1 FINANX AI TECHNOLOGIES, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
Effective as of: [●] 2026
1. Purpose and Applicability
This Code of Business Conduct and Ethics (this "Code") reflects the commitment of 1 Finanx AI Technologies, Inc. (the "Company") to conduct its business with integrity, transparency, and in compliance with applicable laws and regulations.
This Code applies to all directors, officers, and employees of the Company and its subsidiaries, including Finanxai Tech Limited (collectively, "Covered Persons").
2. Honest and Ethical Conduct
Covered Persons must act with honesty, integrity, and good faith in all business dealings, avoiding conflicts between personal interests and the interests of the Company. Decisions should be made in the best interests of the Company and its stockholders.
3. Compliance with Laws and Regulations
Covered Persons must comply with all applicable laws, rules, and regulations in the jurisdictions in which the Company operates, including:
-Securities laws and regulations.
-Anti-money-laundering (AML) and know-your-customer (KYC) requirements.
-Sanctions, anti-corruption, and anti-bribery laws.
-Data privacy and cybersecurity laws.
-Tax and employment laws.
4. Conflicts of Interest
Covered Persons must avoid conflicts of interest and situations that may appear to create a conflict. Examples include:
-Personal financial interests in entities that transact with the Company.
-Use of Company assets, information, or position for personal gain.
-Outside employment or activities that interfere with duties to the Company.
Potential conflicts must be promptly disclosed to the appropriate supervisor, the Legal or Compliance function, or the Audit Committee, as applicable.
5. Corporate Opportunities
Covered Persons may not:
-Take for themselves opportunities discovered through the use of Company property, information, or position.
-Use Company property, information, or position for personal gain.
-Compete with the Company.
6. Confidentiality and Data Protection
Covered Persons must safeguard the confidential information of the Company, its customers, counterparties, and partners, including:
-Non-public financial and business information.
-Technical, trading, and analytics data.
-Personal data and other sensitive information.
Confidential information may not be disclosed outside the Company except as authorized or legally required, and must not be used for personal benefit.
7. Fair Dealing and Market Integrity
The Company expects Covered Persons to deal fairly with customers, counterparties, service providers, and competitors. Prohibited conduct includes:
-Misrepresentation or concealment of material facts.
-Manipulative or deceptive practices in any market.
-Misuse of non-public information in connection with trading Company securities or, where applicable, digital assets relevant to the Treasury Reserve Fund (TRF).
8. Protection and Proper Use of Company Assets
Covered Persons must protect Company assets from loss, damage, misuse, or theft and ensure that assets are used only for legitimate business purposes. This includes:
-Physical assets, cash, and digital assets.
-Intellectual property and proprietary information.
-Systems, trading tools, and AI/analytics infrastructure.
9. Books, Records, and Internal Controls
The Company is committed to maintaining accurate and complete books and records and effective internal controls, including those related to digital assets. Covered Persons must:
-Ensure that entries in Company records are accurate, complete, and timely.
-Not falsify or improperly alter documents.
-Cooperate with audits, reviews, and regulatory examinations.
10. Insider Trading and Confidential Information
Covered Persons must comply with the Company’s insider trading policy, including:
-Not trading in the Company’s securities while in possession of material non-public information.
-Not tipping others with such information.
-Complying with blackout periods, pre-clearance procedures, and no-hedging/no-pledging restrictions, as applicable.
11. Anti-Corruption and Gifts
The Company prohibits bribery and corruption in any form. Covered Persons may not:
-Offer, promise, or give anything of value to any government official or private counterparty for improper advantage.
-Accept gifts or entertainment that could reasonably appear to influence business judgment.
Modest business courtesies may be acceptable where permitted by law and Company policy.
12. Digital Assets, TRF, and Market Conduct
Given the Company’s focus on the Treasury Reserve Fund and digital assets:
-Covered Persons must follow TRF policies, including trading, custody, and disclosure procedures.
-Any communications about the TRF, 1FNXAI, or Bitcoin must be accurate, not misleading, and coordinated with authorized functions.
-Public statements that could reasonably be interpreted as market signals must be carefully managed and, where appropriate, pre-cleared.
13. Reporting Concerns and Non-Retaliation
Covered Persons are encouraged to report suspected violations of this Code, Company policies, or applicable law to:
-A supervisor or manager.
-The Legal or Compliance department.
-The Audit Committee or designated reporting channels, which may include anonymous or confidential mechanisms.
The Company prohibits retaliation against any person who, in good faith, reports a concern or participates in an investigation.
14. Administration and Waivers
The Board of Directors (or a designated committee) oversees this Code. Waivers of this Code for executive officers or directors may be granted only by the Board or a Board committee and shall be disclosed as required by applicable law and stock exchange rules.
15. Disciplinary Action
Violations of this Code may result in disciplinary action, up to and including termination of employment or removal from office, and may expose individuals to civil or criminal liability.