses:
1. Gas Fees – Due to the architecture of Oasys, the Verse-Layer pays gas fees
for rolling up transactions from a Verse-Layer to the Hub-Layer, when using
a Bridge contract, or when running a contract on the Hub-Layer.
2. Verse Building Deposits – To build a Verse, a deposit of more than 1M OAS is
required. This enables the ecosystem to be soundly expanded to prevent the
sprawl of scammy Verses and to ensure long-term commitment from Verse
Builders.
3. Decentralized Governance – OAS token holders can participate in Oasys’
decision-making through decentralized governance. Proposals can include
changes in inflation rates through staking, treasury uses, choosing the
contract to build on the Hub-Layer, etc.
4. Staking Rewards – Staking with OAS tokens allows you to receive staking
rewards. To become a validator, one needs to stake 10M OAS or more.
5. Payment – OAS tokens can be used to purchase NFTs and other products within
the Oasys ecosystem as well as outside of it.
OAS INITIAL ALLOCATION
The total initial supply of 10B OAS tokens will be distributed according to the
following allocations.
TOKEN SUPPLY CURVE
OAS' circulating supply features a well-balanced design that considers Oasys'
long-term growth and sustainability. The following chart illustrates the amount
of OAS in circulation over time with a breakdown by stakeholders.
Chart illustrates projection and not actual, current token supply. Issuer's
projections are for informational purposes only and not guaranteed
GOVERNANCE
--------------------------------------------------------------------------------
GOVERNANCE STRUCTURE FOR FUTURE-PROOF DECENTRALIZATION
Oasys employs a community-driven, on-chain governance through an indirect
democratic approach that combines decision-making through a referendum and a
council. This mechanism provides the legitimacy of decision-making while
maintaining decentralization.
Oasys’ governance is designed with three decision-making bodies:
1. Holders of OAS tokens can participate in decentralized governance. There are
two ways to participate: submitting a proposal and voting.
2. The Council is composed of members elected and delegated by the community to
submit council proposals, and approve public as well as technical proposals.
3. The Technical Committee comprises of members who developed Oasys and is
responsible for
… Read more
GOVERNANCE STRUCTURE FOR FUTURE-PROOF DECENTRALIZATION
Oasys employs a community-driven, on-chain governance through an indirect
democratic approach that combines decision-making through a referendum and a
council. This mechanism provides the legitimacy of decision-making while
maintaining decentralization.
Oasys’ governance is designed with three decision-making bodies:
1. Holders of OAS tokens can participate in decentralized governance. There are
two ways to participate: submitting a proposal and voting.
2. The Council is composed of members elected and delegated by the community to
submit council proposals, and approve public as well as technical proposals.
3. The Technical Committee comprises of members who developed Oasys and is
responsible for fixing bugs following the technical proposal.
GOVERNANCE PROCESS
To submit a proposal to the forum, one has to stake OAS tokens. Once approved by
holders and the council, the proposal will be quickly incorporated into the
development schedule.
Council proposals only need to be approved by the token holders to be
implemented.
Emergency proposals are for emergency patching in case of bugs or defects.
MARKET
--------------------------------------------------------------------------------
THE RIGHT TIME FOR OASYS
The era of the multiverse, Layer 2 technology, the NFT boom, and many other
factors have come together at the right time for Oasys.
* The global Web 3.0 blockchain market was $1.36B in 2021, and is expected to
grow at a CAGR of 44.9% from 2022 to 2023.
* In 2021, total transaction volume of the top 10 NFT marketplaces climbed to
$23.9B and that of blockchain games — to over $1B.
* The global games market is expected to grow at a CAGR of +7.2%, reaching
$204B by the end of 2023. This is supported by a steady growth of the gamer
population, which is set to surpass the 3B mark by the same year.
In the lifecycle of any blockchain gaming project, there are essentially four
stages. The global blockchain gaming industry, on average,… Read more
THE RIGHT TIME FOR OASYS
The era of the multiverse, Layer 2 technology, the NFT boom, and many other
factors have come together at the right time for Oasys.
* The global Web 3.0 blockchain market was $1.36B in 2021, and is expected to
grow at a CAGR of 44.9% from 2022 to 2023.
* In 2021, total transaction volume of the top 10 NFT marketplaces climbed to
$23.9B and that of blockchain games — to over $1B.
* The global games market is expected to grow at a CAGR of +7.2%, reaching
$204B by the end of 2023. This is supported by a steady growth of the gamer
population, which is set to surpass the 3B mark by the same year.
In the lifecycle of any blockchain gaming project, there are essentially four
stages. The global blockchain gaming industry, on average, is currently
somewhere in Phase 3. Oasys' technology aims to seamlessly bridge the transition
from Phase 3 to Phase 4, bringing mass adoption of blockchain gaming, which is
already expected to happen in the next 5 years, even closer.
Issuer's projections are for informational purposes only and not guaranteed
COMPETITION
--------------------------------------------------------------------------------
OASYS' BLOCKCHAIN IS TAILORED FOR BLOCKCHAIN GAMING
For DeFi activities, blockchain decentralization and data availability are
prioritized, while network stability and transaction speeds are less important.
To facilitate mass adoption of blockchain game and accommodate the large amounts
of gaming-related activities, the technology needs to be extremely user-friendly
with transaction speeds as fast as an off-chain server and with zero gas fees —
so users will feel like they’re not on a blockchain network.
To our knowledge, existing solutions do not yet present those features. Similar
competitors in the space may offer higher gas fees and slower transaction fees.
We believe we have advantages over our competitors by offering instant
transaction… Read more
OASYS' BLOCKCHAIN IS TAILORED FOR BLOCKCHAIN GAMING
For DeFi activities, blockchain decentralization and data availability are
prioritized, while network stability and transaction speeds are less important.
To facilitate mass adoption of blockchain game and accommodate the large amounts
of gaming-related activities, the technology needs to be extremely user-friendly
with transaction speeds as fast as an off-chain server and with zero gas fees —
so users will feel like they’re not on a blockchain network.
To our knowledge, existing solutions do not yet present those features. Similar
competitors in the space may offer higher gas fees and slower transaction fees.
We believe we have advantages over our competitors by offering instant
transaction fees and no gas fees, thereby being more reliable as a blockchain
for gaming.
VISION AND STRATEGY
--------------------------------------------------------------------------------
RELIABLE ONBOARDING CAPABILITY BACKED BY RELEVANT EXPERIENCE
* We've been developing blockchain games since 2018
* MyCryptoHeroes — one of the earliest Play-to-earn games — ranked #1 for 18
consecutive months
* 10+ game titles to be released by Dec 2022
* 40+ projects showed interest in launching on Oasys chain
* We’re already working on web3 gaming projects with prominent Web2 players
such as as SEGA, Bandai Namco, and Square Enix
* We have collaborated with Korea's Big-5 developers, with more and more
Japanese developers also joining the Oasys ecosystem
FUNDING
--------------------------------------------------------------------------------
LAST ROUND INVESTORS
SUMMARY
--------------------------------------------------------------------------------
4 ELEMENTS OF WHY OASYS
* Track record – Some of Oasys' core members have been developing blockchain
games since 2018, and recorded the world No.1 position in sales and number of
active users for 1.5 years.
* Infrastructure solution – With our 4 years of blockchain operational
experience, we've developed Oasys to lower the barriers to entry into the
blockchain gaming space both for users and developers.
* Onboarding capability – We partner with gaming giants and IP holders to
develop a lively and scalable ecosystem.
* Timing – Blockchain gaming is critical to mass blockchain adoption and we are
to make it happen
DISCLAIMERS
--------------------------------------------------------------------------------
Risks of early stage investment. Not an offer to buy or sell securities. This is
a long-term speculative illiquid investment. Investment is not FDIC or SiPC
insured.
Certain information set forth in this presentation contains “forward-looking
information”, including “future-oriented financial information” and “financial
outlook”, under applicable securities laws (collectively referred to herein as
forward-looking statements). Except for statements of historical fact, the
information contained herein constitutes forward-looking statements and
includes, but is not limited to, the (i) projected financial performance of the
Company; (ii) completion of, and the use of proceeds from, the sale of the
shares being offered hereunder; (iii) the… Read more
Risks of early stage investment. Not an offer to buy or sell securities. This is
a long-term speculative illiquid investment. Investment is not FDIC or SiPC
insured.
Certain information set forth in this presentation contains “forward-looking
information”, including “future-oriented financial information” and “financial
outlook”, under applicable securities laws (collectively referred to herein as
forward-looking statements). Except for statements of historical fact, the
information contained herein constitutes forward-looking statements and
includes, but is not limited to, the (i) projected financial performance of the
Company; (ii) completion of, and the use of proceeds from, the sale of the
shares being offered hereunder; (iii) the expected development of the Company’s
business, projects, and joint ventures; (iv) execution of the Company’s vision
and growth strategy, including with respect to future M&A activity and global
growth; (v) sources and availability of third-party financing for the Company’s
projects; (vi) completion of the Company’s projects that are currently underway,
in development or otherwise under consideration; (vi) renewal of the Company’s
current customer, supplier and other material agreements; and (vii) future
liquidity, working capital, and capital requirements. Forward-looking statements
are provided to allow potential investors the opportunity to understand
management’s beliefs and opinions in respect of the future so that they may use
such beliefs and opinions as one factor in evaluating an investment.
These statements are not guarantees of future performance and undue reliance
should not be placed on them. Such forward-looking statements necessarily
involve known and unknown risks and uncertainties, which may cause actual
performance and financial results in future periods to differ materially from
any projections of future performance or result expressed or implied by such
forward-looking statements.
Although forward-looking statements contained in this presentation are based
upon what management of the Company believes are reasonable assumptions, there
can be no assurance that forward-looking statements will prove to be accurate,
as actual results and future events could differ materially from those
anticipated in such statements. The Company undertakes no obligation to update
forward-looking statements if circumstances or management’s estimates or
opinions should change except as required by applicable securities laws. The
reader is cautioned not to place undue reliance on forward-looking statements.
This notice should not be construed as an offering of securities or as
investment advice or any recommendation as to an investment or other strategy by
OpenDeal Broker LLC dba the Capital R (“ODB”) or Republic Crypto LLC d/b/a
Republic Advisory Services (“Republic Advisory Services”) or any of their
affiliates. OpenDeal Broker LLC is compensated in cash commission and tokens
issued by Oasys. Oasys will pay OpenDeal Broker LLC a 6% cash commission and 2%
of the dollar value issued in securities/tokens for this offering.
This offering is in tokens issued by Oasys Pte. Ltd.
Affiliates of OpenDeal Broker LLC have financial interests in this offering, or
in the offering’s sponsors, and may have invested at more favorable terms
including the price and lock-up terms.
This is a speculative, risky investment and may be illiquid or pricing may
substantially fluctuate in value. You may lose money.
Republic Advisory Services has advised the Issuer regarding tokenization and
receives cash and tokens as compensation. Neither OpenDeal Broker LLC nor
Republic Advisory Services nor any of their affiliates has independently
verified any of the information provided or makes any assurances as to the
completeness, accuracy or reliability of any such information provided by Oasys
or its affiliated companies. This web page may contain external links to
third-party content (content hosted on sites unaffiliated with OpenDeal Broker
LLC or Republic Advisory Services), and neither OpenDeal Broker LLC nor Republic
Advisory Services nor any of their affiliates makes any representations
whatsoever regarding any third-party content/sites that may be accessible
directly or indirectly from this post. Linking to any such third-party sites in
no way implies or constitutes an endorsement or affiliation of any kind between
OpenDeal Broker LLC or Republic Advisory Services (or any of its affiliates) and
any third-party. OpenDeal Broker LLC and Republic Advisory Services are
subsidiaries within a family of companies owned by OpenDeal Inc. (together
sometimes referred to as “Republic”). Republic and its affiliates do not provide
tax, accounting or legal advice — all recipients are advised to consult with
their own advisor.
All broker-dealer related securities activity is conducted by OpenDeal Broker
LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered
broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th
Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck.
Investments in private companies are particularly risky and may result in total
loss of invested capital. Past performance of a security or a company does not
guarantee future results or returns. Only investors who understand the risks of
early stage investment and who meet the Republic's investment criteria may
invest. Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC
verify information provided by companies on this Site and makes no assurance as
to the completeness or accuracy of any such information. Additional information
about companies fundraising on the Site can be found by searching the EDGAR
database, or the offering documentation located on the Site when the offering
does not require an EDGAR filing.
https://www.finra.org/#/
https://www.sipc.org/
$
Invest in Oasys
🔥 4 days left to invest
DEAL TERMS
--------------------------------------------------------------------------------
Only non-U.S. investors. Securities are not being offered in the United States
or to U.S. persons.
Minimum investment
$100
The smallest investment amount that Oasys is accepting.
Learn more
Maximum investment
$10,000
The largest investment amount that Oasys is accepting.
Learn more
Funding goal
$0.01 – $850K
Oasys needs to raise $0.01 before the deadline. The maximum amount Oasys is
willing to raise is $0.01 – $850K.
Learn more
Deadline
December 4, 2022
Oasys needs to reach their minimum funding goal before the deadline (December 4,
2022 at 11:00 PM GMT). If they don’t, all investments will be refunded.
Learn more
Type of security
Simple Agreement For Future Token
Price per token
$0.035
Price range of various token options offered.
Learn more
How it works
DOCUMENTS
Capital R (OpenDeal Broker LLC, CRD #297797) is hosting this Reg S securities
offering by Oasys Pte. Ltd..
Company documents
Simple Agreement for Future Token Oasys PPM (Reg S).pdf Investment Fee
Details.png Form CRS.pdf Disclosures & Disclaimers.pdf Additional Risk
Disclosures.pdf
ABOUT OASYS
Legal Name
Oasys Pte. Ltd.
Founded
Jan 2016
Form
Singapore Other
Employees
10
Website
oasys.games
Social Media
Headquarters
18 Robinson Road #20-02 , Singapore, Singapore
Headquarters
18 Robinson Road, #20-02, Singapore, Singapore, Singapore 048547
OASYS TEAM
EVERYONE HELPING BUILD OASYS, NOT LIMITED TO EMPLOYEES
Naohito Tamaya
Executive Supervisor
Founder of double jump.tokyo / ex-CMO of Mobcast / ex-CEO of ASCII EC
Ryo Matsubara
Director
ex-double jump.tokyo / ex-gumi Cryptos / ex-Accenture
Daiki Moriyama
Head of Operations
ex-Boston Consulting Group / ex-Deloitte
Hojoon Jang
Head of Game Alliance
ex-BNP Paribas
Yasuaki Kitaoka
Head of Ecosystem Alliance
ex-gumi Ventures
Akari Oeda
PR & Community Development Manager
ex-gumi inc.
Don Hyun Im Hyun Im
Tech Lead
Kokushi Hattori
Project Manager
ex-doble jump.tokyo / ex-Recruit
Keiya Ando
Controller
Gabby Dizon
Advisory Board
Co-founder of Yield Guild games
Hajime Nakatani
Advisory Board
President & CEO of Bandai Namco Research Inc.
Hironobu Ueno
Advisory Board
Founder of double jump.tokyo
Hironao Kunimitsu
Advisory Board
Former Founder & CEO of gumi Inc. / Co-founder & CEO of Thirdverse, Inc. /
Co-founder & CEO of FiNANCiE Co. Ltd.
Shuji Utsumi
Advisory Board
Co-Chief Operation Officer at SEGA CORP / CEO at SEGA of America, Inc.
11 more team members
Naohito Tamaya
Executive Supervisor
Ryo Matsubara
Director
Daiki Moriyama
Head of Operations
Hojoon Jang
Head of Game Alliance
Yasuaki Kitaoka
Head of Ecosystem Alliance
Akari Oeda
PR & Community Development Manager
Don Hyun Im Hyun Im
Tech Lead
Kokushi Hattori
Project Manager
Keiya Ando
Controller
Gabby Dizon
Advisory Board
Hajime Nakatani
Advisory Board
Hironobu Ueno
Advisory Board
Hironao Kunimitsu
Advisory Board
Shuji Utsumi
Advisory Board
PRESS
Big Investors Are Giving Up on Crypto Markets Going Mains...
·
Nov 13, 2022
Bitcoin as a portfolio diversifier hasn’t worked for investors Crypto won’t
‘find a home in institutional asset allocation’
Crypto - Bloomberg
Cryptocurrency
Nytimes
DealBook
Cryptocurrency - BBC News
BBC News
All the latest content about Cryptocurrency from the BBC.
BTC Price - Coinbase
FAQ
Do you have more information about the risks of investing in this campaign?
DO YOU HAVE MORE INFORMATION ABOUT THE RISKS OF INVESTING IN THIS CAMPAIGN?
You can find resources on the risks to investing here:
Disclosures & Disclaimers
Additional Risks Disclosures
Still have questions? Check the discussion section.
RISKS
Risk Arising from Lack of Governance Rights.
Because the OAS Tokens confer only limited governance rights with respect to the
operations of the OAS Tokens and the Company; all decisions involving the
Company (including to sell or liquidate the Company) will be made by the Company
acting in its sole and absolute discretion, and all decisions involving the OAS
Tokens including, but not limited to, decisions by the Company to discontinue
the OAS Tokens or to create and issue more OAS Tokens, will be made by the
Company acting in its sole and absolute discretion. These decisions could
adversely affect the OAS Tokens you hold.
Risks Associated with Incomplete Information regarding the OAS Tokens.
You will not have full access to all the information relevant to the Company and
the OAS Tokens. The Company is not required to update you on the progress of the
OAS Tokens. You are responsible for making your own decision in respect of the
acquisition of the OAS Tokens. The Company does not provide you with any
recommendation or advice in respect of the acquisition of the OAS Tokens. You
may not rely on the Company to provide you with complete or up-to-date
information.
The holders of OAS Tokens will not be in any fiduciary, partnership, trustee,
agency, or similar relationship with the Company or any of its affiliates and
will not be owed any fiduciary duty by the Company or any of its affiliates.
The holders of OAS Tokens have no direct management, equity, voting, or similar
rights in the Company or any of its affiliates. However, without limitation to
the above, the Company reserves all rights with respect to pursuing any form of
decentralized governance should it so determine that doing so would be in the
best interests of the holders of OAS Tokens from time to time. In order to seek
compliance with (or to seek to mitigate the impact of) any laws, statutes,
ordinances, rules, regulations, judgments, injunctions, orders, treaties,
administrative acts or decrees of any nation or government, any state or other
political subdivision thereof, any entity exercising legislative, judicial or
administrative functions of or pertaining to government, including, without
limitation, any government authority, agency, department, board, commission or
instrumentality, and any court, tribunal or arbitrator(s) of competent
jurisdiction, and any self-regulatory organization believed by the Company or
its affiliates to apply to or affect the Company or its affiliates, the OAS
Tokens, the Company may in its sole and absolute discretion take such steps as
it considers necessary or convenient to comply with such matters including,
without limitation, the termination of the OAS Tokens. In addition, the Company
may take such steps as it considers necessary or convenient where it believes or
suspects the OAS Tokens may be used, trafficked, or applied in the attempted
furtherance of money laundering, terrorist financing, tax evasion, or other
unlawful activity or where it believes the OAS Tokens are no longer viable.
Regulation of (i) tokens (including the OAS Tokens); (ii) cryptocurrencies;
(iii) blockchain technologies; and (iv) cryptocurrency exchanges; is currently
underdeveloped and is likely to evolve rapidly, vary significantly among
international, national, federal, state and local jurisdictions and is subject
to significant uncertainty. Various legislative and executive bodies in the
United States, South Korea, China, Singapore, India, among other countries, are
currently considering, or may in the future consider, laws, regulations,
guidance, or other actions, which may severely impact the development and growth
of the OAS Tokens and the Company. Other countries may adopt similar approaches.
Failure by the Company or users of the OAS Tokens to comply with any laws, rules
and regulations, some of which may not exist yet or are subject to
interpretation and may be subject to change, could result in a variety of
adverse consequences, including civil penalties and fines. New or changing laws
and regulations or interpretations of existing laws and regulations would likely
have numerous material adverse consequences on the Company and the OAS Tokens.
Therefore, there can be no assurance that any new or continuing regulatory
scrutiny or initiatives will not have a material adverse impact on the value of
the OAS Tokens or impede the activities of the Company.
Risks Associated with Issuance of Additional Tokens.
Additional OAS Tokens may be issued in the future in the event the Oasys
Protocol ecosystem collectively determines it is in the best interest of the
Oasys Protocol to do so. If such event occurs, the value of OAS Tokens may be
adversely impacted, and an OAS Token holder’s token holding may also be diluted
as a result.
Risks Associated with Cross-Chain Bridging.
Because the Oasys Protocol allows for cross-chain bridging of certain non-OAS
cryptoassets, users may be exposed to security vulnerabilities completely
outside of the Company’s control in cross-chain mechanisms, which could
indirectly adversely impact the success of the Oasys Protocol and the value of
OAS Tokens. Only cross-Verse bridges will be officially supported by the
Company.
Risks Associated with Single Point of Failure.
The Company has one sole owner and director and all other services are provided
to the Company pursuant to contractual relationships, where persons performing
material functions for the Company are not employees of the Company but are
instead contractors. As a result, there is a heightened risk of a single point
of failure if the Company’s sole owner and director is unable to fulfill such
duties.
Risks Associated with Contractual Relationships.
The Company has one sole owner and director, and all other services are provided
to the Company pursuant to contractor relationships, where persons performing
material functions for the Company are not employees of the Company but are
instead contractors. The Company relies heavily on contractors to perform many
significant and material functions of the Company. In the event that any of the
contractors cease to provide services to the Company, the Company may not be
able to fully operate or execute on its strategic and/or business objectives.
No guarantee on when or if the Token Integration Event will occur.
There are no guarantees as to the timing (if ever) of the Token Integration
Event or the release of the OAS Tokens, each of which is dependent on many
factors, including many outside the Company’s control.
Risk of Losing Access to OAS Tokens Due to Wallet Incompatibility.
Your cryptocurrency wallet must be EVM-compatible and possess technical
infrastructure that is compatible with the receipt, storage, and transfer of the
OAS Tokens. Non-compatible wallet addresses will not be accepted, and any
attempt to transfer OAS Tokens to a non-compatible wallet address may result in
the loss of such OAS Tokens. In addition, your wallet address must not be
associated with a third-party exchange or service that has custody over the
private key. The Company reserves the right to prescribe additional conditions
relating to specific wallet requirements at any time, acting in its sole
discretion.
Inability to Fund Development or Maintenance.
The Company may not be able to fund development of the OAS Tokens in the manner
that it was intended.
No guarantee that OAS Tokens will be released.
Many factors could influence the success of the Company and the OAS Tokens, some
of which are out of the Company’s control, and there can be no guarantee that
the Company will ultimately be successful in deploying and delivering the OAS
Tokens. The Company may change its plans for issuing the OAS Tokens for a
variety of reasons, including a change in business plan, technological
challenges, lack of perceived demand, or other reasons. Finally, if the Company
ceases operations, agrees to assign its assets and liabilities to a third party
for the benefit of creditors in the case of insolvency, or engages in a
liquidation or winding up, it may never issue the OAS Tokens. If the Token
Integration Event does not occur or for other reasons the Company does not issue
the OAS Tokens as planned, investors will not receive some or all of their OAS
Tokens. The Company has sole discretion to determine when, or if, the Token
Integration Event occurs.
Risks Associated with the Blockchain Protocols.
Any malfunction, breakdown, abandonment, unintended function, unexpected
functioning of, or attack on the protocol upon which the OAS Tokens are issued
may have an adverse effect on the OAS Tokens, including causing them to
malfunction or function in an unexpected or unintended manner.
Risks Associated with the Overarching Blockchain Industry in Which the Oasys
Protocol Operates.
The growth of the blockchain industry in general, as well as the blockchain
networks on which the Oasys Protocol will rely, is subject to a high degree of
uncertainty regarding consumer adoption and long-term development. The factors
affecting the further development of the cryptocurrency and cryptoassets
industry, as well as blockchain networks, include without limitation, the
worldwide growth in the adoption and use of digital assets and other blockchain
technologies; governmental and quasi-governmental regulation of digital assets
and their use, or restrictions on or regulation of access to and operation of
blockchain networks or similar systems; the maintenance and development of the
open source software protocol of blockchain networks; changes in consumer
demographics and public tastes and preferences; the availability and popularity
of other forms or methods of buying and selling goods and services, or trading
assets including new means of using government-backed currencies or existing
networks; the extent to which current interest in cryptocurrencies represents a
speculative “bubble;” general economic conditions in the United States and the
world; the regulatory environment relating to cryptocurrencies and blockchains;
and a decline in the popularity or acceptance of cryptocurrencies or other
block-based tokens. The digital assets industries as a whole have been
characterized by rapid changes and innovations and are constantly evolving.
Although they have experienced significant growth in recent years, the slowing
or stopping of the development, general acceptance and adoption, and usage of
blockchain networks and blockchain assets may deter or delay the acceptance and
adoption of the OAS Tokens.
Risks Associated with Your Credentials.
Any third party that gains access to or learns of your wallet login credentials
or private keys may be able to dispose of your OAS Tokens. To minimize this
risk, you should guard against unauthorized access to your electronic devices.
Best practices dictate that you safely store private keys in one or more backup
locations geographically separated from the working location. In addition, you
are responsible for giving us the correct wallet address to which to send your
OAS Tokens. If you give us the incorrect address to which to send your OAS
Tokens, we are not responsible for any loss of OAS Tokens that may occur.
Risk of Unfavorable Regulatory Action in One or More Jurisdictions.
Blockchain technologies and cryptographic tokens have been the subject of
scrutiny by various regulatory bodies around the world. Blockchain technology
allows new forms of interaction, and it is possible that certain jurisdictions
will apply existing regulations on, or introduce new regulations addressing,
blockchain technology-based applications, which regulations may be contrary to
the current setup of the OAS Tokens or their associated smart contract system
and, therefore, may result in substantial modifications to the OAS Tokens and
such smart contract systems, including its termination and the loss of OAS
Tokens. The regulatory status of cryptographic tokens and distributed ledger
technology is unclear or unsettled in many jurisdictions. It is difficult to
predict how or whether regulatory authorities may apply existing regulations
with respect to such technology and its applications, including specifically
(but without limitation to) the Oasys Protocol and OAS Tokens. It is likewise
difficult to predict how or whether any legislative or regulatory authorities
may implement changes to law and regulation affecting distributed ledger
technology and its applications, including specifically (but without limitation
to) the OAS Tokens. Regulatory actions could negatively impact the OAS Tokens in
various ways, including, for purposes of illustration only, through a
determination that Tokens are a regulated financial instrument that requires
registration, licensing, recordkeeping, reporting or restriction. The Company
may cease operations in a jurisdiction if regulatory actions, or changes to law
or regulation, make it illegal to operate in such jurisdiction, or commercially
undesirable to obtain the necessary regulatory approval(s) to operate in such
jurisdiction. The functioning of the OAS Tokens could be impacted by any
regulatory inquiries or actions, including restrictions on the use, sale, or
possession of digital tokens like the OAS Tokens, which restrictions could
impede, limit, or end the development of the OAS Tokens and increase legal
costs. The cryptocurrency exchange market, the token listing and trading market,
initial coin offerings, and by extension the OAS Tokens, are or may be subject
to a variety of federal, state, and international laws and regulations,
including those with respect to KYC/AML and customer due diligence procedures,
privacy and data protection, consumer protection, data security, foreign
exchange controls money transmission, and others. These laws and regulations,
and the interpretation or application of these laws and regulations, could
change. In addition, new laws or regulations affecting the OAS Tokens could be
enacted, which could impact the utility of the OAS Tokens in the Oasys Protocol.
Additionally, users of the Oasys Protocol are subject to or may be adversely
affected by industry-specific laws and regulations or licensing requirements. If
any of these parties fails to comply with any of these licensing requirements or
other applicable laws or regulations, or if such laws and regulations or
licensing requirements become more stringent or are otherwise expanded, it could
adversely impact the OAS Tokens, including the utility of OAS Tokens with
respect to the OAS Protocol, including any applications that are built in
connection with the OAS Protocol. The Company may need to obtain approvals from
one or more governmental authorities and there is a risk that securing such
approvals may delay or prevent the Token Integration Event, the development of
the OAS Tokens and/or the Company’s ability to issue the OAS Tokens.
We are not licensed to conduct a virtual currency business in New York and do
not currently intend to become licensed in any other state. We have taken the
position that the New York’s BitLicense Regulatory Framework does not apply to
our offer and sale of the Interests. It is possible, however, that the New York
State Department of Financial Services could disagree with our position.
We are not licensed to conduct a virtual currency business in New York or any
other state. We have, however, taken the position that the State of New York’s
BitLicense Regulatory Framework does not apply to the offer and sale of the
Interests. It is possible that the New York State Department of Financial
Services could disagree with our position. If we were deemed to be conducting an
unlicensed virtual currency business in New York, we could be subject to
significant additional regulation and/or regulatory consequences and/or be
required to no longer make the Interests available in New York or to New York
residents. Other states may take a similar position in the future. Any of these
outcomes may negatively affect OAS Tokens, including its further development, or
the value of the OAS Tokens and/or could cause us to cease operations in New
York or any other states requiring a license for our activity.
We are not registered as a money transmitter or money services business, and our
business may be adversely affected if we are required to do so.
We believe that we are not a money transmitter or money services business in the
United States. Further, we do not generally or specifically target U.S. Persons
(as defined under the Securities Act) or residents to be users of the OAS
Tokens. If we were deemed to be a money transmitter and/or money services
business, we would be subject to significant additional regulation and costs.
This could lead to significant changes with respect to operations of the OAS
Tokens, suspensions in the operation of the OAS Tokens or certain of its
components, including portions of the Oasys Protocol, changes in how the OAS
Tokens are structured, changes in how they are issued and other regulatory or
business consequences, and would greatly increase our costs in creating and
facilitating transactions of the OAS Tokens. It could also lead to a decrease in
value of OAS Tokens. In addition, a regulator could take action against us if it
views our activity regarding the OAS Tokens as a violation of existing law. Any
of these outcomes would negatively affect the value of the OAS Tokens and/or
could cause the Company to cease operations in certain states or nationwide.
Risk of OAS Tokens Being Deemed a Futures Contract or Swap.
Given the time period between the close of this Offering and delivery of the OAS
Tokens, there is a risk that any deferred delivery arrangement involving a
commodity could be viewed as a futures contract or swap transaction under U.S.
commodities laws. We believe that this risk is generally a latent one that is
mitigated by the Company’s obligation to deliver OAS Tokens shortly after the
Token Integration Event to Purchasers who represent and warrant that they are
Oasys Protocol users not purchasing with speculative intent and who are
otherwise prohibited from transferring the SAFT or OAS Tokens before the OAS
Token is launched.
Risk of Litigation and/or Third-Party Claims.
From time to time, third parties may assert claims against the Company, its
developers, and/or its underlying technology. Regardless of the merit of any
legal action or claim, any action that reduces confidence in the Company’s
long-term viability or the ability of individuals to hold and transfer OAS
Tokens may adversely affect the Oasys Protocol. Additionally, a meritorious
claim could prevent developers from accessing the most up to date Protocol code
or holding or transferring their OAS Tokens.
Risk of Alternative, Unofficial Platforms.
Following the issuance of the OAS Tokens, it is possible that alternative
applications or platforms could be established, which use the same or similar
open-source code and protocol underlying the OAS Tokens. The OAS Tokens may have
no intrinsic value with respect to such alternative applications. The OAS Tokens
may compete with these alternative, unofficial token-based applications, which
could potentially negatively impact the OAS Tokens.
OAS Token Integration Risk and Risk of Insufficient Interest in the OAS
Protocol.
There are no guarantees as to the timing of the OAS Tokens being integrated into
the Oasys Protocol, which is dependent on many factors, including many outside
the Company’s control. Further, it is possible that there will be limited public
interest in the OAS Tokens or that public interest in the Oasys Protocol may
reduce over time. Such a lack of interest could negatively impact the OAS Tokens
and their functionality in the Oasys Protocol. The Oasys Protocol will rely
heavily on game developers building Verses and applications on the Oasys
Protocol. It is possible that there will be limited public interest among game
developers in building Verses and applications or that public interest in the
Oasys Protocol may reduce over time. Such lack of interest could negatively
impact the success of the Oasys Protocol.
Operating History.
The Company has little operating history in the blockchain industry, which
continues to be evolving and may not develop as expected. The Company’s
historical performance does not necessarily reflect future performance or the
likelihood of the success of the OAS Tokens. A significant amount of work was
required in order to create the OAS Tokens and implement the OAS Token into the
Oasys Protocol and much of that work is reliant on the input or consent of other
persons not under the control of the Company. Assessing the business and future
prospects of the Company is challenging in light of the risks and difficulties
the Company may encounter. These risks and difficulties include, but are not
limited to, their ability to: • navigate complex and evolving regulatory and
competitive environments; • obtain the requisite regulatory and other licenses
in the relevant jurisdictions; • obtain and retain customers; • successfully
develop, maintain, and update internal controls to manage compliance within an
evolving and complex regulatory environment; • effectively identify and react
to market trends; • be involved in the successful development and deployment of
the OAS Tokens; • implement new products and services; • successfully execute
the Company’s funding strategy; • effectively compete with other companies; •
successfully navigate economic conditions and fluctuations in the market; •
effectively manage the growth of the business; • continue to develop, maintain,
and scale the OAS Tokens; • effectively use finite personnel and technology
resources; • effectively maintain and scale financial and risk management
controls and procedures; • maintain the security of technology infrastructure,
and the confidentiality of the information provided and utilized therein; and •
attract, integrate, and retain qualified employees and contractors.
Risks from Taxation.
The tax characterization of the OAS Tokens is uncertain as described above,
which may lead to inefficient tax outcomes for Purchasers and/or the Company
and/or its affiliates. You must seek your own tax advice in connection with
acquiring and holding OAS Tokens, which may result in adverse tax consequences
to you, including withholding taxes, income taxes, and tax reporting
requirements. The purchase of OAS Tokens may result in adverse tax consequences
to Purchasers, including withholding taxes, income taxes, and tax reporting
requirements. Additionally, subsequent transactions in cryptoassets such as the
OAS Tokens may cause investors to incur tax liabilities. Further, any reward
received in the form of, or through the use of, OAS Tokens may result in
additional tax liability. Each investor should consult with and must rely upon
the advice of its own professional tax advisors.
Risk that the OAS Tokens Will Not Meet Expectations.
Any expectations or assumptions regarding the form and functionality of the OAS
Tokens (including participant behavior) held by the Company or by you may not be
met, for any number of reasons, including, without limitation, mistaken
assumptions or analysis, a change in the design and implementation plans, and
changes in the execution of the OAS Tokens. Moreover, the Company may not be
able to retain full and effective control over how other participants will use
the Oasys Protocol, what products or services will be offered through the Oasys
Protocol by third parties, or how third-party products and services will utilize
OAS Tokens (if at all). This could create the risk that the OAS Tokens, as
further developed and maintained, may not meet your expectations. Furthermore,
despite our good faith efforts, it is still possible that the integration of the
OAS Tokens into the Oasys Protocol will experience malfunctions or otherwise
fail to be adequately maintained, which may negatively impact the Oasys Protocol
and OAS Tokens, and the potential utility of the OAS Tokens within the Oasys
Protocol. SAFTs are not the same as the OAS Token. Purchasing the Interests
herein does not immediately provide an investor with any OAS Tokens. It only
provides investors with the right to receive OAS Tokens pursuant to the terms
described herein. Purchasers should be prepared to not receive OAS Tokens for an
extended period of time, or never receive them at all.
Risks Associated with Development of Other Cryptoassets.
The Company may not be able to retain full and effective control over how other
participants will use the Oasys Protocol and as such, developers in the Oasys
Protocol ecosystem may issue other tokens (fungible on non-fungible) under the
Oasys architecture. While OAS Tokens ultimately underpin the operations of the
Oasys Protocol, and while the Company provides the infrastructure for
development, it is not responsible for the issuance of any tokens other than OAS
Tokens.
The Value of the OAS Tokens will be Affected by the Success of the Oasys
Protocol.
Because the OAS Tokens are intended for use on the Oasys Protocol, a failure to
maintain the Oasys Protocol would negatively affect the value of the OAS Tokens.
There is no guarantee that the OAS Tokens will develop as planned or become
successful in the marketplace.
Long-term Viability of Cryptoassets.
Cryptoassets, including those like the OAS Tokens, are a new and relatively
untested product. There is considerable uncertainty about their long-term
viability, which could be affected by a variety of factors, including many
market-based factors such as economic growth, inflation, and others. In
addition, the success of cryptoassets (including the OAS Tokens) will depend on
the long-term utility and economic viability of blockchain and other new
technologies related to cryptoassets. Due in part to these uncertainties, the
price of cryptoassets are volatile and the OAS Tokens may be hard to sell. The
Company does not control any of these factors, including the ability of the OAS
Tokens to maintain their value over time.
Further Innovations in the Cryptoasset Industry May Cause the OAS Tokens to Lose
Value.
The development and acceptance of the cryptographic and algorithmic protocols
governing the issuance of, and transactions in, cryptoassets is subject to a
variety of factors that are difficult to evaluate and predict. The use of
cryptoassets to, among other things, transact in goods and services is part of a
new and rapidly evolving commercial practice that employs digital assets based
on a computer-generated mathematical and/or cryptographic protocol. The growth
of this commercial practice in general, and the use of cryptoassets in
particular is subject to a high degree of uncertainty. Factors affecting further
development of the cryptoasset industry include, among other things, the
continued worldwide adoption of cryptoassets; governmental and
quasi-governmental regulation of cryptoassets and/or cryptoasset exchanges;
changing consumer demographics, tastes and preferences; sustained development
and maintenance of open-source software protocols; the popularity and
availability of alternative and/or new payment services; and general economic
conditions. If these factors negatively affect or impede the development of the
cryptoasset industry, the value of holding OAS Tokens may also be negatively
affected.
Risk of Theft and Hacking.
Smart contracts, software applications, and the OAS Tokens may be exposed to
attacks by hackers or other individuals, groups, organizations, or countries
that interfere with the availability of the OAS Tokens in any number of ways,
including denial of service attacks, Sybil attacks, spoofing, smurfing, malware
attacks, or consensus-based attacks, or phishing, or other novel methods that
may or may not be known. Any such successful attacks could result in theft or
loss of OAS Tokens, adversely impacting the ability to further derive any usage
or functionality from OAS Tokens. You must take appropriate steps to satisfy
yourself of the integrity and veracity of relevant websites, systems, and
communications. Furthermore, because the OAS Tokens employs open-source
software, there is a risk that a third party or a member of the Company’s team
may intentionally or unintentionally introduce weaknesses or defects into the
core infrastructure of the OAS Token and negatively affect it. You acknowledge,
understand, and accept that if your private key or password gets lost or stolen,
the OAS Tokens associated with your wallet address may be unrecoverable and
permanently lost. Additionally, any third party that gains access to your
private key, including by gaining access to the login credentials relating to
your wallet, may be able to misappropriate your OAS Tokens. Any errors or
malfunctions caused by or otherwise related to the digital wallet or vault you
choose to receive and store OAS Tokens, including your own failure to properly
maintain or use such digital wallet or vault, may also result in the loss of
your OAS Tokens, for which the Company shall have no liability.
Misconduct and Errors Risks.
The Company is exposed to many types of operational risk, including the risk of
misconduct and errors by our employees, former employees, and other third-party
service providers, or by users and developers on the Oasys Protocol, whom the
Company does not control, could be in a position to handle large amounts of
sensitive and potentially proprietary information, whose exposure could result
in significant liability. It is not always possible to identify and deter
misconduct by employees or third-party providers, and the Company cannot control
developers or uses of the Oasys Protocol. The precautions the Company takes to
detect and prevent this activity, such as encryption of user data, may not be
effective in controlling unknown or unmanaged risks or losses. Any of these
occurrences could result in the Company’s diminished ability to operate the
business and develop the Oasys Protocol, inability to attract future developers
and users, regulatory intervention, and financial harm which could negatively
impact the Company, the growth of the Company, and the value of OAS Tokens.
Risk of Security Weaknesses in the OAS Tokens.
The OAS Tokens consists, at least in part, of open-source software that may, in
turn, be based on other open-source software. There is a risk that the Company
or other third parties may intentionally or unintentionally introduce weaknesses
or bugs into the core infrastructural elements of the OAS Tokens to interfere
with the use of or cause the loss of OAS Tokens.
Risk of Weaknesses or Exploitable Breakthroughs in the Field of Cryptography.
Advances in cryptography, or technical advances such as the development of
quantum computing, could present risks to cryptocurrencies (like OAS Tokens) by
rendering ineffective the cryptographic consensus mechanism that underpins the
OAS Tokens, which could result in the theft, loss, or decreased utility of the
OAS Tokens. Smart contracts, blockchain application software, and blockchain
platforms and protocols are still in an early development stage and relatively
unproven. There is no warranty or assurance that the process for creating OAS
Tokens will be uninterrupted or error-free and there is an inherent risk that
the software could contain defects, weaknesses, vulnerabilities, viruses, or
bugs causing, inter alia, the complete loss of contributions and/or OAS Tokens.
Risk of Lack of Adoption or Use of the OAS Tokens.
While the OAS Tokens should not be viewed as an investment, they may have value
over time. That value may be limited or non-existent if the OAS Tokens lack
acceptance, use, and adoption on the Oasys Protocol.
Risk of an Illiquid Market for OAS Tokens.
There may never be any marketplace for OAS Tokens. There are currently no
exchanges upon which the OAS Tokens would trade. If exchanges do develop, they
will likely be relatively new and subject to poorly understood regulatory
oversight. They may, therefore, be more exposed to fraud and failure than
established, regulated exchanges for other products and have a negative impact
on the OAS Tokens. To the extent that any third party ascribes an external
exchange value to OAS Tokens (e.g., as denominated in a crypto or fiat
currency), such value may be extremely volatile and diminish to zero. If
(despite your representations to us to the contrary) you are holding OAS Tokens
as a form of investment on a speculative basis or otherwise, or for a financial
purpose, with the expectation or desire that their inherent, intrinsic or
cash-equivalent value may increase with time, you assume all risks associated
with such speculation or actions, and any errors associated therewith, and
accept that the OAS Tokens are not offered by the Company or its affiliates on
an investment basis.
Risk of Dissolution of the OAS Tokens.
It is possible that, due to any number of reasons, including development issues
with the OAS Tokens, the failure of business relationships, lack of public
interest, lack of funding, or competing intellectual property claims, the OAS
Protocol and/or OAS Tokens may no longer be viable as a business or otherwise
and may dissolve or fail to maintain commercial or legal viability, or be
abandoned. There is no assurance that you will receive any benefits through the
OAS Tokens.
Risk of Malfunction in the OAS Tokens.
It is possible that the OAS Tokens or the Oasys Protocol malfunctions in an
unfavorable way, including one that results in the loss of the OAS Tokens.
Risk Associated with Licensed Third-Party Technology.
The OAS Tokens are created solely for purposes of integration with the Oasys
Protocol.
Risk Associated with Underlying Technology.
There can be no guarantee that the technology required for operation of the
Oasys Protocol will function as anticipated or function at all. This technology
may malfunction because of internal problems or as a result of cyberattacks or
security breaches or the Company might not be able to successfully develop the
technology. Further, there may be no alternatives available if this technology
does not work as anticipated. As a result, failure of this technology to work as
intended may adversely affect the operation and growth of the Oasys Protocol and
may have a material adverse impact on OAS Tokens.
No Specific Use of Proceeds.
At present, and other than as set out herein, no proceeds have been allocated
for any particular purposes, and management expects to use the net proceeds from
this offering for working capital and other general corporate purposes,
regardless of whether all of the OAS Tokens under this Offering are sold.
Management may also use a portion of the net proceeds to acquire, license, and
invest in complementary products, technologies, or businesses in the ordinary
course of business. However, management will have broad discretion over the use
of proceeds and reserves the right to change the use of proceeds on other than
working capital and general corporate purposes should the circumstances change,
or future research and development opportunities arise and could spend the
proceeds from the offering in ways with which investors may not agree with or
that do not yield a favorable return, if at all. If management does not invest
or apply the proceeds of this offering in ways that benefit the OAS Tokens, the
future value and utility of Purchasers’ OAS Tokens may be adversely affected.
Representation by Legal Counsel.
Certain counsel (the “Law Firm”) represents the Company sole with respect to the
specific matters as pertaining to the preparation of this Memorandum. Other
matters may exist that could have a bearing on the Company as to which the Law
Firm has been neither retained nor consulted. The Law Firm does not undertake to
monitor compliance by the Company and its affiliates with investment guidelines
and procedures set forth in this Memorandum, nor does the Law Firm monitor
compliance by the Company and/or its affiliates with applicable laws, unless in
each case the Law Firm has been specifically retained to do so. The Law Firm
does not investigate or verify the accuracy and completeness of information set
forth in this Memorandum concerning the Company. Furthermore, the Law Firm is
not providing any advice, representation, warranty, or other assurance of any
kind as to any matter to any prospective purchasers of the SAFTs. No separate
counsel has been engaged by the Company to represent any purchasers with respect
to a purchase of the SAFTs. The Company has the exclusive right, in its sole and
absolute discretion, to address and remediate any of the operational, legal, or
regulatory risks presented as of the date hereof or hereafter. In the exercise
of such rights, it is possible that the Company may determine that the continued
development of the OAS Tokens is not feasible. Accordingly, there is a material
risk that the Company and its affiliates may not successfully continue to
develop, market, and operate the OAS Tokens.
Unanticipated Risks.
Cryptographic tokens are a relatively new and comparatively untested technology.
In addition to the risks discussed herein, there are risks that the Company
cannot anticipate. Further risks may materialize as unanticipated combinations
or variations of the discussed risks or the emergence of new risks.
Violation of Policies Risks.
Any violation of Company policies and terms and conditions of use, including
misuse of the Oasys Protocol and OAS Tokens, by users and OAS Token holders, may
result in unforeseeable adverse impact to the Oasys Protocol out of the
Company’s control, which may in turn potentially affect the value of OAS Tokens.
Risk of Competitors.
The Company believes that a number of organizations are or may be working to
develop decentralized application systems for digital media platforms or other
novel technologies that may be competitive with the technology of the Company.
Some or all of these organizations that may have technology similar to the
Company, may have substantially greater technological expertise, experience with
blockchain technologies and/or financial resources than the Company has, and
many of them may be attempting to patent technologies that may be competitive
with or similar to the technology the Company has developed, or attempting to
reverse engineer the Company’s technology, which may be possible as a
substantial portion of the software underlying the Oasys Protocol is open source
software that is generally available to the public. Given that such open-source
software is generally available to the public, a person or company could
establish software technology, and networks, built using the Company’s publicly
available software. It is possible that those products would be substantially
similar to and competitive with the Company's software and technology. If this
were to occur, it is possible that the value of the Oasys Protocol and OAS
Tokens could decline.
Risk of Underage Users.
In certain jurisdictions, persons under the age of 18 have the ability to
repudiate or disaffirm contracts entered into by those individuals, and some of
the Oasys Protocol users are likely to be under the age of eighteen. As a
result, the Company may have difficulty enforcing the terms of service and other
agreements entered into with such individuals that are under the age of eighteen
in connection with the operation of the Company’s business, the Oasys Protocol,
and the distribution of OAS Tokens.
Risks Associated with Developers.
The Company intends to reward users of games developed by third parties by
issuing OAS Tokens to such users. Because the developers of these games will be
receiving OAS Tokens from the Company so that they may be distributed to users,
each such game developer could be deemed to be a statutory underwriter under
Section 2(a)(11) of the U.S. Securities Act. A statutory underwriter is subject
to the prospectus delivery and liability provisions of the Securities Act, and
Regulation M, and may be deemed to be conducting broker-dealer-like activities
that could in certain circumstances subject the developer to regulatory
obligations. The Company takes the position, however, that third-party game
developers are not “engaged in the business” of effecting securities
transactions and, in any case, are not effecting such transactions on behalf of
others. Moreover, we do not believe that the game developers receive
transaction-based compensation. For these and other reasons, we take the
position that these developers are not “brokers.” The Company also takes the
position that game developers are not “dealers” because, among other reasons,
any securities trading activities conducted by game developers are sufficiently
minor measured against their other activities such that they are not “engaged in
the business” of buying and selling securities for their own account. It is
possible that the SEC or another regulator would disagree with our position. If
so, game developers could be forced to register as broker-dealers and comply
with applicable law, which would disrupt their business significantly, perhaps
making it prohibitive to operate and participate on the OAS Protocol and would
likely lead to a decrease or complete loss in the value of the OAS Tokens.
Risks Associated with Verse Builder Trust.
The Oasys Protocol optimistic rollups establish the network through trust in two
factors (i) the Verse Builder that operates the Verse-Layer, and (ii)
fraud-proof by the Appointed Verifier. The Verse Builder is reliant on the trust
of its users. It is possible that there will be limited or reduced trust in
Verse Builders operating the Verse-Layer on the Oasys Protocol. Such lack of
trust could negatively impact the success of the Oasys Protocol and could lead
to a decrease or complete loss in the value of OAS Tokens.
Risk Associated with Hiring and Retaining Personnel.
Because the blockchain industry is a technologically cutting-edge field, the
market for engineers and other non-technical talent familiar with the industry
is competitive. It may be difficult to attract and retain qualified individuals
with the expertise, and in the timeframe, required for the steady progress of
the Oasys Protocol. If we were to lose some or all of our personnel, they would
be difficult to replace, which in turn may present significant delays in the
continued development of the Oasys Protocol. In addition, if any of our key
personnel, including our sole director, retires or otherwise leaves the Company,
we will need to have appropriate succession plans in place and to successfully
implement such plans, which requires time and resources devoted towards
identifying and integrating new personnel into leadership roles and other key
positions. If we cannot attract and retain qualified personnel or effectively
implement appropriate succession plans, it could have a material adverse impact
on the operations of the Oasys Protocol, as well as the business and financial
condition of the Company. We do not maintain key-person life insurance policies
on our key personnel.
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