THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION” OR “SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. THE COMPANY MAY ELECT TO SATISFY ITS OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF THE SALE THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Form 1-A Offering Circular

Regulation A Tier 2 Offering

Offering Circular 

For 

Tokenova Worldwide, Inc.

a Nevada corporation 

July 1, 2026

*: The Company is offering up to 7,500,000 shares of Series A Preferred Stock, plus a maximum of 562,500 additional shares of Series A Preferred Stock to be issued as an incentive allocation and benefit to eligible investors based on their investment level, as further described in this Offering Circular. No additional consideration will be received by the Company for the issuance of these additional Series A Preferred Stock shares, and the Company will not incur any additional costs in connection with their issuance. See “Plan of Distribution” for further details.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than ten percent (10%) of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, subscribers and prospective investors are encouraged to review rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov. 

Tokenova Worldwide, Inc. (the “Company” or “Issuer”) is a Nevada corporation formed on March 31, 2026. The Company is building the ownership and intelligence infrastructure for the next industrial era. Tokenova Worldwide, Inc. intends to operate as a capital infrastructure enterprise that enables programmable ownership, operational intelligence, and governed liquidity for critical technology assets. Certain regulated activities, including broker-dealer and transfer agency functions, are conducted through appropriately licensed third-party providers in compliance with SEC and Finance Regulatory Agency (“FINRA”) requirements. By connecting institutional capital with high-quality infrastructure assets and operating platforms through compliant, digitally-enabled systems, the Company seeks to modernize capital formation and ownership in sectors critical to long-term economic and strategic advancement.

The Company is governed by a Board of Directors and managed by its Officers. Tokenova Worldwide, Inc. intends to operate as a capital infrastructure enterprise focused on building the ownership and intelligence infrastructure for critical technology assets. The Company intends to use the net proceeds of this Regulation A Tier 2 Offering (the “Proceeds”) to develop and scale its digitally-enabled capital markets infrastructure platform, support the integration of high-quality infrastructure assets and operating platforms, and fund working capital and operating expenses.

The Company is offering by means of this offering circular (the “Offering Circular”), equity in the Company in the form of Series A Preferred Stock Shares (the “Series A Preferred Shares,” or in the singular, a “Series A Preferred Share”) on a best-efforts basis to those subscribers and prospective investors who meet the investor suitability standards (the “Investor(s)”) as set forth herein. See “Investor Suitability Standards” below.

The Series A Preferred Shares are priced at ten U.S. dollars ($10.00) per Series A Preferred Share. The minimum investment amount per Series A Preferred Share Investor is five thousand U.S. dollars ($5,000.00), in exchange for five hundred (500.0) Series A Preferred Shares. The Series A Preferred Shares will be convertible into Class A Common Shares upon the fulfilment of certain conditions and procedures defined within the Company’s Amended and Restated Articles of Incorporation (see Exhibit 2b, Amended and Restated Articles of Incorporation). The Company does not intend to list the Series A Preferred Shares or any other Company capital stock for trading on any exchange or other trading market and no market for the Series A Preferred Shares or any other Company capital stock may exist in the future. See “Securities Being Offered” below.

Sales of the Series A Preferred Shares pursuant to this Regulation A Tier 2 Offering (the “Offering”) will commence immediately upon qualification by the United States Securities and Exchange Commission (the “Effective Date”) and will terminate on the earliest of: (a) the date upon which all Series A Preferred Shares have been sold, (b) exactly twelve (12) months after the Effective Date, or (c) the date the Company elects to terminate this Offering in its sole discretion (the “Offering Period”).

The Company will provide access to the Offering Circular and offer the Series A Preferred Shares via https://portal.criticaltech.exchange/tokenovaworldwide (the “Platform”) on a continuous and ongoing basis. Andes Capital Group LLC (“Andes Capital”), a FINRA member broker-dealer, will act as the Broker-Dealer of Record and Managing Broker-Dealer for this Offering. The Company may utilize additional FINRA broker-dealers as additional placement agents, compensated through Andes Capital as the Managing Broker-Dealer, to assist the Company in identifying prospective investors and procuring Proceeds in addition to the Company’s “best efforts.” The Company anticipates being able to accept funds for subscriptions in the forms of cryptocurrencies, wire and ACH transfers, personal and cashier checks, and credit cards. Proceeds from this Offering will be held in an escrow account administered by Encore Bank (“Encore”) until an Investor’s subscription has been successfully processed and the funds are transferred to a Company operating account for any corporate use. As of the date of this Offering Circular, the Company has engaged KoreTransfer USA, LLC as the transfer agent for this Offering. See “Plan of Distribution” below.

Persons who successfully subscribe for and purchase Series A Preferred Shares will be shareholders of the Company (“Series A Preferred Shareholders”) subject to the terms of the Amended and Restated Articles of Incorporation and Bylaws of Tokenova Worldwide, Inc. (Exhibit 2b and Exhibit 2c, respectively) and will hereinafter be referred to as “Investors” or in the singular an “Investor.” The acceptance of Investor funds may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received.

This is the first offering of securities to the public by the Company and there are no selling securityholders in this Offering.

Prior to this Offering, there has been no public market for the Series A Preferred Shares or any other Company capital stock, and no public market is expected to develop. The Offering price for a Series A Preferred Share is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list or register any Series A Preferred Shares nor any other Company capital stock on any securities market. The Company is not required to register any Company capital stock with the SEC or any securities market. The management of the Company and Affiliates currently do not receive compensation from the Company though they may in the future and these transactions may involve certain conflicts of interest. See “Risk Factors,” “Compensation of Directors and Officers” and “Conflicts of Interest” below.

Investing in the Series A Preferred Shares are speculative and involves substantial risks, including risk of complete loss. Prospective Investors should subscribe for and purchase these securities only if they can afford a complete loss of their investment. See “Risk Factors” below. There may be material income tax risks associated with investing in the Company that prospective investors should also consider. See “Federal Tax Treatment” below.

RULE 251(D)(3)(I)(F) DISCLOSURE. RULE 251(D)(3)(I)(F) PERMITS REGULATION A OFFERINGS TO CONDUCT ONGOING CONTINUOUS OFFERINGS OF SECURITIES FOR MORE THAN THIRTY (30) DAYS AFTER THE QUALIFICATION DATE IF: (1) THE OFFERING WILL COMMENCE WITHIN TWO (2) DAYS AFTER THE QUALIFICATION DATE; (2) THE OFFERING WILL BE MADE ON A CONTINUOUS AND ONGOING BASIS FOR A PERIOD THAT MAY BE IN EXCESS OF THIRTY (30) DAYS OF THE INITIAL QUALIFICATION DATE; (3) THE OFFERING WILL BE IN AN AMOUNT THAT, AT THE TIME THE OFFERING CIRCULAR IS QUALIFIED, IS REASONABLY EXPECTED TO BE OFFERED AND SOLD WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE; AND (4) THE SECURITIES MAY BE OFFERED AND SOLD ONLY IF NOT MORE THAN THREE (3) YEARS HAVE ELAPSED SINCE THE INITIAL QUALIFICATION DATE OF THE OFFERING, UNLESS A NEW OFFERING CIRCULAR IS SUBMITTED AND FILED BY THE COMPANY PURSUANT TO RULE 251(D)(3)(I)(F) WITH THE SEC COVERING THE REMAINING SECURITIES OFFERED UNDER THE PREVIOUS OFFERING; THEN THE SECURITIES MAY CONTINUE TO BE OFFERED AND SOLD UNTIL THE EARLIER OF THE QUALIFICATION DATE OF THE NEW OFFERING CIRCULAR OR ONE HUNDRED EIGHTY (180) CALENDAR DAYS AFTER THE THIRD ANNIVERSARY OF THE INITIAL QUALIFICATION DATE OF THE PRIOR OFFERING CIRCULAR. THE COMPANY INTENDS TO OFFER THE SECURITIES DESCRIBED HEREIN ON A CONTINUOUS AND ONGOING BASIS PURSUANT TO RULE 251(D)(3)(I)(F). THE COMPANY INTENDS TO COMMENCE THE OFFERING IMMEDIATELY AND NO LATER THAN TWO (2) DAYS FROM THE INITIAL QUALIFICATION DATE. THE COMPANY REASONABLY EXPECTS TO OFFER AND SELL THE SECURITIES STATED IN THIS OFFERING CIRCULAR WITHIN TWO (2) YEARS FROM THE INITIAL QUALIFICATION DATE.

The Company will commence sales of the Series A Preferred Shares immediately upon qualification of the Offering by the U.S. Securities and Exchange Commission.

OFFERING PROCEEDS TABLE

1: The Offering price of a Series A Preferred Share to Investors was arbitrarily determined by the Company.

2: The Company is not using an underwriter for the sale of the Series A Preferred Shares. The commissions listed are those for Andes Capital Group, LLC (“Andes Capital”), a FINRA broker-dealer, acting as the Broker-Dealer of Record and Managing Broker-Dealer for this Offering on a best-efforts basis. Andes Capital will receive a Broker-Dealer of Record fee equal to one percent (1%) of the aggregate sales of the Series A Preferred Shares and potentially an Investor Outreach fee equal to five percent (5%) of the aggregate sales of the Series A Preferred Shares directly attributable to the efforts of Andes Capital or additional participating FINRA-member placement agents up to a maximum of $20,000,000 of Series A Preferred Shares (Investor Outreach Fee not to exceed $1,000,000). Andes Capital will further receive a one-time Onboarding and Consulting fee of $7,500 to cover expenses anticipated to be incurred by Andes Capital in connection with the initial onboarding of the Offering, including coordination with third-party vendors and general advisory services regarding the Offering. To the extent any such onboarding expenses are not actually incurred, the balance of this one-time fee will be reimbursed to the Company, pursuant to FINRA Rule 5110(g)(4)(A).

3: Series A Preferred Shares will be offered and sold directly by the Company, the Company’s Directors, Officers, affiliates and employees. No commissions for selling Series A Preferred Shares will be paid to the Company, the Company’s Directors, Officers, affiliates or employees.

4: There are no selling securityholders in this Offering.

i

TABLE OF CONTENTS

 ii 

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Company’s Amended and Restated Articles of Incorporation and the Bylaws of the Company (see Exhibits 2b and 2c, respectively), and the Subscription Agreement (see Exhibit 4), should be carefully read in their entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and the Amended and Restated Articles of Incorporation or Bylaws, the terms contained within the Amended and Restated Articles of Incorporation or Bylaws shall prevail and control, and no subscriber or potential Investor should unduly rely on any reference herein to the Amended and Restated Articles of Incorporation or Bylaws without consulting the actual underlying document.

The Company intends to develop and operate a unified digital platform designed to support the structuring, issuance, and lifecycle management of private securities focusing upon issuing entities that intend to operate in critical technological and national security-related industries. See “Description of the Business” below.

1

NOTICES

Investment Funds immediately available for Company use

The Offering is not underwritten by any FINRA broker-dealer and the Series A Preferred Shares are offered on a “best efforts” basis by the Company through the actions of its directors, officers and employees. The Company has not set a Minimum Offering Amount for this Offering and any proceeds received by the Company during the Offering Period will not be held in trust utilizing an escrow account conditioned on the aggregate amount of Proceeds raised through this Offering; therefore, any proceeds delivered to the Company following a successful subscription will be immediately available for any corporate purpose use at the Company’s sole discretion. Commencing on the qualification date of this Offering, all funds received by the Company in full payment of subscriptions for Series A Preferred Shares will be deposited into a corporate account and immediately available for any corporate purpose.

TREASURY DEPARTMENT CIRCULAR 230 NOTICE. TO ENSURE COMPLIANCE WITH CIRCULAR 230, INVESTORS ARE HEREBY NOTIFIED THAT: (I) ANY DISCUSSION OF FEDERAL TAX ISSUES CONTAINED OR REFERENCED TO IN THIS OFFERING CIRCULAR IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THEM UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR THE CODE; (II) ANY SUCH DISCUSSION IS MADE IN CONNECTION WITH THE PROMOTION AND MARKETING BY THE ISSUER OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS OFFERING CIRCULAR; AND (III) INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISER.

THIS OFFERING CIRCULAR HAS BEEN PREPARED FROM DATA SUPPLIED BY SOURCES DEEMED RELIABLE BY THE ISSUER AND DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF ANY MATERIAL FACT. IT CONTAINS A SUMMARY OF MATERIAL PROVISIONS OF DOCUMENTS REFERRED TO HEREIN. STATEMENTS MADE WITH RESPECT TO THE PROVISIONS OF SUCH DOCUMENTS ARE NOT COMPLETE AND REFERENCE IS MADE TO THE ACTUAL DOCUMENTS FOR COMPLETE REVIEW. THIS OFFERING CIRCULAR IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DOCUMENTS AS THEY MAY BE AMENDED, AND ALL DOCUMENTS RELATED THERETO, COPIES OF WHICH WILL BE MADE AVAILABLE UPON REQUEST AND SHOULD BE THOROUGHLY REVIEWED PRIOR TO PURCHASING THE SECURITIES BEING OFFERED BY THE COMPANY.

FLORIDA RESIDENTS: INVESTORS WHO RESIDE IN FLORIDA ARE PROVIDED A THREE (3) DAY RIGHT OF RESCISSION OF ANY INVESTMENT TENDERED TO THE ISSUER AND CALCULATED FROM THE DATE OF THE SUBSCRIPTION.

NASAA LEGEND

BY ACCEPTANCE OF THIS OFFERING CIRCULAR, PROSPECTIVE INVESTORS RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A PURCHASE OF THE SECURITIES. IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

NOTICE TO NON-UNITED STATES RESIDENTS

IT IS THE RESPONSIBILITY OF ANY ENTITIES WISHING TO PURCHASE THE SECURITIES TO SATISFY THEMSELVES AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES.

BY ACCEPTANCE OF THIS OFFERING CIRCULAR, INVESTORS RECOGNIZE AND ACCEPT THE NEED TO CONDUCT THEIR OWN THOROUGH INVESTIGATION AND DUE DILIGENCE BEFORE CONSIDERING A PURCHASE OF THE SECURITIES. THE CONTENTS OF THIS OFFERING CIRCULAR SHOULD NOT BE CONSIDERED TO BE INVESTMENT, TAX, OR LEGAL ADVICE AND EACH PROSPECTIVE INVESTOR SHOULD CONSULT WITH THEIR OWN COUNSEL AND ADVISORS AS TO ALL MATTERS CONCERNING AN INVESTMENT IN THE SECURITIES THROUGH THIS OFFERING.

PATRIOT ACT RIDER

THE INVESTOR HEREBY REPRESENTS AND WARRANTS THAT THE INVESTOR IS NOT, NOR IS IT ACTING AS AN AGENT, REPRESENTATIVE, INTERMEDIARY OR NOMINEE FOR, A PERSON IDENTIFIED ON THE LIST OF BLOCKED PERSONS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPARTMENT OF TREASURY. IN ADDITION, THE INVESTOR HAS COMPLIED WITH ALL APPLICABLE U.S. LAWS, REGULATIONS, DIRECTIVES, AND EXECUTIVE ORDERS RELATING TO ANTI-MONEY LAUNDERING, INCLUDING BUT NOT LIMITED TO THE FOLLOWING LAWS:

(1) THE UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM ACT OF 2001, PUBLIC LAW 107-56, AND (2) EXECUTIVE ORDER 13224 (BLOCKING PROPERTY AND PROHIBITING TRANSACTIONS WITH PERSONS WHO COMMIT, THREATEN TO COMMIT, OR SUPPORT TERRORISM) OF SEPTEMBER 11, 2001.

COMPANY MANAGEMENT HAS PROVIDED ALL OF THE INFORMATION STATED HEREIN.

THE ISSUER AND COMPANY MANAGEMENT MAKE NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE COMPLETENESS OF THIS INFORMATION OR, IN THE CASE OF PROJECTIONS, ESTIMATES, FUTURE PLANS, OR FORWARD LOOKING ASSUMPTIONS OR STATEMENTS, AS TO THEIR ATTAINABILITY OR THE ACCURACY AND COMPLETENESS OF THE ASSUMPTIONS FROM WHICH THEY ARE DERIVED, AND IT IS EXPECTED THAT EACH PROSPECTIVE INVESTOR WILL PURSUE HIS, HER, OR THE ENTITY’S OWN INDEPENDENT INVESTIGATION.

IT MUST BE RECOGNIZED THAT ESTIMATES OF THE COMPANY’S PERFORMANCE ARE NECESSARILY SUBJECT TO A HIGH DEGREE OF UNCERTAINTY AND MAY VARY MATERIALLY FROM ACTUAL RESULTS.

2 

FORWARD LOOKING STATEMENTS

Forward-looking statements are inherently uncertain due to the fact they address potential events or outcomes occurring in the future and not historical data. This Offering Circular contains forward-looking statements that involve various risks and uncertainties. The use of words such as “anticipated,” “projected,” “forecasted,” “estimated,” “pro forma,” “prospective,” “believes,” “expects,” “plans,” “future,” “intends,” “should,” “can,” “could,” “might,” “potential,” “continue,” “may,” “will,” and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular, and the Company undertakes no obligation to publicly update or revise any ‎forward-looking information, ‎other than as required by applicable law.

INVESTOR SUITABILITY STANDARDS

All persons who purchase Series A Preferred Shares of the Company pursuant to the Subscription Agreement, attached hereto as Exhibit 4, must comply with the Investor Suitability Standards as provided below. It is the responsibility of the purchaser of the Series A Preferred Shares to verify compliance with the Investor Suitability Standards. The Company may request that a prospective purchaser and Investor verify compliance, but the Company is under no obligation to do so. By purchasing Series A Preferred Shares pursuant to this Offering, the prospective purchaser and Investor self-certifies compliance with the Investor Suitability Standards. If, after the Company receives a prospective Investor’s funds and transfers ownership of the Series A Preferred Shares, the Company discovers that the prospective Investor does not comply with the Investor Suitability Standards as provided, the transfer will be deemed null and void ab initio and the Company will return the prospective Investor’s funds to the purported purchaser. The amounts returned to the purported purchaser will be equal to the purchase price paid for the Series A Preferred Shares less any costs incurred by the Company in the initial execution of the null purchase and any costs incurred by the Company in returning the prospective Investor’s funds. These costs may include any transfer fees, sales fees and commissions, or other fees paid to transfer agents or brokers.

The Company’s Series A Preferred Shares are being offered and sold only to “Qualified Purchasers” as defined in Regulation A.

Qualified Purchasers include:

(i) “Accredited Investors” defined under Rule 501(a) of Regulation D (as explained below); and,

(ii) All other Investors so long as their investment in the Company’s Series A Preferred Shares does not represent more than ten percent (10%) of the greater of the Investor’s, alone or together with a spouse or spousal equivalent, annual income or net worth (for natural persons), or ten percent (10%) of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

The Series A Preferred Shares are offered hereby and can be sold to Investors that meet one (1) of the two (2) categories of Qualified Purchasers provided above. To qualify as an Accredited Investor, for purposes of satisfying one (1) of the tests in the Qualified Purchaser definition, an Investor must meet one (1) of the following conditions: 

1) An Accredited Investor, in the context of a natural person, includes anyone who:

(i) Earned income that exceeded $200,000 (or $300,000 together with a spouse or spousal equivalent) in each of the prior two years, and reasonably expects the same for the current year; or

(ii) Has a net worth over $1,000,000, either alone, or together with a spouse or spousal equivalent (excluding the value of the person’s primary residence); or

(iii) Holds in good standing a Series 7, 65, or 82 license.

2) Additional Accredited Investor categories include:

(i) Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities and Exchange Act of 1934 (the “Exchange Act”); any investment advisor registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisors Act”) or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) under the Investors Advisers Act; any insurance company as defined in Section 2(a)(13) of the Securities Act; any investment company registered under the Investment Fund Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company (SBIC) licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are Accredited Investors;

(ii) Any private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940;

(iii) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(iv) Any director or executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(v) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 506(b)(2)(ii) of the Securities Act;

(vi) Any entity in which all of the equity owners are Accredited Investors as defined above;

(vii) Any natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such Act, but for the exclusion provided by either Section 3(c)(1) or Section 3(c)(7) of such Act;

(viii) Any “family office,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1):

(ix) Any “family client,” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements defined in the immediately preceding criterion and whose prospective investment in the issuer is directed by such family office pursuant to the “family office” sub-criterion (c) above; and,

(x) Any entity, of a type not listed in criteria (i), (ii), (iii), (v) or (vi) above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000 where “investments” for the purposes of this criterion is defined in Rule 2a51-1(b) under the Investment Company Act (17 CFR 270.2a51-1(b)).

Each prospective purchaser of Series A Preferred Shares may be required to furnish such information as the Company may demand, in its sole discretion, to determine whether any person or entity purchasing Series A Preferred Shares is an Accredited Investor.

3

RISK FACTORS

The Company commenced preliminary business development operations on March 31, 2026 and is organized as a corporation under Chapter 78 of Nevada Revised Statutes (the “NRS”) and the laws of the State of Nevada. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the development of real estate and operations of a senior living community, in a competitive industry. There is a possibility that the Company could sustain losses in the future.

There can be no assurances that the Company will operate profitably. An investment in the Series A Preferred Shares involves a number of risks. Investors should carefully consider the following risks and other information in this Offering Circular before purchasing any Series A Preferred Shares. Without limiting the generality of the foregoing, Investors should consider, among other things, the following risk factors:

Inadequacy Of Funds

Gross Offering Proceeds up to seventy-five million dollars ($75,000,000.00) may be realized. The Company’s Management believes that such Proceeds will capitalize and sustain the Company sufficiently to allow for the implementation of its business plan as it relates to the development and operation of a unified platform designed to support the structuring, issuance, and lifecycle management of private securities. If only a fraction of this Offering is sold, or if certain assumptions contained in Company’s business plans prove to be incorrect, the Company may have inadequate funds to fully develop its business in accordance with its business model and may need debt financing or other capital investment to fully implement the Company’s business plans. Furthermore, if the funds raised through this Offering are inadequate, the percentage of equity ownership of an Investor may be reduced in the future if the Company is required to raise additional capital through the issuance of additional capital stock shares with rights and preferences as determined in the sole discretion of the Company.

Dependence On Management

In the early stages of development, the Company’s business will be significantly dependent on the experience, knowledge, skills, abilities and networks of the Company’s Directors and Officers to effectively implement the Company’s business plan. The Company currently does not possess “key man” insurance policies covering either the life or ability to perform for any director or officer of the Company. The loss of any of the Company’s Directors or Officers for any reason could have a material adverse effect on the Company’s business, operating results and financial conditions.

Limited Operating History Which Makes Future Performance Difficult to Predict

The Company possesses a limited operating history and operating capital. Prospective investors should consider an investment in the Series A Preferred Shares of this Offering in light of the risks, uncertainties and difficulties frequently encountered by other newly formed companies with similar objectives as the Company. The Company will possess minimal operating capital and for the foreseeable future will be dependent upon its ability to finance operations from the sale of equity or other financing alternatives which may include various forms of indebtedness. The failure to successfully raise adequate operating capital could result in Company bankruptcy or other event which would have a material adverse effect on the Company and its Investors. With the Company possessing a limited operating history and operating capital there can be no assurance that the Company will achieve its investment or operating objectives.

Substantial Doubt Exists Regarding the Company’s Ability to Continue as a Going Concern

The Company was incorporated on March 31, 2026 and, as of the date of this Offering Circular, the Company has not generated any revenue and our operations have been funded through advances from affiliates. As of May 31, 2026, the Company possesses negative working capital and an accumulated deficit of one hundred thousand five hundred thirty-eight U.S. dollars ($100,538). The ability of the Company to continue as a going concern is dependent upon future sales and obtaining additional capital and financing. While the Company believes in the viability of its ability to raise additional funds, there can be no assurances to that effect. As such, substantial doubt exists regarding the Company’s ability to continue as a going concern for a period of at least twelve (12) months from the date of this filing. Failure to raise additional short-term capital could have a negative impact on not only the Company’s financial condition but also upon the Company’s viability.

4

Investors Should Seek Their Own Independent Counsel

Investors in the Company have not been represented by independent counsel with respect to the Company or this Offering. Attorneys assisting in the formation and governance of the Company and the preparation of this Offering Circular have represented only the Company and were directed by its principals. The terms of the Company’s Amended and Restated Articles of Organization and Bylaws which include indemnification, duties of the Company’s Management and the rights and responsibilities assigned to the Company’s capital stock shares, were not negotiated at arm’s length. Potential investors are advised to seek the opinions of independent legal and tax counsel prior to investing in the Company. (See also “Fiduciary Responsibility of the Management” and “Securities Being Offered” below.)  

The Company is Not Subject to Sarbanes-Oxley Regulations and May Lack the Financial Controls and Procedures of Public Companies

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes-Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes-Oxley Act of 2002, and its financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company’s financial and disclosure controls and procedures. If the Company were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company’s results of operations and financial conditions.

Sensitivity to General Economic Conditions

The financial success of the Company can generally be identified as being sensitive to any adverse changes and trends in the general macro- or micro-economic conditions of the United States, such as recession, inflation, unemployment, and interest rates. Such changing economic conditions could reduce demand in the marketplace for the Company products and services or increase Company expenses relative to its production of goods and the provision of services. The Company has no control over these general economic conditions, their changes nor their effects on business or consumer behavior which could produce or cause a material adverse effect on the Company’s business, results of operations and financial conditions.

Possible Fluctuations in Company Operating Results

The Company’s operating results may fluctuate significantly from period to period as a result of a variety of economic and social factors, including many factors that are not in the control of the Company. Some factors that may contribute to operating result fluctuations include, but are not limited to: purchasing patterns of securities investors; securities investor demands; number of and types of companies offering securities; timing and market acceptance of new services and investing platform changes introduced by the Company; competitive substitute offerings and securities-offering platforms; debt service requirements and principal-reduction payments; variances in Company revenue rates, capitalization rates, and future platform utilization rates; material increases in insurance and digital-system security costs; potential liabilities associated with Company sponsored subsidiaries and offerings; inability to obtain favorable short-term or long-term financing; and general economic conditions. Consequently, Company revenues and expenses may vary by fiscal quarter, and the Company’s operating results may experience material fluctuations and variations which may cause material adverse effect(s) on the Company’s business, operating results and financial condition.

5

Risks Of Borrowing and Indebtedness

Since the Company is likely to incur or utilize various forms of indebtedness in the execution of the business plan, which may include but not limited to lines-of-credit, short-term borrowing or long-term debt, a portion of the Company’s cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. There is no guarantee that Company will be able to refinance outstanding indebtedness or refinance the indebtedness at terms that are advantageous or acceptable to the Company. Typical loan agreements also might contain restrictive covenants which may impair the Company’s operating flexibility. Such typical loan agreements would also provide for default under certain circumstances, such as a failure to meet certain financial covenants defined within the loan agreement. A default by the Company under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of owners of the Company’s securities. A judgment creditor could have the right to foreclose on any of Company’s assets resulting in a material adverse effect on the Company’s business, operating results and financial condition.

Changes to Execution of The Business Plan Possible

The Company’s business plan will focus on developing and operating a small-business capital markets infrastructure platform and that focus may change. The Company’s primary business endeavor of investing in the development of a digital-infrastructure platform utilizing the various technologically advanced equipment and software required to produce a robust, functional capital markets platform is capital intensive and may be subject to a variety of statutory and regulatory requirements as well as influenced by variable market conditions. The technologies anticipated to be used in the development of digital-infrastructure platform may advance faster than the Company can efficiently implement into their platform designs or operations requiring the Company to modify platform designs or operations based upon the dynamics of the technological advancements experienced. The Company’s Management believes that the Company’s chosen business plan and strategies are achievable in light of current economic and legal conditions with the background, experience, knowledge, skills, and abilities of the Company’s Directors, Officers, affiliates and advisors. The Company’s Management reserves the right to make significant modifications to the Company’s stated investment strategies, platform development and business operations depending upon future events and market conditions.

Management Discretion as To Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under the “Use of Proceeds” section. The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which the Company deems to be in the best interests of the Company and its shareholders in order to address changed circumstances or perceived opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to the application and allocation of the net proceeds raised from this Offering. Investors in the Series A Preferred Shares offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the Investors must depend.

Control of Company Activity Exclusive to Management

The Company’s Directors and Officers possess exclusive control on all investment decisions, operations, management and the day-to-day activities of the Company. Investors in this Offering will have no control or input in determining the investment strategies implemented by Management, the decisions regarding Company operations or any day-to-day activities of the Company. The Management may change investment strategies or Company operations from time-to-time at the sole discretion of the Management without requesting or requiring the input of Series A Preferred Share Investors and no assurances can be given that such a change in investment strategy or Company operations would not be adverse to the interests of the Company’s Investors. Further, the Company’s Series A Preferred Shares are non-voting shares and do not possess the right to take part in the conduct or control of any business matter related to or concerning the management and operations of the Company.

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The Company's Success Depends on the Performance of Co-Investors, Partners, Distributors, Contractors and Suppliers

The Company will be dependent on our co-investors, corporate partners, distributors, contractors and suppliers during the execution of the business plan including development, construction and operation of the proposed capital-markets infrastructure platform. The loss of or lack of performance by the Company’s co-investors, corporate partners, distributors, contractors or suppliers that provide key products or services associated with the development, construction or operation of the Company’s infrastructure platform could harm the Company's business, financial condition, cash flow and performance. In the event a Company co-investor is unable to timely provide funds in accordance with any investment agreements or service contracts, the Company may be required to provide additional funds or possibly lose its investment in a project intended to create improvement(s) to or within the infrastructure platform if funds are not available and the project is abandoned. Similarly, in the event that a key supplier of either labor or products to the operation of the proposed infrastructure platform were to be unable to perform their duties, the Company may experience increased expenses or possibly the inability to operate the infrastructure platform until the labor, products or services are replaced. Loss of or non-performance of a co-investor, corporate partner, distributor, contractor or supplier may cause adverse material effect on the Company’s operating results and financial condition. Consequently, you should not invest in the Company unless you are willing to entrust the Company Management’s selection of co-investors and the selection and contracting of corporate partners, contractors and suppliers to provide key products and services to the Company in the development and operation of the infrastructure platform.

Damage to Reputation Could Negatively Impact our Business, Results of Operations and Financial Condition

The Company’s reputation and the quality of the Company’s brand, infrastructure platform, operations, subsidiaries and facilities are critical to our business success and will be instrumental to the Company’s future success as the Company forms and enters into any new corporate relationships, products, services and markets. Any incident that erodes confidence in the Company’s brand, infrastructure platform, operations, subsidiaries or facilities could significantly reduce the Company's economic value and damage the Company’s brand, infrastructure platform, business and future business opportunities. The Company may be adversely affected by any negative publicity, regardless of the source or accuracy of the information. Also, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience. The availability of information on social media platforms is virtually immediate as is its impact. Information posted may be adverse to the Company’s interests or may be inaccurate, each of which may harm the Company’s brand, infrastructure platform, performance, prospects or business. The harm may be immediate and may disseminate rapidly and broadly, without affording the Company an opportunity for redress or correction. The costs to the Company to correct inaccuracies or attempt to repair any reputational damage to Company’s brand, infrastructure platform, operations, subsidiaries or facilities may be significant and require material expenditures over an unknown duration. Reputational damage could result in a material adverse effect on the Company’s brand, business, operating results and financial condition.

Investors Will be Unable to Evaluate Company’s Capital Markets Platform or Asset Portfolio Prior to Investment

The Company does not own any real property, personal business property or other tangible assets prior to or at the time of this Offering. None of the real property, business property, operating companies, the capital markets infrastructure platform, or other tangible assets in which the Company will invest in or develop are identified at this time; therefore, any potential Investor is unable to review and evaluate the Company’s property or business asset portfolio to determine whether to invest in the Company. However, the general business goals of the Company are to invest in the development and operation of a digitally-enabled capital markets infrastructure platform focused upon enabling regulated access to private market opportunities in critical technology sectors as further described herein. The Company may later have a specific, identifiable portfolio of real property, business property, operating companies and tangible assets which an Investor may be able to review in accordance with Company established policies and public disclosures.

Investors Will Have No Opportunity to Evaluate or Approve of Future Acquisitions or Capital Investments

The Company’s business model includes requiring the Company to identify and actively pursue winning management teams and disruptive entrepreneurs in early-stage companies aimed at causing disruption within their industry and either leading or participating in unproven or novel innovations in advanced technology. These early-stage companies are anticipated to either utilize the Company’s proposed capital markets infrastructure platform or as a possible capital investment by the Company or both. The Company may enter into non-binding letters of intent with certain early-stage companies regarding possible capital investment subject to due diligence and material investigation. As of the date of this Offering Circular, there is no information regarding the specific identity or performance of any particular company that a prospective investor can evaluate when determining whether to invest in the Company, and investors will generally not have an opportunity to evaluate or approve of any future Company acquisition or investment. Prospective investors must rely solely on the Company and Company Management with respect to the selection, amount and economic merits of each potential acquisition or capital investment.

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If the Company is Deemed an “Investment Company” Under the Investment Company Act, We May Be Required to Institute Burdensome Compliance Requirements and Our Activities May Be Restricted.

In connection with the Section 3(a)(1)(A) and Section 3(a)(1)(C) analysis under the Investment Company Act, the determination of whether an entity is a majority-owned subsidiary of the Company is made by us. The Investment Company Act defines a majority-owned subsidiary of a person as a company with fifty percent (50%) or more of the outstanding voting securities of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. The Investment Company Act further defines voting security as any security presently entitling the owner or holder thereof to vote for the election of directors of a company. We intend to treat companies in which the Company owns at least a majority of the outstanding voting securities as majority-owned subsidiaries. We also treat subsidiaries of which the Company or our wholly-owned or majority-owned subsidiary is the General Partner (in a General Partner-managed entity) or managing member (in a member-managed entity) or in which our agreement or the agreement of our wholly-owned or majority-owned subsidiary is required for all major decisions affecting the subsidiaries (collectively “Controlled Subsidiaries”), as majority-owned subsidiaries even though none of these issued by such Controlled Subsidiaries meets the definition of voting securities under the Investment Company Act. The Company reached its conclusion on the basis that the interests issued by the Controlled Subsidiaries are the functional equivalent of voting securities. The Company has not asked U.S. Securities and Exchange Commission (the “SEC”) staff for concurrence of our analysis, our treatment of such interests as voting securities, or whether the Controlled Subsidiaries, or any other of our subsidiaries, may be treated in the manner in which we intend, and it is possible that the SEC staff could disagree with any of our determinations. If the SEC staff were to disagree with our treatment of one or more companies as majority-owned subsidiaries, we would need to adjust our strategy and our assets. Any such adjustment in our strategy could have a material adverse effect on the Company.

Furthermore, although the Company plans to develop and implement robust internal procedures to track valuations of our operating subsidiaries on an ongoing basis so as not to fail the forty percent (40%) asset test and be deemed as an “investment company” under the Investment Company Act, there can be no assurances that our procedures will be effective at all times. If such measures or procedures proved to be ineffective, the Company could be forced to adjust our business strategy, which could limit our ability to make certain investments or require us to sell assets in a manner, at a price or at a time that we otherwise would not have chosen. This could negatively affect the sustainability of our business model.

If we were at any time required to register and function as a regulated investment company under the Investment Company Act, the Company would have to comply with a broad range of regulatory requirements, including limitations on our capital structure and our ability to borrow; restrictions on our investments; limitations on the composition of our board of directors; and reporting, record-keeping and disclosure obligations. If we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business, and criminal and civil actions could be brought against us.

Registration with the SEC as an investment company would be costly, would subject the Company to a host of complex regulations and would divert attention from the conduct of our business, which could materially and adversely affect the Company. In addition, if we purchase or sell our assets to avoid becoming an investment company under the Investment Company Act, our net asset value, the amount of funds available for use in operations or investment and our ability to make distributions could be materially adversely affected.

Projections: Forward Looking Information

The Company’s Management has prepared projections regarding the Company’s anticipated financial performance. The Company’s projections are hypothetical and based upon factors influencing the business of the Company. The projections are based on Management’s best estimate of the probable results of operations of the Company, based on present circumstances, and have not been reviewed by the Company’s independent accountants. These projections are based on several assumptions, set forth therein, which the Management believes are reasonable. Some assumptions upon which the projections are based, however, invariably will not materialize due to the inevitable occurrence of unanticipated events and circumstances beyond the Company’s control. Therefore, actual results of operations will vary from the projections, and such variances may be material. Assumptions regarding future changes in revenues and expenses are necessarily speculative in nature.

In addition, projections do not and cannot take into account such factors as general economic conditions, unforeseen regulatory changes, the entry into the Company’s target market of additional competitors, the terms and conditions of future capitalization, and the many other risks inherent to the Company’s business. While the Company’s Management believes that the projections accurately reflect possible future results of the Company’s operations, those results cannot be guaranteed.

Reliance on Management’s Selection of Capital Investments

The Company’s ability to achieve its operational objectives is dependent upon the performance of the Management team in the selection of appropriate third-party personnel and vendors to assist in the development and operation of the proposed digitally-enabled capital markets infrastructure platform and entities in which the Company determines to invest its capital to acquire ownership positions, in whole or in part. Investors in the Series A Preferred Shares offered will have no opportunity to evaluate the terms of contracts entered into by the Company with respect to development and operation of the digitally-enabled capital markets infrastructure platform or any proposed transaction(s) for capital investments in suitable entities. Investors in the Series A Preferred Shares must rely entirely upon the Company Management’s knowledge, skill and ability and advisors in their processes related to third-party vendor selection and potential capital investment(s) in promising entities and business models utilizing the Company’s digitally-enabled capital markets infrastructure platform.

8

The Company Expects to Invest Capital into Operations and Entities Operating in a Highly-Regulated Environment

The Company will be subject to a wide variety of local, state, federal, and international laws, regulations, licensing schemes, and industry standards in the United States, the EU and other countries and regions in which the Company may chose to operate. These laws, regulations, and standards govern numerous areas that are important to our business, and include, or might in the future include, those relating to all aspects of the securities industry, financial services, tokens, derivatives, trading in tokenized securities, fraud detection, customer protection, anti-money laundering, sanctions regimes, data privacy, data security, risk management and other technology-related aspects such as decentralized finance (“DeFi”) integration, protocol partnerships and smart contract usage. The substantial costs and uncertainties related to complying with these laws and regulations continue to increase, and our introduction of new products or services, expansion of our business into new jurisdictions or subindustries, acquisitions of other businesses that operate in similar regulated spaces, or other actions that we may take might subject us to additional laws, regulations, or other government or regulatory scrutiny. Regulations are intended to ensure the integrity of financial markets, to maintain appropriate capitalization of broker-dealers and other financial services companies, and to protect customers and their assets. These regulations could limit the Company’s business activities through capital, customer protection, and market conduct requirements, as well as restrictions on the activities that the Company is authorized to conduct.

The Company intends to operate in a highly regulated industry and, despite our efforts to comply with applicable legal requirements, like all companies in burgeoning DeFi-related industries, the Company must adapt to frequent changes in laws and regulations, and face complexity in interpreting and applying evolving laws and regulations to our business, heightened scrutiny of the conduct of financial services firms and increasing penalties for violations of applicable laws and regulations. The Company might fail to establish and enforce procedures that comply with applicable legal requirements and regulations. The Company might be adversely affected by new laws or regulations, changes in the interpretation of existing laws or regulations, or more rigorous enforcement. The Company’s ability to offer certain products may also be impacted by actions taken by government regulators. There is a risk that regulators could request or require the Company to cease offering specific products or services. Such regulatory actions could lead to the suspension or termination of product offerings, which may result in increased compliance costs, financial losses and negative publicity. The Company also might be adversely affected by other regulatory changes related to the Company’s obligations with regard to suitability of financial products, supervision, sales practices, application of fiduciary or best interest standards. The violation of these or future requirements or laws and regulations could result in administrative, civil, or criminal sanctions against the Company, which may adversely impact the Company’s business, results of operations and financial condition.

The Market and Regulatory Framework for Tokenized Securities are Emerging and are Subject to Rapid Change

The markets for tokenized securities are in the early stages of development and remain subject to considerable uncertainty in terms of market structure, liquidity, and regulation. Blockchain-based trading venues and decentralized exchanges may offer significantly less liquidity, transparency, and regulatory oversight compared to national securities exchanges. This could lead to fragmented markets, inefficient price discovery, and persistent pricing disparities between tokenized and traditional securities.

In addition, the legal and regulatory treatment of tokenized securities continues to rapidly adapt and evolve. United States (U.S.) federal and state regulators, as well as international authorities, have provided limited and sometimes incomplete guidance. For example, the SEC has stated that tokenized securities are subject to existing securities laws, while other agencies, such as the CFTC, continue to evaluate and opine on potential frameworks for digital asset tokenization. In addition, the U.S. Congress continues to consider and enact various forms of proposed legislation that could include provisions that would impact the legal constructs around the tokenization of securities inside the U.S. Outside the U.S., approaches also vary. In the European Union, the Digital Ledger Technology (“DLT”) Pilot Regime Regulation applies to tokenized securities and provides targeted exemptions from certain regulations, but such exemptions are not guaranteed to become remain permanent or in their current form. Similarly, the Monetary Authority of Singapore treats certain crypto-assets as capital market products (“CMPs”) and securities governed by the Securities and Futures Act 2001 (“SFA”) and the Financial Advisers Act 2001 (“FAA”) as well as other relevant subsidiary legislation.

This legislative and governing body uncertainty creates regulatory and compliance risk, as future rulemaking, enforcement actions, or shifts in interpretation could impose new obligations or restrictions on the Company’s operations, products, or counterparties. The uncertainty also creates operational risk, as the successful tokenization, issuance and trading of tokenized securities depend upon reliable systems for development, issuance, custody, valuation, and disclosure. Any regulatory change, operational failure, or loss of market confidence in the could materially and adversely affect the Company’s ability to issue or facilitate trading in tokenized securities which would be expected to result in a material adverse effect on the Company’s business, operating results and financial condition.

9

The Company Faces Intense and Increasing Competition Which May Increase Costs or Decrease Revenue, Income and Rates of Return

The Company will operate in a rapidly changing and highly competitive industry, and the Company’s results of operations and future prospects depend in part on the Company’s ability to generate and issue new tokenized securities, monetize the Company’s products and services, increase the value of the Company assets, and innovate and create successful new products and services and thereafter continuously improve any existing products and services. Many of the Company’s competitors have greater resources than the Company and they may have products and services that are more appealing to potential customers or they may operate under more permissive jurisdictions thereby providing potential competitive advantage.

Although there are regulatory and other barriers to entering the markets the Company anticipates serving, the Company nonetheless expects competition to continue to increase. The Company faces competition from both established enterprises and early-stage companies that are attempting to capitalize on the same, or similar, opportunities and private capital market participants as the Company. Some current and potential competitors have longer operating histories, particularly with respect to digital financial services products, significantly greater financial, technical, marketing, and other resources, and existing large customer bases. This may allow them to offer more competitive pricing or other terms or features, a broader range of digital financial products, or a more specialized set of specific products or services, as well as respond more quickly than the Company can to new or emerging technologies and changes in investor and customer preferences. Additionally, when new competitors seek to enter the Company’s target market(s), or when existing market participants seek to increase their market share or revenues, they may offer terms, including fee structures, that are more favorable than the Company can, which could result in a decrease of the Company’s market share or revenues or lead the Company to adopt less profitable business practices, or otherwise exert downward pressure on Company revenues and results of operations. With increased competition, the Company may be required to incur additional costs or expenses relative to revenue to initiate, maintain or grow the Company’s token network and the market acceptance of the Company’s products and services.

The Company currently anticipates competing with a variety of competitors, including:

·

other tokenization platforms that may have similar market partners and services;

·

asset managers and other traditional financial institutions that build their own technology or possess licenses rather than engage with third-party providers like the Company; and,

·

crypto-related companies that operate in more permissive international jurisdictions or take greater regulatory risks than the Company is willing to take.

The Company believes that our ability to compete depends upon many factors, both within and beyond the Company’s control, including, but not limited to, the following:

2: Based upon percentage of offering amount of Series A Preferred Shares without any additional subscriber incentive allocations issued and 20,000,000 outstanding Class B Common Stock shares.

3: Based upon percentage of offering amount of Series A Preferred Shares with maximum subscriber incentive allocations issued for that specific offering amount (7.5% of additional Series A Preferred Shares issued per individual $250,000 subscription) and 20,000,000 outstanding Class B Common Stock shares.

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In addition to the outstanding Class B Common Stock and the subscriber incentive allocations, the Company has utilized two (2) Promissory Notes that are potentially convertible into equity of the Company. Promissory Notes were the financing vehicles used to access initial capital from affiliates to cover the Company’s initial corporate formation, organization and Offering expenses. The total funding available to the Company through the Promissory Notes is not exceed two hundred and fifty thousand U.S. dollars ($250,000). These Promissory Notes are potentially convertible into equity of the Company. The holder or “Payee” of the Promissory Notes possess the option to convert all or any portion of the outstanding principal balance and accrued but unpaid interest due under the Promissory Notes into equity of the Company under terms to be determined by the parties and documented in a separate written agreement or instrument. As of the date of this Offering Circular, neither the potential class nor the amount of equity securities to be issued in the event the holder of the Promissory Note opts for conversion of any outstanding balance due thereunder is determinable; therefore, the potential dilutive effects cannot be quantified within the prior dilution example table. The conversion of either Promissory Note into equity of the Company will have a dilutive effect to Investors in this Offering. See also “Interest of Management and Others in Certain Transactions” below, Exhibit 6a and Exhibit 6b.

The Company may also engage in other financing events including future equity raises. In the event the Company sells equity securities subsequent to an Investor’s purchase of the Series A Preferred Shares through this Offering or future offerings, the Investor’s proportionate ownership of the Company will be further diluted.

Future dilution

Another important way of looking at dilution is the dilution that occurs due to potential future actions by a company. An investor’s stake in a company could be diluted due to the company issuing additional capital stock shares. In other words, when the company issues more capital stock shares, the percentage of the company that the investor owns will decrease, even though the value of the company may increase. An investor will own a smaller piece of a larger company. This increase in the number of shares outstanding could result from a capital stock offering (such as an initial public offering, a crowdfunding round, a venture capital round, or private-placement angel investment), employees or another third-party exercising stock options, or by the conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into capital stock.

If a company decides to issue more capital stock shares, an investor could experience value dilution, with each capital stock share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned by the company per share (though this typically occurs only if the company offers dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings back into the company).

The type of dilution that affects early-stage investors most often occurs when the company sells more capital stock shares in a “down round,” meaning the capital stock shares are sold at a lower company valuation than in earlier offerings. An example of how this “down round” dilution might occur is as follows (the numbers provided herein are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into capital stock shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors (i.e., the converting notes get more capital stock shares than the new investors would for the same amount). Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a capital share price ceiling. Either way, the holders of the convertible notes get more capital shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors, because the holders of the convertible notes get more capital stock shares for their funds. Investors should pay careful attention to the number of convertible notes that the company has issued (and may issue in the future, and the terms of those convertible notes.)

If you are making an investment in a company expecting to own a certain percentage of the company or expecting each capital stock share to hold a certain amount of value, it is important to understand and realize how the economic value of those capital shares can decrease by actions taken by the company. Dilution can make material changes to the economic value of each capital stock share, the ownership percentage of the capital stock shares, the voting control afforded by the capital stock shares, and the earnings per capital stock share.

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PLAN OF DISTRIBUTION

The Company is offering up to offering of seven million five hundred thousand (7,500,000) Series A Preferred Shares with a maximum number of five hundred sixty-two thousand five hundred (562,500) Series A Preferred Shares eligible to be issued as incentive allocations to subscribers based upon their investment level as described in this Offering Circular. No additional consideration will be received by the Company for the issuance of Series A Preferred Shares derived from subscriber incentive allocations and the Company will not incur any additional costs relating to the issuance of the subscriber incentive allocations. The Maximum Offering Amount is seventy-five million U.S. dollars ($75,000,000), the Offering price per Series A Preferred Share is ten U.S. dollars ($10.00) and the Minimum Investment Amount to become a Series A Preferred Share holder is five thousand U.S. dollars ($5,000.00) for five hundred (500.0) Series A Preferred Shares.

The Offering will be made through general solicitation, direct solicitation, and marketing efforts whereby Investors will be directed to https://portal.criticaltech.exchange/tokenovaworldwide (the “Platform”) to invest. The Company has engaged Andes Capital Group LLC (“Andes Capital”), an independent FINRA broker-dealer to assist with the Series A Preferred Share sales as the Broker-Dealer of Record for the Offering in exchange for a one percent (1%) fee deducted from the aggregate Series A Preferred Share sales. Compensation to Andes Capital derived from its role as Broker-Dealer of Record from the Company’s sales of Series A Preferred Shares shall not exceed seven hundred fifty thousand dollars ($750,000). Andes Capital is also appointed to act as the “Managing Broker Dealer” for the Offering whereby Andes Capital is authorized to form, organize, and manage a syndicate of FINRA member broker-dealers (each, a "Selling Group Member" and collectively, the "Selling Group") to assist with the solicitation and sale of securities in this Offering.

The Company anticipates Andes Capital may receive additional compensation for Series A Preferred Share sales pursuant to Andes Capital introducing the Offering to its network of institutional and accredited investors through its “Investor Outreach Services.” Andes Capital will be entitled to a fee equal to five percent (5%) of the Series A Preferred Share sales gross proceeds raised solely from investors directly introduced to the Offering by Andes Capital or by any Selling Group Member and traceable to such introduction efforts (collectively, the "Outreach-Sourced Proceeds"). The aggregate Outreach-Sourced Proceeds on which the Investor Outreach Services fee is calculated shall be capped at twenty million U.S. dollars ($20,000,000), such that the aggregate compensation payable shall not exceed one million U.S. dollars ($1,000,000). This one million U.S. dollar ($1,000,000) Investor Outreach Services fee cap is a single, shared cap covering both (i) fees retained by Andes Capital for investors it directly introduces and (ii) any reallowance paid to Selling Group Members for their direct introduction to Company investors; in no event shall the fee for Investor Outreach Services exceed one million U.S. dollars ($1,000,000).

The Offering is conducted on a “best-efforts” basis. No Commissions or any other remuneration for the Series A Preferred Shares sales will be provided to the Company, the Directors, any Officer, or any employee of the Company, relying on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Commissions or any other remuneration for the Series A Preferred Shares sales will be paid only to FINRA-member broker-dealers as provided for above.

The Company will not limit or restrict the sale of the Series A Preferred Shares during this twelve (12) month Offering period other than the investor suitability standard qualifications and restrictions specified above. No market exists for the Series A Preferred Shares or any other class of Company capital stock and no market is anticipated or intended to exist in the near future, therefore there is no plan to stabilize the market for any of the Company securities to be offered.

The Company, Directors, Officers, and employees of the Company are primarily engaged in the Company’s business of corporate development and management, and none of them are, or have ever been, brokers nor dealers of securities in the United States. The Company, Directors, Officers, and employees will not be compensated in connection with the sale of securities through this Offering. The Company believes that the Directors, Officers, and employees, if any, are associated persons of the Company not deemed to be brokers under Exchange Act Rule 3a4-1 because: (1) no Director, Officer, or employee is subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act at the time of their participation; (2) no Director, Officer, or employee will be compensated in connection with his participation by the payment of commissions or by other remuneration based either directly or indirectly on transactions in connection with the sale of securities through this Offering; (3) no Director, Officer, or employee is an associated person of a broker or dealer; (4) the Directors, Officers, and employees, if any, primarily perform substantial duties for the Company other than the sale or promotion of securities; (5) no Director, Officer, or employee has acted as a broker or dealer within the preceding twelve (12) months of the date of this Offering Circular; (6) no Director, Officer, or employee will participate in selling this Offering after more than twelve (12) months from the Effective Date of the Offering.

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Andes Capital has agreed to act as the Broker-Dealer of Record (the “Broker of Record”) and a Managing Broker Dealer to assist in connection with this Offering. Andes Capital is not purchasing or selling any securities offered by this Offering Circular, nor is it required to arrange the purchase or sale of any specific number or dollar amount of securities in this Offering. However, Andes Capital has agreed to use their best efforts to arrange for the sale of the Series A Preferred Shares offered through this Offering Circular. The Company has engaged KoreTransfer USA, LLC as the transfer agent for this Offering. Proceeds from this Offering will be held in an escrow account administered by Encore Bank (“Encore”) until an Investor’s subscription has been successfully processed and the funds are transferred to a Company operating account for any corporate use.

The Company will also publicly market the Offering using general solicitation through methods that include e-mails to potential Investors, the internet, social media, and any other means of widespread communication.

This Offering Circular will be furnished to prospective investors via download twenty-four (24) hours per day, seven (7) days per week on the Company’s Platform at https://portal.criticaltech.exchange/tokenovaworldwide and via of the SEC’s EDGAR filing system.

The following table shows the total discounts and commissions payable to Andes Capital in connection with this Offering by the Company:

1: Andes Capital acting as Broker-Dealer of Record for the Offering in exchange for a one percent (1%) fee deducted from the aggregate Series A Preferred Share sales.

2: Maximum possible Investor Outreach Services fee of five percent (5%) deducted from the aggregate Series A Preferred Share sales capped at twenty million U.S. dollars ($20,000,000) with aggregate compensation payable not to exceed one million U.S. dollars ($1,000,000).

Other Broker-Dealer Terms

Andes Capital has also agreed to provide the following operations and compliance services in exchange for the compensation discussed above:

In addition to the compensation derived from the Series A Preferred Share sales described above, there will be a one-time onboarding and consulting fee (the “Onboarding and Consulting Fee”) of seven thousand five hundred U.S. dollars ($7,500), due and payable to Andes Capital upon execution of the Broker-Dealer Engagement Agreement. The Onboarding and Consulting Fee will cover expenses anticipated to be incurred by Andes Capital for such as services provided by Andes Capital in connection with the initial onboarding of the Offering, including coordination with third-party vendors and general advisory services regarding the Offering. To the extent any such expenses are not actually incurred, the balance of this one-time fee will be reimbursed to the Company, pursuant to FINRA Rule 5110(g)(4)(A).

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Excluding pass-through expenses, the maximum aggregate compensation payable by the Company to Andes Capital is one million seven hundred fifty-seven thousand five hundred U.S. dollars ($1,757,500). This maximum aggregate compensation would consist of (i) seven hundred fifty thousand U.S. dollars ($750,000) for Broker of Record Services, (ii) one million U.S. dollars ($1,000,000) for Investor Outreach Services fee (shared between Andes Capital and any Selling Group Members as a single capped pool), and seven thousand five hundred U.S. dollars ($7,500) for the Onboarding and Consulting Fee.

The Issuer (Tokenova Worldwide, Inc.) will also be responsible for all FINRA Corporate Financing filing fees associated with this Offering (the “FINRA Filing Fees”). The FINRA Filing Fees are estimated to total eleven thousand seven hundred fifty U.S. dollars ($11,750), comprising the one-time FINRA standard document fee of five hundred dollars ($500) plus 0.015% of the proposed maximum aggregate offering of seventy-five million U.S. dollars ($75,000,000) equaling approximately eleven thousand two hundred fifty U.S. dollars ($11,250).

Incentive Allocations and Perk Program

All subscribers to this Offering and Investors will be eligible to receive additional Series A Preferred Shares at no additional cost and other possible perks based upon the number of Series A Preferred Shares they purchase. The Company will issue the additional Series A Preferred Shares that are derived from the subscriber incentive program from the Company’s authorized Series A Preferred Shares, and to the extent subscriber incentives are issued, they will neither increase nor reduce the Offering Proceeds the Company anticipates receiving through this Offering from the sales of Series A Preferred Shares.

Subscriber incentive allocations of Series A Preferred Shares based upon the subscriber’s capital investment amount will be issued simultaneously with the total number of Series A Preferred Shares subscribed for by the Investor. The total number of Series A Preferred Shares that may be issued through the subscriber incentive allocation program is estimated to be five hundred sixty-two thousand five hundred (562,500) Series A Preferred Shares. No fractional shares will be issued by the Company through this Offering. All subscribers and Investors will be eligible to receive the calculable number of subscriber incentive allocation and perks corresponding to the increments and capital thresholds described hereafter.

Tokenova Worldwide, Inc. shareholders may receive priority consideration for future company-sponsored opportunities, Special Purpose Vehicles (“SPVs”), co-investments, strategic investments, capital products, and other initiatives. Subscriber incentive allocations that subscribers and investors may qualify for include: Founder Allocation (an additional three percent (3%) of Series A Preferred Shares for capital investments in excess of $50,000); Strategic Allocation (an additional five percent (5%) of Series A Preferred Shares for capital investments in excess of $100,000); Leadership Allocation (an additional seven and one-half percent (7.5%) of Series A Preferred Shares for capital investments in excess of $250,000); and Strategic Investor Circle benefits (for capital investments in excess of $1,000,000) which includes the Leadership Allocation and may include enhanced management access, quarterly strategy briefings, priority review of future opportunities, and participation privileges in select future offerings, subject to applicable law, regulatory requirements, offering terms, and Company discretion.

Subscriber Incentive Allocations

Tokenization of Series A Preferred Shares

The Company’s intends to issue all Series A Preferred Shares (security) to securityholders as an Issuer-sponsored tokenized security utilizing a Layer 1 (“L1”) blockchain protocol to create a crypto asset representing the Series A Preferred Shares acquired. The Company intends to utilize digital ledger technology (DLT) as the system the Company will use to record ownership and any subsequent transfers of the Series A Preferred Shares (the “master securityholder file”), such that any future transfer of the crypto asset (the Series A Preferred Shares) on the crypto network automatically results in a record of the transfer of the security on the master securityholder file. The Company (or its agent) will thereafter maintain the master securityholder file on one (1) or more crypto networks which will effectively function as “onchain” database records. The Series A Preferred Share security holder will possess access to their Company security holdings through their individual account maintained on the Company Platform. The Company’s transfer agent will further monitor compliance with any proposed transfer of Series A Preferred Shares and possess access to the onchain master securityholder file.

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SELLING SECURITYHOLDERS

There are no selling securityholders in this Offering.

USE OF PROCEEDS

The Company intends for approximately one hundred percent (100%) of the net Proceeds from the Offering to be used for the development of the Company’s proprietary digitally-enabled capital markets infrastructure platform for securities issuers anticipated to be advancing critical technologies and the Company’s initial working capital and operating expenses.

The net proceeds to the Company from the sale of up to seven million five hundred thousand (7,500,000) Series A Preferred Shares offered at an offering price of ten U.S. dollars ($10.00) per Series A Preferred Share will vary depending upon the total number of Series A Preferred Shares sold. The table below shows the intended net proceeds from this Offering, indicating scenarios where the Company sells various amounts of the Series A Preferred Shares. There is no guarantee that the Company will be successful at selling any of the securities being offered in this Offering. Accordingly, the actual amount of proceeds the Company raises in this Offering, if any, may differ.

The allocation of net Proceeds is structured on a priority basis. At lower raise levels, a greater percentage is directed toward Platform & Technology Development and Working Capital & Operations to ensure the Company builds a robust ownership, intelligence, and liquidity infrastructure. As gross Proceeds increase, the allocation shifts toward Asset Origination, Integration & Strategic Investments (including a strong pipeline of critical technology infrastructure opportunities) and Ecosystem Development. This approach ensures disciplined capital deployment aligned with the Company’s strategy of building scalable capital infrastructure for the next industrial era.

The offering scenarios presented below are for illustrative purposes only and the actual amounts of proceeds, if any, may differ.

The Company’s priority-based intended use of the Proceeds from this Offering is as follows:

1: Includes the (i) Broker-Dealer of Record one percent (1%) fee deducted from the aggregate Series A Preferred Share sales, (ii) Onboarding and Consulting Fee of $7,000, and (iii) FINRA Filing Fees of $11,750 (does not include possible Investor Outreach Services fees identified in “Plan of Distribution” section above).

2: Offering Expenses includes costs related to preparation, completion and filing of the Form 1-A, including independent audit and accounting services, and legal services fees, and anticipated marketing expenses to execute this Offering. For Offering Expenses, the Company has budgeted $575,000 at the full capital raise. This reflects estimated securities legal, audit, marketing, and setup costs for a professional maximum Tier 2 Regulation A+ offering. Lower offering scenarios use stepped amounts to reflect the front-loaded nature of many of these expenses.

The Company hereby reserves the right to change the anticipated or intended Use of Proceeds of this Offering as described in this Section and as described elsewhere within this Offering Circular.

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DESCRIPTION OF THE BUSINESS 

Strategic Positioning

Tokenova Worldwide, Inc. (the “Company”) is a capital infrastructure enterprise developing ownership, intelligence, and capital coordination systems to support the deployment and scaling of critical technologies.

The Company believes that private markets will increasingly require integrated, compliant, and digitally-enabled infrastructure to support capital formation, programmable ownership, and lifecycle management of real-world assets. Tokenova Worldwide, Inc. is designed to serve as this infrastructure layer.

The Company is positioned at the convergence of programmable digital securities and critical technology infrastructure, enabling more transparent, data-driven, and governed participation in long-duration critical technology assets.

Business Overview

Tokenova Worldwide, Inc. is a capital infrastructure enterprise focused on enabling regulated access to private market opportunities in critical technology sectors.

These critical technology sectors include, but are not limited to:

• Advanced manufacturing and industrial technologies
• Artificial intelligence and robotics
• Cybersecurity and defense technologies
• Airspace intelligence and next-generation mobility systems
• Energy and infrastructure systems
• Aerospace and deep space technologies

The Company’s objective is to integrate capital formation, digital ownership infrastructure, and real-world asset environments into a unified platform designed to support the structuring, issuance, and lifecycle management of private securities.

The Company believes that recent developments in regulation, digital infrastructure, and private market demand have created a convergence that enables the emergence of scalable capital infrastructure platforms for private securities and critical technology assets.

Tokenova Worldwide, Inc. operates as a capital infrastructure coordination layer. Certain regulated activities, including the issuance and management of digital securities, are conducted through CriticalTech.Exchange, a platform powered by KoreInside and other appropriately licensed third-party providers.

Tokenova Worldwide, Inc. operates as a capital infrastructure enterprise and ecosystem developer, with activities organized across four integrated components:

1. Capital Formation. Tokenova Worldwide, Inc. raises capital through Regulation A+ offerings and other permitted structures to fund the development and operation of its capital infrastructure platform and ecosystem. These activities enable investor participation in the growth of the enterprise and its capabilities across critical technology sectors.