Pre-Qualification Amendment Number 1 utilizing Form 1A/A for the Offering Circular first filed on July 1, 2026, for Tokenova Worldwide, Inc. This Amendment Number 1 incorporates amendments in the Offering Circular to include material changes and content within the Form 1-A, Parts II and III (Offering Circular) responsive to United States Securities and Exchange Commission Comment Letter dated July 28, 2026.

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/A Offering Circular

Regulation A Tier 2 Offering

Offering Circular 

Amendment #1

For 

Tokenova Worldwide, Inc.

a Nevada corporation 

September 14, 2026

1: One (1) Series A Preferred Stock share is convertible into one (1) Class A Common Stock share. See “Securities Being Offered” section for further details.

2: Company Class A Common Stock shares possess a par value of $0.0001 per Class A Common Stock share. See “Securities Being Offered” section for further details.

3: The Company is offering up to 7,498,125 shares of Series A Preferred Stock, including a maximum of 523,125 additional shares of Series A Preferred Stock valued at the Offering Price of $10.00 per Series A Preferred Stock potentially issued as an incentive allocation and benefit to eligible investors based on their investment level, as further described in this Offering Circular. The Company will not receive any additional consideration for Series A Preferred Stock shares issued as an incentive allocations as part of this Offering nor the conversion of Series A Preferred Stock shares into Class A Common Stock shares. Pursuant to Rule 251(a) the total value of the Offering, as reflected here and in Part I of the Offering Statement of which this Offering Circular is part, is $74,981,999.81 and composed of (i) $69,750,000 of gross offering proceeds from investors, (ii) the value of the incentive allocations of $5,231,250 and (iii) the value of the total number of Class A Common Stock into which the Series A Preferred Stock can convert of $749.81. This full amount of $74,981,999.81 is the total amount the Company is offering towards its annual Tier 2 offering cap of $75,000,000 under Rule 251(a)(2). See“Plan of Distribution” section 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”) which are convertible into Class A Common Stock shares (the “Class A Common Shares,” or in the singular, a “Class A Common Share”) at a ratio of one (1) Series A Preferred Share into one (1) Class A Common Share. The Series A Preferred Shares will be convertible into an equivalent number of Class A Common Shares either (i) voluntarily upon the request of the Series A Preferred Shareholder or (ii) mandatory conversion upon the fulfillment of certain conditions defined within the Company’s Second Amended and Restated Articles of Incorporation (see Exhibit 2b, Second Amended and Restated Articles of Incorporation). See “Securities Being Offered” section below.

The Company is executing this Offering 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 “Purchase Price”). 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 Company does not intend to list the Series A Preferred Shares nor 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.

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 (unless extended through the filing of a Post-Qualification Amendment), 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 “Company 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. Cryptocurrencies accepted by the Company as consideration for subscription proceeds are required to be exchanged into U.S. dollars before delivery to the Company’s escrow agent and the Company has engaged KorePay, LLC, an affiliate of Kore US, Inc. and KoreTransfer USA, LLC, as the subscription payment processor and crypto-exchange agent to facilitate subscriber cryptocurrency to U.S. dollar conversions. 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 (“KoreTransfer”) as the transfer agent for this Offering for Company Series A Preferred Share issuance, transfers and management of the Company’s off-chain master securityholder file. The Company’s securities will be issued and recorded electronically and without issuance of a physical share certificate. Tokenization of the Series A Preferred Shares will be completed by Kore US, Inc. and KoreInside and the Company’s Series A Preferred Share security tokens will be recorded on the permission-based non-public blockchain, KoreChain. For further detail regarding the Broker-Dealer of Record, cryptocurrency acceptance, escrow agent, transfer agent and tokenization process see “Plan of Distribution” section below.

The Broker-Dealer of Record and KoreTransfer will process subscriptions for the Series A Preferred Shares in the order in which they are received on an ongoing and continuous basis and the sale of Series A Preferred Shares through successful subscriptions will be completed through the implementation of rolling closings. 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 Second Amended and Restated Articles of Incorporation and Amended and Restated 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.”

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, the Class A Common Shaers 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, Class A Common Shares or 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” sections 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 and offer for sale the Series A Preferred Shares on a continuous basis during the Offering Period.

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.

5: Maximum Offering Proceeds to Company is the gross offering proceeds received from investors assuming maximum issuance of incentive allocations.

6: Maximum Offering Amount is the aggregated value of (i) $69,750,000 of gross offering proceeds from investors, (ii) the value of the incentive allocations of $5,231,250 and (iii) the value of the total number of Class A Common Stock into which the Series A Preferred Stock can convert of $749.81

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 Second Amended and Restated Articles of Incorporation and the Amended 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 Second Amended and Restated Articles of Incorporation or Amended Bylaws, the terms contained within the Second Amended and Restated Articles of Incorporation or Amended Bylaws shall prevail and control, and no subscriber or potential Investor should unduly rely on any reference herein to the Second Amended and Restated Articles of Incorporation or Amended 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” section 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 and operation of a digitally-enabled capital markets infrastructure platform, 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 sixty-nine million six hundred seventy-five thousand U.S. dollars ($69,750,000) may be realized by the Company if the maximum number of Series A Preferred Shares are issued through incentive allocations and up to seventy-five million dollars ($75,000,000.00) may be realized by the Company in the event zero (0) Series A Preferred Shares are issued through incentive allocations. The Company’s Management believes that these Gross Offering 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 Second Amended and Restated Articles of Organization and Amended 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.

6

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.

7

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 future 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 will accept funds for subscription payments only in U.S. dollars (“USD”) and direct payment by prospective investors in the forms of bank wire and ACH transfers, personal and cashier checks, and credit cards through its integrated subscription payment processing agent, KorePay LLC (“KorePay”). The Company will also accept specific cryptocurrencies through its subscription processing agent KorePay for subscription Purchase Price payments. A listing of the specific cryptocurrencies acceptable for use in satisfying a subscription payment is provided below in the subsection entitled “KorePay – Subscription Payment Processor and Cryptocurrency Exchange Agent” below. Subscription proceeds received during this Offering will be held in USD within an escrow account administered by Encore Bank until an Investor’s subscription has been successfully processed and the funds are transferred to a Company operating account for any corporate use.

This Offering will be made through general solicitation, direct solicitation, and marketing efforts that include, but are not limited to, e-mails to potential Investors, the internet, social media, and any other means of widespread communication whereby potential Investors will be directed to https://portal.criticaltech.exchange/tokenovaworldwide (the “Platform”) to invest. 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 and via the SEC’s EDGAR filing system.

This Offering will be conducted on a “best-efforts” basis. No Commissions or any other remuneration for 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 below.

This Offering will commence immediately upon qualification by the United States Securities and Exchange Commission (the “Effective Date”) and 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 (unless extended through the filing of a post-qualification amendment), or (c) the date the Company elects to terminate this Offering in its sole discretion (the “Offering Period”). The Company shall accept and process subscriptions for Series A Preferred Shares in the order in which they are received on a continuous and on-going basis during the Offering Period. The Company will not limit or restrict the sale of the Series A Preferred Shares during the 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 or issued by the Company.

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

24

Subscriber Incentive Allocations for Series A Preferred Shares

All subscribers to this Offering and Investors will be eligible to receive additional Series A Preferred Shares at no additional cost to the Investor based upon the amount of capital invested in the Company. 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 twenty-three thousand one hundred twenty-five (523,125) Series A Preferred Shares. No fractional shares will be issued by the Company through this Offering and any fractional shares issuable due to an incentive allocation will be rounded up to the nearest whole number. All subscribers and Investors will be eligible to receive the calculable number of subscriber incentive allocation corresponding to the increments and capital investment thresholds described hereafter.

Subscriber incentive allocations that subscribers and investors may qualify for include: Founder Allocation (an additional three percent (3%) of Series A Preferred Shares for individual subscriptions and capital investments between $50,000 and $99,990); Strategic Allocation (an additional five percent (5%) of Series A Preferred Shares for individual subscriptions and capital investments between $100,000 and $249,990); and Leadership Allocation (an additional seven and one-half percent (7.5%) of Series A Preferred Shares for capital investments equal to and in excess of $250,000). Subscriber incentive allocations for additional Series A Preferred Shares are non-cumulative and calculated on the capital investment made at the time of closing for each individual successful subscription. The following table summarizes the categories of the Subscriber incentive allocations:

Subscriber Incentive Allocations

* : Incentive Allocations are non-cumulative and calculated on the capital investment made at the time of closing for each individual successful subscription.

The subscription incentive allocations are non-cumulative and calculated based upon the total capital investment made at the time of closing for each individual successful subscription. The following specifies when no subscriber incentive allocation is earned and examples of successful subscriptions corresponding to each Subscriber Category listed above: (i) capital investments between $5,000 and $49,990 receive no additional Series A Preferred Shares; (ii) a $56,000 capital investment (a “Founder Allocation”) receives 5,600 Series A Preferred Shares plus 168 Series A Preferred Shares (3.0%) for a total of 5,768 Series A Preferred Shares; (iii) a $174,000 capital investment (a “Strategic Allocation”) receives 17,400 Series A Preferred Shares plus 870 Series A Preferred Shares (5.0%) for a total of 18,270 Series A Preferred Shares; and, (iv) a $750,000 capital investment (a “Leadership Allocation”) receives 75,000 Series A Preferred Shares plus 5,625 Series A Preferred Shares (7.5%) for a total of 80,625 Series A Preferred Shares. For the removal of any doubt with respect to the subscription incentive allocations being non-cumulative, if a subscriber invests $750,000 they do not receive a cumulative (x) 10.5% on the first $99,990, and (y) 12.5% on the $149,990 between $100,000 and $249,000, and (z) 7.5% on the $500,000 between $250,000 and the total subscription amount of $750,000; therefore, the investor making a Leadership Allocation capital investment is limited to receiving 75,000 Series A Preferred Shares plus 7.5% allocation of additional Series A Preferred Shares (5,625) for a total of 80,625 Series A Preferred Shares. Similarly, the Company is not obligated and it is in the Company’s sole and absolute discretion to integrate multiple smaller individual subscriptions into one larger subscription for the purposes of allowing a subscriber move up into a higher subscriber category.

Offering Execution Participants

The Company has engaged the following entities to assist in the execution of this Offering: Andes Capital Group, LLC, FINRA Member Broker-Dealer as Offering Broker-Dealer of Record; Encore Bank as the Offering escrow agent; KoreTransfer USA, LLC as the Company’s transfer agent and registrar; KorePay LLC as the Company’s subscription payment processor and cryptocurrency exchange agent; and indirectly, ForumPay as the crypto payment gateway and market interface.

Andes Capital Group, LLC – FINRA Member Broker-Dealer

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 and a Managing Broker Dealer for 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.

Andes Capital has agreed to act as the Broker-Dealer of Record for this 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, in the event the maximum incentive allocation shares are issued, shall not exceed six hundred ninety-seven thousand five hundred U.S. dollars ($697,500). 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).

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The following table shows the total Series A Preferred Shares sale-based compensation payable to Andes Capital in connection with this Offering by the Company:

1: Total Offering value includes (i) $69,750,000 of gross offering proceeds from investors to Company, (ii) the value of maximum incentive allocations of $5,231,250 and (iii) the value of the total number of Class A Common Stock into which the Series A Preferred Stock can convert of $749.81.

2: Andes Capital acting as Broker-Dealer of Record for the Offering in exchange for a one percent (1%) fee deducted from the aggregate Offering Proceeds from Series A Preferred Share sales of $69,750,000 which assumes value of maximum incentive allocations of $5,231,250 included in Tier 2 offering cap of $75,000,000.

3: 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 for Investor Outreach Services 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).

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) maximum possible compensation of seven hundred fifty thousand U.S. dollars ($750,000) for Broker of Record Services, (ii) maximum possible compensation of 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.

Offering Expenses - FINRA Filing Fees

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 possible aggregate offering of seventy-five million U.S. dollars ($75,000,000) equaling approximately eleven thousand two hundred fifty U.S. dollars ($11,250).

The Broker-Dealer Engagement Agreement between Company and Andes Capital is included as Exhibit 6c.

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Encore Bank – Escrow Agent

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. Offering Proceeds received during the subscription process will be deposited into a non-interest-bearing checking account with Encore, as depository (the "Escrow Account"), for the purpose of receiving and holding the proceeds of the Offering (net of any fees and applicable holdbacks determined by the Placement Agent, the "Escrow Funds").

Each subscriber to the Offering will be instructed by the Company to pay the total Purchase Price as indicated on the applicable Subscription Agreement executed through the Offering Portal, in the form of a credit card, check, wire transfer, or Automated Clearing House (“ACH”) payment payable to the order of "Encore Bank, as Escrow Agent for Tokenova Worldwide, Inc.” Following receipt of a subscriber's Purchase Price payment, the Placement Agent will review with the Company the proposed subscription for the Series A Preferred Shares. Upon the Company's review and acceptance of the Subscription Agreement and Purchase Price payments, Offering Proceeds shall be automatically released to the Escrow Account as Escrow Funds.

Proceeds in the form of wire or other electronic funds transfers are deemed deposited into the Escrow Account and considered "Collected Funds" when received by Encore, the Escrow Agent. Any Purchase Price payments tendered in the form of a check, draft or similar instrument are deemed deposited when the collectability thereof has been confirmed in the reasonable business judgement of Encore; after such time, such Payments are considered "Collected Funds." Encore shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account. In the event any subscriber’s check is deemed uncollectible for any reason, Encore will notify the Company and Managing Broker-Dealer of the uncollectable payment, the reason for the return, and return the check to the failed subscriber.

Encore will hold all Escrow Funds in escrow and such monies shall not become the property of the Company, any subscriber or Investor, or the Managing Broker-Dealer, unless and until the conditions to permit disbursement of such monies have been fully satisfied as set forth in the Escrow Agreement included herewith as Exhibit 8. The Escrow Funds shall be disbursed by Encore from the Escrow Account by wire transfer to the Company, or such lesser amount as may be specified in such written instructions, promptly after receipt of written instructions from both the Company and Managing Broker-Dealer.

Escrow Agent shall continue to accept deposits of additional subscription payments until a date (the "Final Closing Date") which is the earlier of (i) the date on which Encore receives written notification that the Company has accepted Subscriptions in the aggregate amount of the Maximum Offering Amount, or (ii) the date on which Encore receives written notification of the Company's determination of a final closing date for receipt of Escrow Funds. Promptly from the Final Closing Date, Encore shall return directly to the subscriber in the same method as the subscriber caused payment to be delivered, the principal amount of any Escrow Funds received after the Final Closing Date and Encore shall cease to accept any additional Escrow Funds.

If the Company and the Placement Agent give written notice to Encore of the termination or withdrawal of the Offering, then promptly after receipt of such notification, Encore shall return, as a complete distribution, each subscriber’s Escrow Funds without deduction, penalty, or expense to each subscriber utilizing the same method as the subscriber caused the Purchase Price payment to be delivered; provided, however, that to the extent a subscriber's Escrow Funds were received from a merchant processor or a qualified intermediary, such funds shall be deducted by the merchant processor or returned to the qualified intermediary, as the case may be. In the event of the termination of the Offering, the Escrow Funds shall not, under any circumstance, be returned to the Company or Managing Broker-Dealer.

In the event an individual subscriber is entitled to terminate its Subscription Agreement, or the Company rejects an individual subscriber’s Subscription Agreement, Encore shall, upon a written instruction signed by both the Company and Managing Broker-Dealer, promptly return directly to such terminating or rejected subscriber that portion of the Escrow Funds associated with the certain subscriber that are held by Encore as specified in the written instruction. If Encore has not yet collected subscriber’s tendered funds but has submitted the subscriber's check for collection, Encore shall promptly return the tendered funds after such funds have been collected.

The Escrow Agreement between Company, Andes Capital (the “Managing Broker-Dealer” therein and Encore is included as Exhibit 8.

KoreTransfer USA – Transfer Agent and Registrar

The Company has engaged KoreTransfer USA, LLC (“KoreTransfer”) as the transfer agent and registrar for this Offering where KoreTransfer will keep on its secure online platform the Company’s share ledger, register and branch registers of transfers, digital securities/security tokens, and electronic certificates on behalf of and under the authority of the Company. KoreTransfer as the Company’s transfer agent and registrar will:

With respect to distributions made by the Company securityholders, KoreTransfer will assist the Company in making distributions for dividends, revenue share or interest payments and make such distributions which may be declared from time to time on the securities of the Company. KoreTransfer will pay such dividends and other distributions after receipt at its principal office of (i) a certified copy of the resolution of the Company’s board of directors declaring such dividends or other distributions or similar documentation that is acceptable to KoreTransfer, and (ii) funds in an amount sufficient for the payment of such dividends and any cost associated with delivery of funds. In the event KoreTransfer shall hold any amount of distributions which are unclaimed or cannot be paid for any reason, KoreTransfer shall hold same in a current or other non-interest bearing account pending appropriate dispersal of the funds in consideration of any legal requirements and in accordance with the Transfer Agent Agreement or by mutual arrangement of the Company and KoreTransfer.

The Master Services Agreement between Company and Kore, Inc., including affiliate KoreTransfer, is included as Exhibit 6d.

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KorePay – Subscription Payment Processor and Cryptocurrency Exchange Agent

The Company will only directly accept U.S. dollars (“USD”) for subscription payments though intends to accept the following forms of cryptocurrency through its Company Platform integrated subscription payment and cryptocurrency exchange agent, KorePay, for conversion into USD and delivery to the Company as payment for a subscription of Series A Preferred Shares:

A subscriber electing to use cryptocurrency as a form of consideration will be utilizing the Company Platform’s integrated subscription payment functionality with the Company’s cryptocurrency exchange agent, KorePay. The subscriber will select an accepted cryptocurrency and the exchange rate for the selected cryptocurrency is valued by ForumPay, a crypto payment gateway and market interface, through the aggregation of price feeds from several major cryptocurrency exchanges to provide the best available real-time exchange rate at the time of each proposed transaction. The subscriber will be informed by KorePay of the number of relevant cryptocurrency units corresponding to the subscriber’s aggregate Purchase Price in USD to complete the transaction and the time limit for which this cryptocurrency exchange rate is valid. Upon subscriber’s approval of the proposed cryptocurrency exchange transaction and payment amount, KorePay will process the subscriber’s cryptocurrency payment, convert the subscriber’s chosen cryptocurrency into USD and deliver the resulting USD for deposit into the Company’s escrow account in satisfaction of the subscriber’s Purchase Price payment. The subscriber pays no transaction fee for the use of an accepted cryptocurrency as consideration for payment of the subscription Purchase Price in the KorePay system. The subscriber is responsible for any blockchain transaction or “gas” fee associated with the native blockchain network for which the subscriber utilizes to record their cryptocurrency holdings and this gas fee is not determined by or payable to either KorePay or the Company.

The Company is receiving USD from a subscriber through KorePay, holding USD in escrow during the subscription approval process and in the event of a rejected subscription, the Company will refund the rejected subscriber its original aggregate Purchase Price, without any deductions, exclusively in USD and not remit any payment to the rejected subscriber in either the original cryptocurrency used to pay the subscribers aggregate Purchase Price or any other cryptocurrency.

Tokenization of Series A Preferred Shares

Electronic Records and Use of Blockchain Allowable Under Nevada Law

Nevada Revised Statutes (NRS) allow a corporation to issue uncertificated shares, maintain corporate records in electronic formats in lieu of physical documents, and utilize blockchain technology for the retention of electronic records so long as the corporation can and will convert an electronic record into a legible paper form in a reasonable amount of time following a legitimate request. The following bullet points specify the authorizations provided for in the NRS for the Company to issue the Series A Preferred Strock shares as tokens on a blockchain.

In the event an Investor desires to create and possess a paper form of their security holdings in the Company, the Investor has the ability to print from their individual account they established on the Company Platform an informational statement of their Company securities ownership contained within the Company’s electronic records. A Company Investor will possess access to their Company security holdings at any time convenient to the Investor through their individual account maintained on the Company Platform.

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Tokens are an Electronic Record of Series A Preferred Shares on a Private Blockchain

The Company’s will 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 (the “token”) representing the Series A Preferred Share acquired and record the token on the permission-based private digital ledger technology (DLT) KoreChain. One (1) Company Series A Preferred Share shall be represented by one (1) Company token and the subscriber will be purchasing their chosen number of Company Series A Preferred Shares with an aggregate Purchase Price set in USD. Company tokens shall not be divisible and will not result in fractional Series A Preferred Shares and only whole Company tokens, each representing one (1) Series A Preferred Share, may be issued or transferred. The total number of Company tokens outstanding at the termination of this Offering will be equal to the total number of Series A Preferred Shares sold and issued, including incentive allocations, by the Company through this Offering.

Validation of the Company’s tokens involves both (i) regulatory/transaction validation and (ii) blockchain validation. The Company’s tokens are validated at issuance by the (i) FINRA-member broker-dealer, (ii) Company and (iii) transfer agent before issuance and recording upon the master securityholder file and KoreChain. Primary issuance of the Company tokens representing the Series A Preferred Shares requires subscriber KYC/AML, OFAC sanctions screening and suitability approval through the FINRA-member broker-dealer's compliance process. Following satisfaction of the applicable subscriber review, compliance approval, subscription execution and funding requirements, the primary issuance of the Company’s tokens are authorized by the Company through execution of the Subscription Agreement for issuance and recording by KoreTransfer, the Company’s SEC-registered transfer agent. KoreTransfer records the securityholder, subscription transaction and updates the Company’s master securityholder file and capitalization records with the approved primary issuance transaction(s) being recorded on the KoreChain blockchain as a validly issued Company token. At the blockchain level, KoreChain validates that the transaction originates through an authenticated and authorized participant or system and that the transaction satisfies the applicable permissions and smart-contract/chaincode rules before the transaction is recorded on the distributed ledger. Once validated and committed to KoreChain, the transaction forms part of the blockchain's transaction history. KoreChain blockchain transactions and electronic records are immutable and a Company-issued token cannot be modified though the status of a Company token may be changed, such as ownership, through a new authorized transaction added to the KoreChain blockchain. The Series A Preferred Share tokens will be represented and managed solely within KoreChain's permissioned blockchain environment and will not be present on any third-party public blockchain. The investor accesses their resulting security holding(s) in the Company via the individual investor’s account established on the Company’s Platform at the beginning of the subscription process.

There are no material delays between the acceptance of a purchaser's subscription by the Company and the recording of the transaction on the master securityholder file and the Company tokens on the KoreChain blockchain by KoreTransfer.

KoreChain Private Blockchain

The Company will utilize the permission-based private DLT KoreChain as the Company’s system to electronically record ownership of the Company’s Series A Preferred Shares. KoreTransfer will maintain the master securityholder file on one (1) or more electronic networks which will effectively function as “off-chain” database records. KoreChain utilizes Hyperledger Fabric as its permissioned Layer 1 blockchain technology and it is a permissioned blockchain network, not a public blockchain network, solely controlled by KoreChain, Inc., an affiliate of Kore US, Inc. and KoreTransfer, the Company’s transfer agent. Access to the KoreChain permissioned blockchain network is limited by KoreChain, Inc. to authenticated and authorized participants, including FINRA and SEC regulated entities, and those approved infrastructure participants utilize verified cryptographic certificates. Unlike public blockchain networks, KoreChain does not impose native gas or blockchain transaction fees on users or the Company token holders since the authenticated and authorized KoreChain participants do not require a financial reward to secure agreement across the blockchain participants.

The KoreChain-native smart contract used to record and validate a Series A Preferred Share token transaction on the KoreChain is not based on any third-party public blockchain token standard. The Company tokens will be represented and managed solely within KoreChain's permissioned blockchain environment and will not be present on any third-party public blockchain. The smart contract utilized by KoreChain contains the legal rights of a Series A Preferred Shareholder (Company token holder) as defined by the Company's Articles of Incorporation, Bylaws, Subscription Agreement, and applicable law. The smart contract provides technical functionality for validating authorized instructions in accordance with the rights, or lack thereof, of the securities being issued for their subsequent issuance, recording, transfer, and any other authorized state changes on the KoreChain distributed ledger. Due diligence performed on each subscriber, transferor and transferee include KYC, AML, sanctions screening, suitability, and any other applicable regulatory determinations are performed off-chain through the efforts of the FINRA member broker-dealer and SEC registered transfer-agent.

KoreChain blockchain is operated as a permissioned enterprise blockchain with redundant infrastructure. In the event the blockchain network becomes temporarily unavailable, new blockchain recording would be suspended until service is restored, while the authoritative securities and transfer-agent records would remain preserved. KoreInside, a proprietary technology developed by Kore US Inc. and utilized by the Company Platform and KoreTransfer, maintains backup and recovery capabilities designed to restore the network and its transaction history. If the underlying blockchain technology were no longer supported, the securities records could be migrated to replacement infrastructure while preserving the authoritative securityholder records and historical audit trail.

Completed KoreChain blockchain transactions and electronic records are immutable and cannot be retroactively altered nor a Company-issued token modified. However, the status of a Company token may be changed through a new authorized transaction added to the KoreChain blockchain, such as an approved transfer, freeze, cancellation, correction, or other permitted Company token lifecycle event. Each such action creates a new recorded transaction on KoreChain while preserving the complete historical audit trail.

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The Company Offering Platform

The Company Platform, https://portal.criticaltech.exchange/tokenovaworldwide, is a Company-branded and customized implementation of existing infrastructure powered by KoreInside and utilized by KoreTransfer. The Company Platform will provide information depicting (i) the Offering Platform dashboard, including the aggregate number of securities/tokens sold and issued and aggregate proceeds raised; (ii) the Investor’s individual account (their “Portfolio”), reflecting their own securities holdings; (iii) Shareholder Communications for the Company and Offering communications; and (iv) amendments, supplements and other SEC filings where required to communicate material changes. The Company Platform will remain in an “off-line” status until the qualification of this Offering. Each potential subscriber will set up their own individual account on the Company Platform. The Company Platform currently will support subscriber registration and onboarding, review and execution of offering documentation, compliance workflow, subscription payment and escrow coordination, investor Company Platform account access, and transfer-agent administration. The tokenization functionality used to create and record such securities is provided through KoreInside's existing digital securities infrastructure which supports the Company Platform’s structure and operations.

The Company Platform interfaces with KoreInside's existing KoreChain infrastructure, which utilizes Hyperledger Fabric as a permissioned Layer 1 blockchain. Subscriber, investor and transaction information is processed through the Company Platform and applicable regulated compliance systems operated by KoreInside and KoreTransfer. Following the required broker-dealer, Company and/or transfer-agent approvals, authorized issuance and transfer instructions are submitted to KoreChain and recorded on the KoreChain distributed ledger. The KoreChain blockchain record is maintained in coordination with the authoritative master securityholder file and capitalization records maintained by KoreTransfer, the Company’s transfer agent.

The Company Platform at the URL specified above is intended to provide interested parties and subscribers visibility into the current status of the Offering and will display a dashboard showing, among other information, the aggregate number of Series A Preferred Shares represented by tokens that have been sold and issued through the Offering and the aggregate amount of Offering proceeds raised to date based on completed and accepted subscriptions and the corresponding securities issuance records maintained through the KoreInside infrastructure utilized by the Company’s transfer agent, KoreTransfer. The Company will also be utilizing the “Shareholder Communications” functionality provided through the KoreInside infrastructure to communicate with investors and shareholders throughout the Offering and after the Series A Preferred Share issuance. Through Shareholder Communications, the Company may provide Offering updates, Company announcements, notices, reports and other communications relevant to investors and shareholders including any required regulatory disclosure concerning material changes to the Offering filed on SEC EDGAR.

A Company Investor will possess unfettered access to their Company security holdings through their individual account (Portfolio) maintained on the Company Platform. The Company’s transfer agent will further monitor compliance with any requested and proposed transfer of the Company’s securities and possess access to the off-chain master securityholder file.

Mechanics and Steps of the Subscription and Investment Process

A subscriber for the Company’s Series A Preferred Shares begins the investment process through the Company’s Platform by establishing an individual account and entering the required subscriber information, providing KYC/AML information, reviewing and executing the Company’s Subscription Agreement, and selecting a payment method. No investor funds are collected merely by submitting the initial subscription information.

The subscriber provided information is submitted to Andes Capital Group, LLC, the FINRA-member broker-dealer acting as Broker-of-Record, which performs the applicable investor onboarding, identity verification, AML and OFAC screening, suitability and other required compliance reviews. A subscription is not accepted until the required compliance review are satisfactorily completed and the Company's applicable acceptance requirements are met. The personally identifiable information used in subscriber due diligence, compliance and permissioning processes is maintained off-chain within the applicable regulated KoreTransfer systems.

Following approval of the subscriber and subscription, the subscriber's selected payment method is processed and the subscription Purchase Price funds are transmitted to the applicable escrow account established by the Company to receive subscriber’s funds. Funds are handled in accordance with the escrow agreement with the Escrow Agent and are not released to the Company until all applicable closing conditions are satisfied.

After the subscription has been accepted and the entirety of the subscription Purchase Price funds have cleared in the escrow account, the Company approves and counter-executes the relevant subscription agreement and authorizes the issuance of the number of Series A Preferred Shares purchased by the investor, together with any applicable incentive allocation shares. Each Company Series A Preferred Share is represented on a one-for-one basis by a corresponding tokenized security record (a Company token).

KoreTransfer records the subscriber, now an investor, as a securityholder, updates the Company's master securityholder file and capitalization records, and the corresponding issuance transaction is recorded on KoreChain, creating an immutable distributed-ledger record of the securities issuance. Personally identifiable information such as the securityholder’s name, address and identification documents is not stored directly on the KoreChain blockchain.

Settlement is completed only after the applicable compliance review, Company acceptance of and counter-execution of the Subscription Agreement, receipt of cleared funds satisfying the Subscription Agreement, KoreTransfer recording the transaction on the Company’s master securityholders file and blockchain recording on KoreChain have occurred. These steps collectively establish the investor's ownership of the issued Series A Preferred Shares.

Following completion of the issuance and settlement process, the investor's account (Portfolio) on the Company’s Platform is updated to reflect the Series A Preferred Shares issued, and the investor receives confirmation of the completed investment. If a subscription is rejected, the subscriber is notified and any funds retained in the Company’s escrow account are returned, in USD, in accordance with the Offering and escrow procedures.

Mechanics and Steps of the Token Transfer Process

A Company token holder initiates a proposed transfer through the Company’s Platform by (i) logging into and accessing the token holder’s individual account, (ii) submitting the required transfer instructions for the proposed transfer, and (iii) submitting information regarding the proposed transferee. Personally identifiable information used in transferor and transferee due diligence, compliance and permissioning processes is maintained off-chain within the applicable regulated KoreTransfer systems.

The Company token holder does not directly transmit the Series A Preferred Share token over the blockchain network (KoreChain). The Company token holder’s transfer request is submitted through the Company token holder’s individual account on the Company’s Platform and routed to KoreTransfer, the Company's transfer agent, for review and processing to determine if the transfer request is a valid transfer request.

A Company token transfer may only be completed following the transferor and proposed transferee satisfying the applicable identity verification, KYC/AML, and OFAC sanctions screening requirements as well as the transferee possessing an authenticated individual account on the Company Platform. The prerequisites for transfers are the aforementioned transferor and transferee screening and transferee must be approved and permissioned within the Company’s Platform before the KoreChain blockchain transaction may be authorized and accessible by the token holder (transferee). The smart-contract workflow will not record a transfer unless authorized by the Company and KoreTransfer, the transfer agent. There are no applicable whitelisting procedures associated with any transfer of a Company token.

Following completion of all required transferor and transferee KYC/AML compliance and transfer-agent approvals, the approved transfer is expected to be recorded by KoreTransfer on the KoreChain substantially contemporaneously with the update to the master securityholder file. Personally identifiable information such as the securityholder’s name, address and identification documents is not stored directly on the KoreChain blockchain.

KoreChain does not impose a native blockchain or gas fee, and no network fee is embedded in a Company Series A Preferred Share token. KoreTransfer, as the Company’s transfer agent, does not charge a transfer fee to a Company token transferor or the transferee.

After the proposed transferee has cleared KYC/AML processes and been approved, and KoreTransfer has authorized the transfer, the master securityholder file is updated and the corresponding transfer transaction is recorded on KoreChain by KoreTransfer, the transfer agent. The KoreChain blockchain record therefore reflects only a Company and transfer agent authorized and approved securities transfer. There are no material delays between the authorization of the transfer by KoreTransfer the recording of the transaction on the master securityholder file and the Company tokens on the KoreChain blockchain by KoreTransfer.

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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 six million nine hundred seventy-five thousand (6,975,000) 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 $7,500, 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 sale, issuance and management of digital securities, are conducted through CriticalTech.Exchange, a platform powered by KoreInside in conjunction other appropriately licensed third-party providers such as those in this Offering, Andes Capital acting as the participating licensed FINRA member broker-dealer and KoreTransfer acting as the SEC-registered transfer agent.

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.

2. Platform Development and Asset Integration. Tokenova Worldwide, Inc. deploys capital to develop, test, and validate its platform capabilities across critical technology ecosystems. These environments may include:

• Advanced manufacturing platforms
• Aerospace and mobility infrastructure
• Energy and industrial systems
• Defense and cybersecurity-related technologies
• Real estate and asset-backed infrastructure platforms

Such deployments are intended to support platform development, validate digital securities and operational intelligence frameworks, and enable integration of investor onboarding, compliance, and lifecycle management systems.

The Company’s capital deployment activities are incidental to its primary business of platform development and ecosystem building. Tokenova Worldwide, Inc. expects that a majority of its capital will be allocated toward platform development, operations, and infrastructure. Capital deployed into pilot programs or structured environments is expected to represent a minority portion of overall activities.

Tokenova Worldwide, Inc. generally does not intend to control or operate underlying assets and instead focuses on enabling infrastructure, coordination, and platform capabilities.

3. Infrastructure and Digital Securities Layer. The Company will develop and operate infrastructure specifically designed to support private offerings, including:

• Investor onboarding and compliance systems
• Transaction processing workflows
• Digital securities and tokenization capabilities
• Capitalization table and investment lifecycle management
• Reporting, data, and analytics systems

The Company expects to use third-party regulated entities to perform regulated functions, such as SEC-registered transfer agents and FINRA-member broker-dealers.

4. Ecosystem Development and Strategic Integration. The Company develops and participates in an ecosystem of strategic relationships to support platform deployment. These relationships may include infrastructure operators, technology providers, manufacturing partners, financial intermediaries, and governmental and institutional entities.

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Revenue Model

Tokenova Worldwide, Inc. expects to generate revenue primarily through platform coordination, structuring, and intelligence-related fees as it builds and scales its capital infrastructure capabilities across critical technology sectors.

The Company’s anticipated revenue sources include:

• Fees for the origination, structuring, and coordination of capital for critical technology infrastructure assets, platforms, and operating companies.
• Platform and infrastructure-related fees from entities that utilize Tokenova Worldwide’s coordination, ownership, and intelligence capabilities.
• Operational intelligence, data, reporting, and analytics services that deliver ongoing performance visibility to investors and operators.
• Integration and deployment support services that align infrastructure assets with programmable ownership frameworks and regulated capital markets infrastructure.

Tokenova Worldwide, Inc. does not act as a broker-dealer, investment adviser, custodian, transfer agent, or securities exchange. All regulated functions, including securities distribution, custody, and transfer agency services, are performed by appropriately licensed third-party providers.

The Company may, from time to time and on a limited basis, participate in platform deployments, SPVs, co-investments, or other structured opportunities when such participation supports platform development, capability validation, or ecosystem growth. Any such participation is expected to be incidental to the Company’s primary business of developing and operating capital infrastructure coordination, ownership, and intelligence capabilities.

Platform Strategy

Tokenova Worldwide, Inc.’s strategy is to position its platform as a foundational infrastructure layer supporting capital formation, ownership, and operational intelligence within private markets.

Tokenova Worldwide, Inc. intends to deploy and validate its platform within critical technology environments, including:

• Mobility systems
• Manufacturing ecosystems
• Infrastructure platforms
• Energy systems
• Aerospace and deep space technologies
• Defense and cybersecurity

Tokenova Worldwide, Inc. intends to establish pilot programs and structured deployments to validate its platform capabilities, including investor onboarding, compliance systems, digital securities frameworks, and operational intelligence features.

As more participants utilize the platform, Tokenova Worldwide, Inc. expects to benefit from network effects, including improved efficiency, richer data insights, greater ecosystem connectivity, and enhanced platform utility.

Capital Investments in Other Entities

Tokenova Worldwide, Inc. is a capital infrastructure enterprise focused on the convergence of programmable digital securities and critical technology infrastructure. The Company originates, structures, and coordinates capital for real-world assets while embedding programmable ownership and operational intelligence capabilities.

As part of building and scaling its platform, Tokenova Worldwide may, from time to time and on a selective basis, acquire or take controlling equity positions in companies operating within its target sectors. In such cases, the Company may seek to integrate these companies as operating subsidiaries (generally targeting ownership of sixty-eight percent (68%) or greater) to directly support platform capabilities, including tokenization of assets and data, operational intelligence infrastructure, and governed liquidity mechanisms.

These strategic positions are intended to advance the Company’s primary business of developing and operating capital infrastructure systems. The Company generally targets more mature companies that have developed meaningful technology, data assets, or operational capabilities aligned with the next industrial era.

In addition to strategic operating subsidiaries, the Company may, on a limited and incidental basis, make minority equity investments in companies that can benefit from or contribute to the Company’s platform and ecosystem. Any such minority investments are expected to represent a minority portion of the Company’s overall capital deployment.

The Company intends to implement robust internal procedures to monitor the value of its holdings on an ongoing basis to ensure that the Company does not become an investment company under the Investment Company Act of 1940. In particular, the Company will seek to ensure that the aggregate value of any “investment securities” (as defined under the Investment Company Act) does not exceed 40% of the value of the Company’s total assets (exclusive of cash and government securities) on an unconsolidated basis.

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Investment Company Act Considerations

The Company intends to conduct its operations so that neither we, nor any of our subsidiaries, is required to register as investment companies under the Investment Company Act. Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding forty percent (40%) of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis, which we herein refer to as the 40% Asset Test.” Excluded from the term “investment securities,” among other things, are U.S. Government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.

The Company intends to monitor our compliance with the 40% Asset Test and the holdings of our subsidiaries to ensure that each of our subsidiaries are also in compliance with an applicable exemption or exclusion from registration as an investment company under the Investment Company Act. The securities issued by any wholly-owned or majority-owned subsidiary that are excluded from the definition of “investment company” based on Section 3(c)(1) or 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of forty percent (40%) of the value of Company total assets on an unconsolidated basis. We believe that neither we nor certain of our subsidiaries will be considered investment companies for purposes of Section 3(a)(1)(A) of the Investment Company Act because the Company and they will not engage primarily or hold themselves out as being primarily engaged in the business of investing, reinvesting or trading in securities. Rather, we and such subsidiaries will be primarily engaged in non-investment company businesses. Consequently, the Company and our subsidiaries expect to be able to conduct our operations such that none will be required to register as an investment company under the Investment Company Act.

The Investment Company Act defines a majority-owned subsidiary of a person as a company where 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 Company treats companies and entities in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries. The determination of whether an entity is a majority-owned subsidiary of our Company is made by us. The Company also treats subsidiaries of which we or our wholly-owned or majority-owned subsidiary is the manager (in a manager-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 (referred to herein as “Controlled Subsidiaries”), as majority-owned subsidiaries even though none of the interests issued by such Controlled Subsidiaries meets the definition of voting securities under the Investment Company Act. The Company reached this conclusion on the basis that the interests issued by the Controlled Subsidiaries are the functional equivalent of voting securities. The Company has not asked the SEC staff for concurrence of our analysis and it is possible that the SEC staff could disagree with any of our determinations. If the SEC staff were to disagree with The Company’s treatment of one (1) 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.

Qualification for exemption from registration under the Investment Company Act will limit the Company’s ability to make certain investments. To the extent that the SEC staff provides more specific guidance regarding any of the matters bearing upon such exclusions, we may be required to adjust our strategy accordingly. Any additional guidance from the SEC staff could provide additional flexibility to us, or it could further inhibit our ability to pursue the strategies we have chosen.

The loss of our exclusion from regulation pursuant to the Investment Company Act could require us to restructure our operations, sell certain of our assets or abstain from the purchase of certain assets, which could have an adverse effect on our financial condition and results of operations. See also the section “Risk Factors” above.

Qualified Small Business

The Company expects to be a “qualified small business” as defined in Section 1202(d) of the Internal Revenue Code of 1986 (the “I.R.C.”), as amended, at and immediately after the issuance of the Series A Preferred Shares. The Company has no predecessor and has never at any time held gross assets in excess of fifty million U.S. dollars ($50,000,000) and does not expect to hold gross assets in excess of fifty million U.S. dollars ($50,000,000) immediately after this Offering (including the proceeds of this Offering).

The Company intends to operate in the future in the manner required for the Series A Preferred Shares offered in this Offering to qualify as “qualified small business stock” as defined in I.R.C. Section 1202(c), so that investors in this Offering (other than corporations) that meet the more than five 5) year holding period specified in I.R.C. Section 1202(a) may be eligible to exclude from gross income for federal income tax purposes one hundred percent (100%) of any gain realized on a future sale or exchange of the Series A Preferred Shares (up to the maximums prescribed in I.R.C. Section 1202(b)) and to receive an equivalent preference for federal alternative minimum tax purposes. While the Company intends to operate in the above referenced manner, the Company cannot assure investors that future market conditions or growth of the Company will permit investors to claim the I.R.C. Section 1202 exclusions.

The Company has not redeemed any of its issued Class B Common Stock since its formation and has no intention to do so at any time within one (1) year of the date of this Offering. It intends to satisfy the “active business requirement” in I.R.C. Section 1202(d) under the aggregation rules in I.R.C. Section 1202(d)(e) as a “parent-subsidiary controlled group” by retaining at least eighty percent (80%) of its assets (by value) in the form of stock representing more than fifty percent (50%), by vote or value, of subsidiary corporations engaged in the active conduct of one (1) or more qualified trades or businesses, as the term “qualified trade or business” is defined in I.R.C. Section 1202(e)(3). It will not hold more than ten percent (10%) of the value of its assets (net of liabilities) in the form of stock or securities of corporations that are not subsidiaries, except to the extent such stock or securities are permitted to be held as working capital or temporary investment under I.R.C. Section 1202(e)(6). The Company and its subsidiaries will strive to avoid engagement in other activities or businesses or the acquisition or holding of assets or positions that would disqualify the Company from being a qualified small business but the Company cannot assure investors that future growth of the Company and its subsidiaries or market conditions will permit investors to claim the I.R.C. Section 1202 exclusions.

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Employees

The Company currently possesses neither full-time nor part-time employees. It is a reasonable expectation that in the future, the Company may hire either full-time or part-time employees for corporate activities related to platform development, operation and maintenance, and corporate administration.

Competition

The Company’s ability to produce revenues will rely on several factors including and not limited to identifying winning management teams and disruptive entrepreneurs willing to engage the Company and its proprietary digitally-enabled infrastructure platform to raise capital in the private market. The Company will compete with angel investor groups, traditional business incubators, business accelerators and venture capital firms many of whom may have an excess of capital and other valuable resources than the Company useful in engaging or investing in other entities.

Intellectual Property

The Company currently neither owns nor licenses any patents or trademarks nor does the Company possess any applications before the U.S. Patent and Trademark Office (the “USPTO”) seeking a patent or trademark. The Company anticipates filing applications with the USPTO for a utility or method patent or any trademark if, in the sole discretion of the Company, it develops any technology, process, product or mark that the filing and prosecution of any such application would benefit the Company.

AFFILIATES

An Affiliate of the Company, Director, Officer or employee means any entity, directly or indirectly, through one (1) or more intermediaries that is controlled by, or under common control with the Company, Director, Officer or employee, as applicable. The term “control,” as used in the immediately preceding sentence, means the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights of the entity or the power to direct or cause the direction of the management or policies of the affiliated entity.

The following entities are affiliated with the Company and are either owned or controlled by the Company or a Director, Officer or employee of the Company (“Affiliates”):

Tokenova, Inc. (dba CriticalTech.Exchange) is a digital capital markets platform focused on supporting companies operating in critical technology sectors. Tokenova, Inc. provides infrastructure for the issuance, management, and compliance of digital securities and tokenized private market offerings. Tokenova, Inc. is controlled by certain Directors and Officers of the Company. Directors and Officers of the Company that are also Directors and Officers at Tokenova, Inc. include: Dr. Max W. Hooper, who serves as Chief Executive Officer of both entities, and Aaron Jay “A.J.” Ripin, who serves as President of both entities. Directors and Officers of the Company possess the ability to control or manage the operations of affiliate Tokenova, Inc.

Global Blockchain Ventures Fund LP is a private investment fund focused on investments in blockchain infrastructure, digital assets, and critical technology companies. The General Partners of Global Blockchain Ventures Fund include Allen R. Weiss, Dr. David S. Metcalf, and Dr. Max W. Hooper, each of whom is a Director of the Company. As a result, Global Blockchain Ventures Fund is under common control with the Company.

Merging Traffic, Inc. is a portfolio management company that provides consulting and professional services, including fund administration and related services. Merging Traffic, Inc. is an affiliate of the Company and is controlled by certain Directors and Officers of the Company, including Dr. Max W. Hooper, Aaron Jay “A.J.” Ripin, Allen R. Weiss, and Dr. David S. Metcalf, who also serve in executive or director capacities at Merging Traffic, Inc.

S3Nova Partners, Inc. is a company focused on aerospace, advanced air mobility, and related infrastructure and technology initiatives. S3Nova Partners is sixty percent (60%) owned by Tokenova, Inc. (dba CriticalTech.Exchange), an affiliate of the Company. As a result, S3Nova Partners is an affiliate of the Company.

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CONFLICTS OF INTEREST

The following condition may result in a conflict between the interests of an Investor and those of the Company and member of Management:

Tokenova, Inc. (dba CriticalTech.Exchange) is an affiliate of the Company that shares common management personnel with the Company, and a conflict of interest may arise related to the repayment of the outstanding Company indebtedness in the form of a Promissory Note, bilaterally executed by A.J. Ripin, which was a source of primary funding for corporate formation, offering and initial operating expenses. The conflict relates to the possible demand for repayment or conversion of the Promissory Note balance into securities of the Company as contractually specified between Maker (Company) and Payee (Tokenova, Inc. (dba CriticalTech.Exchange)). A conflict may occur between satisfying the obligations of the Company in accordance with the Promissory Note and perceived efficient utilization of Company resources and cash flows. The conflict of interest is mitigated by the fiduciary duties imposed upon the Company’s Director(s) and Officers to the Company and its shareholders through NRS and Nevada case law. A copy of the Promissory Note is attached hereto as Exhibit 6a. See also “Interest of Management and Others in Certain Transactions” section below.

Merging Traffic, Inc. is an affiliate of the Company that shares common management personnel with the Company, and a conflict of interest may arise related to the repayment of the outstanding Company indebtedness in the form of a Promissory Note, bilaterally executed by A.J. Ripin, which was a source of primary funding for corporate formation, offering and initial operating expenses. The conflict relates to the possible demand for repayment or conversion of the Promissory Note balance into securities of the Company as contractually specified between Maker (Company) and Payee (Merging Traffic, Inc.). A conflict may occur between satisfying the obligations of the Company in accordance with the Promissory Note and perceived efficient utilization of Company resources and cash flows. The conflict of interest is mitigated by the fiduciary duties imposed upon the Company’s Director(s) and Officers to the Company and its shareholders through NRS and Nevada case law. A copy of the Promissory Note is attached hereto as Exhibit 6b. See also “Interest of Management and Others in Certain Transactions” section below.

The terms of the Company’s Second Amended and Restated Articles of Incorporation and Amended Bylaws, which includes the rights and responsibilities for the holders of any outstanding Company’s capital stock shares, the right to indemnity and limited liability of management, forum designation for causes of action to be brought in courts located within the State of Nevada and a waiver of trial by jury for internal actions were not negotiated at arm’s length.

Members of Company Management are Class B Common Stock shareholders with significant voting power and they might use their influence to prioritize personal gain, such as higher compensation for themselves or their family members, or to benefit a related business or pursue corporate policies that may not be in agreement with the personal preferences of Series A Preferred Stock shareholders.

FIDUCIARY RESPONSIBILITY OF THE MANAGEMENT

Exculpation/Limits on Liability. The Second Amended and Restated Articles of Incorporation provide for limitations on personal liability of Directors and Officers. Company Directors and Officers may not be personally liable to the Company or its shareholders for monetary damages for a breach of fiduciary duty as a Director or Officer to the fullest extent permitted by the Nevada Revised Statutes, including but not limited to NRS Section 78.138 and Section 78.300, as the same now exists or hereafter may be amended. Directors and officers of a Nevada corporation are presumed to be exercising their respective powers in good faith, on an informed basis and with a view to the interests of the corporation. Directors and Officers of the Company are not liable for errors in judgment or other acts or omissions unless the action or inaction (i) is not a function of good faith, informed basis and with a view to the interests of the corporation, (ii) a breach of the director's or officer’s fiduciary duties, and (iii) the breach involved intentional misconduct, fraud or a knowing violation of law. Directors may be jointly and severally liable in the event unlawful distributions are made by the Company. In the event NRS or any other statute of the State of Nevada hereafter is amended to authorize the further elimination or limitation of the liability of Directors or Officers of the Company, then the liability of a Director or Officer of the Company shall be limited to the fullest extent permitted by the statutes of the State of Nevada, as so amended, and such elimination or limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of a director or officer specified in the Company's Amended and Restated Articles of Incorporation.

Indemnification. The Second Amended and Restated Articles of Incorporation and Amended Bylaws provide for indemnification, to the fullest extent permitted by NRS Section 78.7502 and Section 78.751, of the Directors and Officers, employees and agents by the Company for liabilities it incurs in dealings with third parties on behalf of the Company. The Directors, Officers, employees and agents of the Company shall be entitled to be indemnified and held harmless by the Company, if the indemnification was approved in accordance with the Company’s Bylaws, at the expense of the Company, against any loss, expense, claim or liability (including attorneys’ fees) resulting from being a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and including any appeal(s) thereof. Expenses incurred in defending a civil or criminal action, suit or proceeding, by an individual who may be entitled to indemnification, shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director, Officer, employee or agent to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Company. The indemnification and advancement of expenses provided by, or granted pursuant to the Company’s Bylaws shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, it is the opinion of the SEC that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Company’s securities, the Company will, unless in the opinion of Company counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The Company’s Amended Bylaws provide that indemnification may not be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought or other competent jurisdiction determines upon application by the indemnified person that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Further, the Company possesses the power to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability and expenses.

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DESCRIPTION OF PROPERTY

The Company does not currently own any business personal property or real property of any material significance. The Company does not currently lease any business personal property or real property. The Company currently shares office space, equipment and utilities with its affiliate, Tokenova, Inc.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Plan of Operations

The Company's first twelve (12) months plan of operations will entail directing approximately one hundred percent (100%) of the net proceeds received through this Offering to the Company, starting as soon as the Minimum Investment Amount is reached, if any. The Company will employ the net proceeds it receives from the Offering in the manner described in the “Use of Proceeds” section above. Please refer to the “Use of Proceeds” and “Description of the Business” sections for a detailed discussion of how the Company intends to execute the Plan of Operations. 

BAD ACTOR DISCLOSURE

Neither the Company nor any member of the Company’s Management is subject to bad actor disqualifications or disclosures under any relevant U.S. securities laws including those specified in 17 CFR 230.506(d).

BANKRUPTCY AND LEGAL PROCEEDINGS

No Bankruptcy, Investigations, or Criminal Proceedings

Neither the Company nor any member of the Company’s Management have been part of any (i) bankruptcy proceedings, (ii) proceedings whereby there was a material evaluation of the integrity or ability of the person to manage a corporate entity, (iii) investigations regarding moral turpitude, or (iv) criminal proceedings or convictions (excluding traffic violations).

No Legal Proceedings Material to Company

The Company currently has no pending litigation, and the Company’s Management team is unaware of any ongoing or threatened legal actions related to the Company’s business, intellectual property, conduct, or other operational matters.

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DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES

Business Experience of Management

Max W. Hooper, PhD - Managing Director, Chief Executive Officer and Treasurer

Dr. Hooper serves as Managing Director, Chief Executive Officer, and Treasurer of Tokenova Worldwide, Inc. He is responsible for the Company’s overall management, growth strategy, and capital formation initiatives. Dr. Hooper has founded and led multiple companies across the media, technology, and financial services industries. He co-founded Equity Broadcasting Corporation, which grew to become one of the ten largest broadcasting companies in the United States, owning and operating more than one hundred (100) television stations. He previously served as President of Mergers and Acquisitions for a national financial services company and has served on the investment committees of multiple venture capital and angel funds. Dr. Hooper is a Certified Debt Arbitrator and has extensive experience in corporate restructuring and capital transactions. He also serves as Chief Executive Officer and Managing Director of Tokenova, Inc. (dba CriticalTech.Exchange) and Merging Traffic, Inc.

Aaron Jay “A.J.” Ripin - Director, President and Secretary

Mr. Ripin serves as Director, President, and Secretary of Tokenova Worldwide, Inc. He brings more than a decade of experience in technology strategy, product development, and emerging technologies, with a focus on mobile and social platforms. Mr. Ripin has deep expertise in data privacy, regulatory compliance, and the design and implementation of technology-driven business solutions. He is actively involved in the South Florida technology ecosystem and serves on multiple boards of directors. Mr. Ripin also serves as President of Tokenova, Inc. (dba CriticalTech.Exchange).

David S. Metcalf, PhD - Director

Dr. Metcalf serves as a Director of Tokenova Worldwide, Inc. He is the Director of the Mixed Emerging Technology Integration Lab (METIL) at the University of Central Florida’s Institute for Simulation and Training. With more than twenty (20) years of experience in emerging technologies, Dr. Metcalf has led technology initiatives for organizations including Google, Johnson & Johnson, the U.S. Department of Veterans Affairs, and the U.S. military. His work focuses on scalable enterprise systems, simulation, mobile technologies, and the integration of emerging technologies into complex operational environments. Dr. Metcalf also serves as a Director of Merging Traffic, Inc.

Allen R. Weiss - Director and Chairman of the Board of Directors

Mr. Weiss serves as Director and Chairman of the Board of Directors of Tokenova Worldwide, Inc. He had a thirty-nine (39) year career at The Walt Disney Company, where he most recently served as President of Worldwide Operations for Disney Parks and Resorts, a global business with annual revenues exceeding ten billion U.S. dollars ($10B) and approximately ninety-five thousand (95,000) employees. In that role, he oversaw large-scale operations, international expansion, and complex infrastructure and development initiatives across multiple continents. Following his tenure at The Walt Disney Disney, Mr. Weiss served as a Partner at Apollo Capital Management, where he was involved in acquisitions and governance of portfolio companies. He has extensive experience serving on corporate boards and has participated in numerous mergers and acquisitions across a variety of industries. Mr. Weiss also serves as a Director of Merging Traffic, Inc.

Nature of Family Relationships

There are no familial relationships between Directors, Officers, employees or any persons within the Company.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Directors and Officers of the Company currently do not receive salaries or other compensation from the Company. The Company may in the future compensate Directors and Officers for services rendered, subject to board approval and available working capital. No commissions or transaction-based compensation will be paid in connection with the sale of securities in this Offering. As of the date of this Offering Circular, the Company has four (4) Directors and two (2) individuals serving in executive officer roles (Chief Executive Officer and Treasurer; President and Secretary). The following table details the compensation Company’s Directors as group and the two (2) executive officers individually.

The Company anticipates that it will implement compensation arrangements for its executive officers in the future. Any such compensation is expected to consist of annual cash compensation, and may also include equity-based compensation, in each case as determined by the Board of Directors. The Company expects that future compensation arrangements will be designed to align the interests of executive officers with the long-term success of the Company and will be subject to such terms and conditions as the Board of Directors deems appropriate, including performance-based criteria.

The Company currently has no formal compensation plans in place for its Directors or executive officers. Directors may be reimbursed for reasonable expenses incurred in connection with their service on the Board of Directors. It is anticipated that additional Directors or executive officers may be appointed as the Company executes its business plan, and such individuals may receive compensation as determined by the Board of Directors.

Expense Reimbursement to Management

Management shall be reimbursed by the Company for all operating expenses, fees, or costs incurred on behalf of the Company, including, without limitation, organizational expenses, legal fees, filing fees, accounting fees, costs of reporting to any governmental agencies, insurance premiums, travel, identification of business or real property, due diligence efforts, underwriting of assets for the Company, costs associated with evaluating any potential real property or business property-related investments, sales commissions and expenses, any brokerage-related fees, costs associated with communication with shareholders, consulting fees related to the Company, and any other Company-related costs and expenses. The Company may subcontract administrative, due diligence or technology development functions to third parties (e.g. appraisers, inspectors, subcontractors, brokers, coding and software developers, hardware designers, skilled trade labor) for the benefit of the Company and the costs of which will be Company expenses.

Compensation to Affiliates

The Company may engage its affiliates, or affiliates of its directors, officers, or management, to perform services on behalf of the Company. These services may include, but are not limited to, administrative support, due diligence, oversight and management of platform development, real property and subcontractor administration, and asset management and maintenance.

In the event the Company engages an affiliate to perform services, such affiliate will be compensated by the Company at then-current market rates for the services rendered. The Company will also reimburse the affiliate for reasonable out-of-pocket expenses incurred in connection with the performance of such services.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 

The following table contains certain information as of the Effective Date as to the number of voting shares beneficially owned by (i) each person known by the Company to own beneficially more than ten percent (10%) of the Company’s voting securities, (ii) each person who is either a Director or Officer of the Company who own beneficially more than ten percent (10%) of the Company’s voting securities, (iii) all persons as a group who are Directors and Officers of the Company, and as to the percentage of the outstanding shares held by that group on such dates and as adjusted to give effect to this Offering.

As of the date of this Offering there are no option agreements or other instruments in place beyond the referenced two (2) Promissory Notes providing for the purchase or issuance of either Series A Preferred Stock or any class of the Company’s Common Stock.

1: Sole voting and investment power vested in Max W. Hooper, PhD.

2: Sole voting and investment power vested in A.J. Ripin.

N/A: Not Applicable

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company has completed the following related-party transactions within the current fiscal year:

Promissory Note (Open Advance Note)

On April 6, 2026, the Company executed a Promissory Note with affiliate Tokenova, Inc. (dba CriticalTech.Exchange) that is intended to act as a line of credit or “Open Advance Note” which allows the Company access up to, but not to exceed, one hundred and twenty-five thousand U.S. dollars ($125,000) of capital upon written request of the Company. The Promissory Note was executed on behalf of the Company (the “Maker”) by A.J. Ripin in his capacities as a Director and President and executed on behalf of Tokenova, Inc. (the “Payee”) by A.J. Ripin in his capacities as a Director and President of Tokenova, Inc. The Promissory Note carries an interest rate of four percent (4.00%) per annum, computed on the basis of a three hundred sixty-five day (365) day year for the actual number of days on which a principal balance is outstanding and the outstanding principal balance and accrued but unpaid interest shall be due and payable on the earlier of (a) written demand by the Payee or (b) April 6, 2028 (the “Maturity Date”). All or any portion of outstanding principal balance and accrued but unpaid interest on may be converted into equity of the Company (Maker) under terms to be determined by the parties and documented in a separate written agreement or instrument. The Promissory Note shall be governed by and construed in accordance with the laws of the State of Delaware and neither party may assign the Promissory Note or any of their rights or obligations thereunder without the prior written consent of the other party, except that Tokenova, Inc. (Payee) may assign the Promissory Note to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all of the assets of Tokenova, Inc. A copy of the Promissory Note by and between Tokenova Worldwide, Inc. and Tokenova, Inc. is included as Exhibit 6a.

Promissory Note (Open Advance Note)

On April 6, 2026, the Company executed a Promissory Note with affiliate Merging Traffic, Inc. that is intended to act as a line of credit or “Open Advance Note” which allows the Company access up to, but not to exceed, one hundred and twenty-five thousand U.S. dollars ($125,000) of capital upon written request of the Company. The Promissory Note was executed on behalf of the Company (the “Maker”) by A.J. Ripin in his capacities as a Director and President and executed on behalf of Merging Traffic, Inc. (the “Payee”) by A.J. Ripin in his capacity as the Chief of Staff of Merging Traffic, Inc. The Promissory Note carries an interest rate of four percent (4.00%) per annum, computed on the basis of a three hundred sixty-five day (365) day year for the actual number of days on which a principal balance is outstanding and the outstanding principal balance and accrued but unpaid interest shall be due and payable on the earlier of (a) written demand by the Payee or (b) April 6, 2028 (the “Maturity Date”). All or any portion of outstanding principal balance and accrued but unpaid interest on may be converted into equity of the Company (Maker) under terms to be determined by the parties and documented in a separate written agreement or instrument. The Promissory Note shall be governed by and construed in accordance with the laws of the State of Delaware and neither party may assign the Promissory Note or any of their rights or obligations thereunder without the prior written consent of the other party, except that Merging Traffic, Inc. (Payee) may assign the Promissory Note to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all of the assets of Merging Traffic, Inc. A copy of the Promissory Note by and between Tokenova Worldwide, Inc. and Merging Traffic, Inc. is included as Exhibit 6b.

FEDERAL TAX TREATMENT

The Company intends to continue to operate and be taxed as a corporation in accordance with the Internal Revenue Service Code, the Treasury Regulations (the “Treasury Regulations”) promulgated thereunder (including temporary and proposed Treasury Regulations). The tax consequences of an investment in the Company may be complex and will vary depending upon each investor’s individual circumstances, and this discussion does not purport to address federal income tax consequences applicable to all categories of investors, some of whom may be subject to special or other treatment under the tax laws (including, without limitation, insurance companies, qualified pension plans, tax-exempt organizations, financial institutions or broker-dealers, traders in securities that elect to mark to market, persons or entities owning capital stock as part of a “straddle,” “hedge” or “conversion transaction,” domestic corporations, “S” corporations, REITs or regulated investment companies, trusts and estates, persons who are not citizens or residents of the United States, persons who hold their interests in the Company through a company or other entity that is a pass-through entity for U.S. federal income tax purposes or persons for whom an interest in the Company is not a capital asset or who provide directly or indirectly services to the Company). Further, this limited discussion does not address all of the foreign, state, local or other tax laws that may be applicable to the Company or its partners.

Subscribers and prospective Investors are urged to consult with and rely upon their own tax advisors for advice on these and other tax matters with specific reference to their own tax situation and potential changes in applicable law.

FOREIGN INVESTORS: NON-U.S. INVESTORS ARE SUBJECT TO UNIQUE AND COMPLEX TAX CONSIDERATIONS. THE COMPANY AND MANAGEMENT MAKE NO DECLARATIONS AND OFFER NO ADVICE REGARDING THE TAX IMPLICATIONS TO SUCH FOREIGN INVESTORS, AND SUCH INVESTORS ARE URGED TO SEEK INDEPENDENT ADVICE FROM ITS OWN TAX COUNSEL OR ADVISORS BEFORE MAKING ANY INVESTMENT.

Tax Returns

Annually, if required, the Company will timely provide its shareholders with sufficient information from the Company's informational tax return or any report of income from dividends or other distributions to such persons to prepare their individual federal, state and local tax returns. The Company's tax returns and reports to shareholders, if any, will be prepared by a tax professional selected by the Company’s Management.

ERISA CONSIDERATIONS

In Some Cases, if the Investors Fails to Meet the Fiduciary and Other Standards Under the Employee Retirement Income Security Act of 1974, as Amended (“ERISA”), the Code or Common Law as a Result of an Investment in the Company’s Units, the Investor Could be Subject to Liability for Losses as Well as Civil Penalties:

There are special considerations that apply to investing in the Company’s Series A Preferred Shares on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If the investor is investing the assets of any of the entities identified in the prior sentence in the Company's Series A Preferred Shares, the Investor should satisfy themselves that:

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Series A Preferred Shares constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

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SECURITIES BEING OFFERED

As of the date of this Offering, the Company has authorized in its Second Amended and Restated Articles of Incorporation the issuance of two (2) classes of capital stock, Preferred Stock and Common Stock, in the amounts of twenty-five million (25,000,000) and two hundred million (200,000,000), respectively. The Company has authorized the issuance of one (1) series of Preferred Stock, Series A Preferred Stock, in the amount of ten million (10,000,000) shares. The Company has further authorized the issuance of two (2) classes of Common Stock, Class A Common Stock and Class B Common Stock, in the amounts of one hundred million (100,000,000) and fifty million (50,000,000), respectively. All capital stock in the Company will be issued without physical certificates and ownership of Company capital stock will be recorded by the Company’s transfer agent through the use of an electronic record in the form of tokens logged onto a blockchain with the master securityholder file being managed by the transfer agent “off-chain” and separate from the blockchain.

There are zero (0) Series A Preferred Stock shares, zero (0) Class A Common Stock shares and twenty million (20,000,000) Class B Common Stock shares issued and outstanding as of the date of this Offering Circular. Class A Common Stock shares and Class B Common Stock shares are not being offered nor are they available to be purchased by the public through this Offering.

The securities being offered to the public through this Offering are equity interests in Tokenova Worldwide Inc. in the form of Series A Preferred Shares which are convertible into Class A Common Shares, either voluntarily or automatically after certain conditions are met that are specified in the Company’s Second Amended and Restated Articles of Incorporation and summarized below under “Conversion Rights.” In the event of the Company achieving the Maximum Offering Amount and either (i) issuing the maximum number of Series A Preferred Stock shares without issuing any subscriber incentive allocations (approximately 7,499,250 shares) or (ii) issuing the maximum number of Series A Preferred Stock shares and issuing the maximum subscriber incentive allocations (7,498,125 shares), the Company’s Series A Preferred Shares, as a class of Company capital stock shares, will constitute a total equity interest in the Company of approximately twenty-seven and twenty-eight hundredths percent (27.27%) with the remaining approximate seventy-two and seventy-two hundredths percent (72.73%) of equity interest in the Company vesting in the existing Class B Common Stock shareholders.

The percentage of ownership in the Company for any Series A Preferred Stock shareholder can be determined with a ratio whereby the number of Series A Preferred Shares owned by an Investor is divided by total number of outstanding Company Preferred Shares and Common Stock shares. Each Series A Preferred Share is being offered by the Company at a Purchase Price of ten U.S. dollars ($10.00) per Series A Preferred Stock share. The Minimum Investment Amount to become a Series A Preferred Stock Shareholder in the Company is five thousand U.S. dollars ($5,000.00) or five hundred (500.0) Series A Preferred Stock shares.

By purchasing Series A Preferred Shares through this Offering, an Investor will become a Series A Preferred Stock Shareholder and will be granted rights as stated below.*

*Please note that the following is a summary of the rights granted to a Series A Preferred Stock Shareholder, Class A Common Stock Shareholder and Class B Common Stock Shareholder and the summaries are not exhaustive. For a complete description of all rights associated with being a Series A Preferred Stock Shareholder in the Company, please see Exhibit 2b, “Second Amended and Restated Articles of Incorporation of Tokenova Worldwide, Inc.” and Exhibit 2c “Amended Bylaws of Tokenova Worldwide, Inc.” All capitalizations in this section are defined in the Second Amended and Restated Articles of Incorporation, Amended Bylaws or Stockholder Agreement, if any, and all references to a Section or Article relate to the applicable Section or Article in the Second Amended and Restated Articles of Incorporation, Amended Bylaws or Stockholder Agreement, if any.

The business and affairs of the Company shall be managed, operated and controlled by or under the exclusive direction of the Directors and Officers of the Company. The Management shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company to take such actions as the Management may deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, without the consent, approval or knowledge of the Series A Preferred Stock Shareholders. All Company investment, operations, managerial and day-to-day activity decisions shall be made by the Management.

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VOTING RIGHTS

Except as otherwise provided by Nevada Revised Statutes (the “NRS”) or the Company’s Second Amended and Restated Articles of Incorporation, a holder of the Company’s Series A Preferred Shares is not entitled to vote on any corporate action or matter that may be subject to the vote of the Company’s shareholders. Only Company Common Stock shares are entitled to vote on corporate matters. Company Series A Preferred Shareholders will only be permitted to vote on any Company matter after the successful conversion of Series A Preferred Stock shares into Class A Common Stock shares. A Class A Common Stock shareholder shall possess the right to one (1) vote for each Class A Common Stock share. Class B Common Stock shareholders shall possess the right to five (5) votes for each Class B Common Stock share.

The Company has prohibited the practice of cumulative voting by shareholders. The Company’s Second Amended and Restated Articles of Incorporation specify in Article IV(B)(4) that there shall be no cumulative voting for any class of Common Stock of the Company possessing a right to vote on any corporate matter. Further, the Amended Bylaws of the Company specify in Section 2.15 that cumulative voting shall not be permitted for directors, officers or in any other matter subject to a vote of any series or class of shareholder.

DISTRIBUTIONS

Except as otherwise provided by NRS or the Company’s Second Amended and Restated Articles of Incorporation, distributions may be declared and paid to the Series A Preferred Stock, if declared thereon to holders of shares of Series A Preferred Stock or any class of Common Stock by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. Distributions may be declared and paid to the holders of Company’s Class A Common Stock or the holders of Class B Common Stock if declared thereon to holders of shares of Class A Common Stock or Class B Common Stock by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor.

Except as otherwise provided by the Company’s Second Amended and Restated Articles of Incorporation, in the event the Corporation shall declare or pay any dividend or make any other distribution to the holders of Common Stock payable in securities of the Corporation, the same dividend or distribution with the same record date and payment date shall be declared and paid on all shares of Common Stock.

LIQUIDATION PREFERENCE

As provided by the Company’s Second Amended and Restated Articles of Incorporation, Series A Preferred Shares shall possess liquidation preference equal to any other Preferred Stock shareholder which includes being entitled to be paid out of the assets of the Company available for distribution to its stockholders in the event of any liquidation in the furtherance of the dissolution or winding up of the affairs of the Corporation, before any payment shall be made to the holders of Common Stock. If sufficient funds exist at the time of the liquidation event, liquidating distributions for each Series A Preferred Stock share shall be limited to an aggregate amount equal to (i) the original issue purchase price per share of the Series A Preferred Stock plus (ii) all accrued and unpaid dividends payable to each share of Series A Preferred Stock on the date fixed for the liquidation distribution, and no more. After payment of the full amount to which they are entitled the holders of shares of Series A Preferred Stock shall not be entitled to any further right or claim to any of the remaining assets of the Corporation.

Except as otherwise provided by NRS or the Company’s Second Amended and Restated Certificate of Incorporation, the Company’s Class A Common Stock and Class B Common Stock are subject to the rights of holders of any series of outstanding Preferred Stock and class of Common Stock. Holders of Class A Common Stock and Class B Common Stock shall have equal rights to receive the assets and funds of the Corporation available for distribution to its stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. Class A Common Stock and Class B Common Stock shall not be entitled to any liquidation preference over any other class of Common Stock.

CONVERSION RIGHTS

Except as otherwise provided by NRS or the Company’s Second Amended and Restated Certificate of Incorporation, the Company’s Series A Preferred Shares shall automatically convert at a ratio of one (1) Series A Preferred Share into one (1) Class A Common Stock share of the Company in accordance with Article IV(C)(1.6)(a) of the Second Amended and Restated Articles of Incorporation. Mandatory conversion of Series A Preferred Shares into Class A Common Stock shares shall occur in the event of (i) merger, consolidation or combination of the Corporation with or into any other corporation; (ii) the sale, lease, transfer or other exchange of all or substantially all of the assets of the Corporation; or (iii) the registration of the capital stock in the Corporation with the U.S. Securities and Exchange Commission in anticipation of an initial public offering (an “IPO”).

Except as otherwise provided by NRS or the Company’s Second Amended and Restated Certificate of Incorporation, the Company’s Series A Preferred Stock shareholders possess the affirmative right to convert one (1) Series A Preferred Share into one (1) Class A Common Stock share of the Company at any time in accordance with Article IV(C)(1.6)(b) of the Second Amended and Restated Articles of Incorporation.

Except as otherwise provided by NRS or the Company’s Second Amended and Restated Certificate of Incorporation, the Company’s Class A Common Stock and Class B Common Stock shall not possess the right of conversion into any other Company capital stock.

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PREEMPTIVE RIGHTS

Except as otherwise provided by NRS or the Company’s Second Amended and Restated Certificate of Incorporation, the Company’s Series A Preferred Shares and Class A Common Stock shares possess no preemptive rights with respect to any Company securities authorized or issued through future offerings.

The Company’s Second Amended and Restated Certificate of Incorporation specify that each holder of Class B Common Stock shall have the right of first refusal to purchase additional shares in any future issuance of shares of Common Stock or Preferred Stock or other securities of the Corporation to ensure that each holder of Class B Common Stock has the opportunity to maintain their percentage ownership interest in the Company before any shares or other securities are offered to outside investors. The preemptive rights afforded to Class B Common Stock shareholders shall apply unless explicitly waived in writing by the respective holder of Class B Common Stock.

NO SINKING FUND PROVISIONS

The Company has not provided for, at the time of this Offering, a sinking fund for the repurchase or redemption of the Company’s Series A Preferred Shares, Class A Common Stock or Class B Common Stock.

NO LIABILITY TO FURTHER CALLS OR TO ASSESSMENT BY THE ISSUER

The Company does not provide for further calls or to assessment on the Series A Preferred Shares, Class A Common Stock or Class B Common Stock of the Company.

RESTRICTIONS ON TRANSFER OR ALIENABILITY

Except as otherwise provided by NRS, the Company’s Second Amended and Restated Articles of Incorporation or Amended Bylaws, the Company’s Series A Preferred Shares possess no restrictions on their transferability. Neither the Company’s Class A Common Shares nor the Class B Common Stock shares possess any restrictions on their transferability in the Company’s Second Amended and Restated Articles of Incorporation or Amended Bylaws. Class B Common Stock are “restricted shares” and “control shares” which carry restrictive legends and whose transferability require compliance with Securities Act Rule 144 (17 CFR §230.144).

NO REDEMPTION BY COMPANY

The Company does not possess the right, in whole or in part, to redeem or purchase any Series A Preferred Shares, Class A Common Stock or Class B Common Stock shares.

NO DISCRIMINATION PROVISIONS

There are no provisions discriminating against any existing or prospective holders of Company Series A Preferred Shares as a result of such shareholder owning a substantial amount of Company Series A Preferred Shares. Similarly, there are no provisions discriminating against any (i) existing or prospective holders of Company Class A Common Stock shares as a result of such shareholder owning a substantial amount of Company Class A Common Stock shares or (ii) existing or prospective holders of Company Class B Common Stock shares as a result of such shareholder owning a substantial amount of Company Class B Common Stock shares.

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PROTECTIVE PROVISIONS

The Company’s Second Amended and Restated Articles of Incorporation specify that with respect to the Series A Preferred Stock, the Company cannot without first obtaining the written consent or affirmative vote of holders of no less than fifty percent (50%) of Series A Preferred Stock:

Class A Common Stock do not possess any provisions within the Company’s Second Amended and Restated Articles of Incorporation which protect the rights and privileges of the Class A Common Stock shareholders.

The Company’s Second Amended and Restated Articles of Incorporation specify that with respect to the Class B Common Stock, the Company cannot without first obtaining the written consent or affirmative vote of holders of no less than fifty percent (50%) of Class B Common Stock:

SPECIFIC FORUM(S) FOR SHAREHOLDER DISPUTES

Article XI of the Company’s Second Amended and Restated Articles of Incorporation, “Selection of Forum,” specifies that unless the Company consents in writing to the selection of an alternative forum, the State of Nevada business court possessing exclusive original jurisdiction to hear business disputes or the Second Judicial District Court of the State of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for any, all or certain (i) concurrent judicial actions as defined in NRS 78.046(5)(a) or (ii) internal actions as defined in NRS 78.046(5)(d).

Concurrent judicial actions assert a cause of action under the laws of the United States which could be filed in either a federal court or a court of any state and the cause of action is brought by or in the name or on behalf of (i) the Company, (ii) any stockholder of the Company, or (iii) any subscriber for, or purchaser or offeree of, any shares or other securities of the Company. Internal actions are any action, suit or proceeding (a) brought in the name or right of the Company or on its behalf, including, without limitation, any action brought to enforce a secondary right on the part of one or more shareholders in a corporation (also known as a shareholder derivative lawsuit) because the corporation refuses to enforce rights which may properly be asserted by shareholders, (b) for or based upon any breach of any fiduciary duty owed by any director, officer or controlling stockholder of the Company in such capacity; or (c) arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of this title, the articles of incorporation, the bylaws or any voting trust agreement to which the Company is a party or a stated beneficiary.

In the event any concurrent judicial action or internal action is determined by law to not be justiciable in either the State of Nevada business court possessing exclusive original jurisdiction to hear business disputes or the Second Judicial District Court of the State of Nevada due to the matter being the exclusive jurisdiction of the United States federal courts, the United States District Court of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for that matter. While the Selection of Forum clause effectively acts as a waiver of a shareholder’s discretion to choose an alternative venue(s) to bring a cause of action, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

The material elements of the Selection of Forum provision provided for in the Company’s Second Amended and Restated Articles of Incorporation are also included in the Company’s Amended Bylaws as Article 15 – Selection of Forum for Adjudication of Disputes. For further discussions regarding the Selection of Forum provision, see also “Risk Factors” section above under “The Company’s Articles of Incorporation and Bylaws Include a Selection of Forum Provision for Dispute Resolution.”

SHAREHOLDER WAIVER OF TRIAL BY JURY

Article XII of the Company’s Second Amended and Restated Articles of Incorporation, “Waiver of Trial by Jury,” specifies that any, all or certain internal actions required to be tried in any court within the State of Nevada shall be tried before the presiding judge as the trier of fact and shall not be tried before a jury. Article XII of the Company’s Second Amended and Restated Articles of Incorporation shall conclusively operate as a waiver of the right to trial by jury by each party to any internal action which includes any action, suit or proceeding (i) brought in the name or right of the Company or on its behalf, including, without limitation, any action brought to enforce a secondary right on the part of one or more shareholders in a corporation (also known as a shareholder derivative lawsuit) because the corporation refuses to enforce rights which may properly be asserted by shareholders, (ii) for or based upon any breach of any fiduciary duty owed by any director, officer or controlling stockholder of the Company in such capacity; or (iii) arising pursuant to, or to interpret, apply, enforce or determine the validity of, any provision of NRS Chapter 78 (Private Corporations), the articles of incorporation, the bylaws or any voting trust agreement to which the Company is a party or a stated beneficiary. The Waiver of Trial by Jury provision does not waive any right to a jury trial in any action, suit or proceeding that is not an internal action such as a cause of action for alleged violations of securities laws including the Securities Act or Securities Exchange Act. Further, while shareholders are waiving a right to trial by jury specifically for internal actions, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

The material elements of the Waiver of Trial by Jury provision provided for in the Company’s Second Amended and Restated Articles of Incorporation are also included in the Company’s Amended Bylaws as Article 16 – Waiver of Trial by Jury. For further discussions regarding the Waiver of Trial by Jury provision, see also “Risk Factors” section above under “The Company’s Articles of Incorporation Includes a Waiver of Trial by Jury Provision and Investors May Not be Entitled to Jury Trial with Respect to Certain Claims Against the Company.”

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PART F/S

Independent Auditor’s Report

To the Manager of

Tokenova Worldwide, Inc.

Opinion

We have audited the accompanying financial statements of Tokenova Worldwide, Inc. (the “Company”), which comprise the balance sheet as of May 31, 2026, and the related statements of operations, changes in member's deficit, and cash flow for the period from March 31, 2026 (inception) to May 31, 2026 and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2026, and the related statements of operations, changes in member's deficit, and cash flow for the period from March 31, 2026 (inception) to May 31, 2026, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

Doubt about the Company's Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note C to the financial statements include no assets or equity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s evaluation of the events and conditions and management's plans regarding those matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Coral Springs, Florida

June 2, 2026

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TOKENOVA WORLDWIDE, INC.

BALANCE SHEET

TOKENOVA WORLDWIDE, INC.

STATEMENT OF OPERATIONS

For the Period from March 31, 2026 to May 31, 2026

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TOKENOVA WORLDWIDE, INC.

STATEMENT OF CASH FLOWS

For the Period from March 31, 2026 to May 31, 2026

TOKENOVA WORLDWIDE, INC.

STATEMENTS OF STOCKHOLDER’S EQUITY (deficit)

For the Period from March 31, 2026 to May 31, 2026

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Note A – Nature of Business and Organization

Nature of Operations

Tokenova Worldwide, Inc. (the “Company”) was incorporated in the State of Nevada on March 31, 2026.

The Company is developing a capital infrastructure framework designed to support the origination, structuring, and lifecycle management of investment opportunities in private market securities and real-world asset sectors, including infrastructure, artificial intelligence, advanced manufacturing, and related technologies.

The Company is currently in the development stage and has not commenced revenue-generating operations. Activities to date have consisted primarily of corporate formation, organizational development, regulatory preparation, and evaluation of potential business opportunities and strategic initiatives.

Note B – Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Financial Instruments

The Company's financial instruments consist primarily of cash and investments. The carrying value of the financial instruments are considered to be representative of their respective fair value.

Income Taxes

The Company accounts for income taxes, whereby deferred income taxes are recorded based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the underlying assets are received or liabilities are settled. In evaluating the Company's ability to recover the deferred tax assets within the jurisdiction from which they arise, management considers all available positive and negative evidence and establishes a valuation allowance if necessary to reduce the deferred tax assets to their expected net realizable value.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit for tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Increases or decreases to the unrecognized tax benefits could result from management's belief that a position can or cannot be sustained upon examination based on subsequent information or potential lapse of the applicable statute of limitation for certain tax positions. On May 31, 2026, the Company determined it did not have any uncertain tax positions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the application of accounting policies, reported amounts, and disclosures. Actual results could differ from these estimates.

Note C – Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. 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. The financial statements do not include adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note D – Stockholders’ Deficit

The Company’s Amended and Restated Articles of Incorporation authorize:

The Class B Common Stock possesses five (5) votes per share.

As of May 20, 2026, the Company had 20,000,000 shares of Class B Common Stock issued and outstanding.

Additionally, 1,500,000 shares of Preferred Stock were designated as Series A Preferred Stock pursuant to the Company’s Amended and Restated Articles of Incorporation. No Series A Preferred Stock shares were issued or outstanding as of the balance sheet date.

On May 20, 2026, pursuant to the Company’s Amended and Restated Articles of Incorporation and Unanimous Written Consent, all previously issued unclassified common stock was surrendered, cancelled, and replaced with Class B Common Stock issuances.

The Company issued Class B Common Stock to founders and directors as part of the Company’s organizational and governance structure during its development stage prior to external financing activities. Management determined such issuances were appropriately recorded at par value.

Note E – Related Party Transactions

The Company has funded organizational, professional service, and offering-related expenses through affiliated entities under promissory note arrangements. These arrangements include:

Maximum aggregate funding of $125,000 Maturity date of April 2028

Interest at 4% per annum (simple, non-compounding)

As of May 27, 2026, the Company had an outstanding balance of approximately $60,878.21 due to related parties.

Note F - Subsequent Events

Management has evaluated subsequent events through June 2, 2026, the date on which the consolidated financial statements were available to be issued, and determined that no material events have occurred that require adjustment or disclosure.

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EXHIBIT INDEX

Exhibit 2a: Domestic Corporation Charter – Tokenova Worldwide, Inc.*

Exhibit 2b: Second Amended and Restated Articles of Incorporation of Tokenova Worldwide, Inc.

Exhibit 2c: Amended Bylaws of Tokenova Worldwide, Inc.

Exhibit 4: Form of Subscription Agreement*

Exhibit 6a: Promissory Note (Open Advance Note) – Tokenova, Inc.*

Exhibit 6b: Promissory Note (Open Advance Note) – Merging Traffic, Inc.*

Exhibit 6c: Broker-Dealer Engagement Agreement

Exhibit 6d: Master Services Agreement

Exhibit 8: Escrow Agreement*

Exhibit 11: Consent of Independent Auditor

Exhibit 12: Attorney Letter Certifying Legality

*: Incorporated by reference as exhibits were filed on EDGAR through Form 1-A Offering statement for Tokenova Worldwide, Inc. dated July 1, 2026.

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SIGNATURES

Pursuant to the requirements of Regulation A, the Issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A/A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida on September 10, 2026.

ISSUER COMPANY LEGAL NAME AND ADDRESS:

Tokenova Worldwide, Inc.

6555 Sanger Road, Suite 100
Orlando, Florida 32827

By: /s/ Max W. Hooper

Name: Max W. Hooper, PhD

Title: Chief Executive Officer

Date: September 10, 2026

Location signed: Orlando, Florida

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ Allen R. Weiss

Allen R. Weiss, Director, Chairman of the Board of Directors

Date: September 10, 2026

Location Signed: Orlando, Florida

/s/ Max W. Hooper

Max W. Hooper, PhD, Managing Director, Chief Executive Officer, Treasurer and acting principal accounting officer

Date: September 10, 2026

Location Signed: Orlando, Florida

/s/ A.J. Ripin

A.J. Ripin, Director, President and Secretary

Date: September 10, 2026

Location Signed: Orlando, Florida

/s/ David S. Metcalf

David S. Metcalf, PhD, Director

Date: September 10, 2026

Location Signed: Orlando, Florida

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SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

TOKENOVA WORLDWIDE, INC.

(Pursuant to Chapter 78, Sections 390 and 403 of Nevada Revised Statutes)

Tokenova Worldwide, Inc., a corporation organized and existing under and by virtue of the provisions of the laws of the State of Nevada relating to Private Corporations in Nevada Revised Statues (the “NRS”).

DOES HEREBY CERTIFY:

1.              That the name of this corporation is Tokenova Worldwide, Inc., and this corporation was originally incorporated pursuant to the laws of the State of Nevada on March 31, 2026.

2.              That the Board of Directors duly adopted resolutions proposing to amend and restate the Articles of Incorporation of this corporation, declaring said second amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed second amendment and restatement is as follows.

RESOLVED, that the Articles of Incorporation of this corporation be amended and restated in its entirety to read as follows:

ARTICLE I

NAME

The name of the Corporation is Tokenova Worldwide, Inc. (hereinafter, the “Corporation”).

ARTICLE II

REGISTERED OFFICE AND AGENT

The Registered Office of the Corporation in the State of Nevada is located at 204 West Spear Street, Carson City, Nevada, 89703. The name of the Commercial Registered Agent and such address upon whom process against this Corporation may be served is Corporate Services of Nevada located at 502 North Division Street, Carson City, Nevada 89703.

ARTICLE III

PURPOSE AND POWERS

Being a Qualified Small Business pursuant to IRC 1202, the purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the laws of the State of Nevada. The Corporation shall have all powers that may now or hereafter be lawful for a corporation to exercise under the State of Nevada and in accordance with these articles. The Corporation may conduct all or any part of its business, operations and own real or personal-property assets within and without the State of Nevada without limitation.

ARTICLE IV

CAPITAL STOCK

The Corporation is authorized to issue two (2) classes of capital stock to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of stock for all classes of capital stock that the Corporation is authorized to issue is two hundred twenty-five million (225,000,000). The authorized capital stock is divided into two hundred million (200,000,000) shares of common stock having a par value of one-one hundredth of one cent ($0.0001) per share (hereinafter, the “Common Stock”) which are further divided and classified into one hundred million (100,000,000) shares of which are designated Class A Common Stock having a par value of one-one hundredth of one cent ($0.0001) per share, and fifty million (50,000,000) shares of which are designated Class B Common Stock having a par value of one-one hundredth of one cent ($0.0001) per share, and twenty-five million (25,000,000) shares of preferred stock having a par value of one-one hundredth of one cent ($0.0001) per share (hereinafter, the “Preferred Stock”). Fifty million (50,000,000) shares of authorized Common Stock having a par value of one-one hundredth of one cent ($0.0001) per share are not specified to any class. Capital stock of the Corporation shall be uncertificated with the identifying information of holders with the class(es) and number of shares held thereof shall be contained in the records of the Corporation.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

Without limiting the generality of the foregoing, the resolutions providing for issuance of any class of Common Stock or series of Preferred Stock may provide that such class or series shall be superior to, rank equally with or be junior to any other class of Common Stock or series of Preferred Stock to the extent permitted by law and the terms of any other class of Common Stock or series of Preferred Stock.

(B)           Common Stock. Except as otherwise provided for by these Articles of Incorporation and any resolution(s) of the Board of Directors pursuant to this Article IV with respect to the issuance of any series of Preferred Stock or by the laws of the State of Nevada, the holders of outstanding shares of Common Stock together with the holders of the outstanding shares of any future class of Common Stock created by the Corporation and provided with the right to vote, shall have the exclusive right to vote on all matters requiring stockholder action.

The Corporation shall at all times reserve and keep available out of its authorized and unissued and/or treasury Common Stock solely for issuance upon the conversion of shares of Series A Preferred Stock as herein provided, free from any preemptive rights, the maximum number of shares of Common Stock as shall from time to time be issuable upon the conversion of all shares of Series A Preferred Stock then outstanding.

ARTICLE V

BOARD OF DIRECTORS

(A)        Power of the Board of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In furtherance, and not in limitation, of the powers conferred by the laws of the State of Nevada, the Board of Directors shall be expressly authorized to:

(B)           Number of Directors. The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by a vote of a majority of the Board of Directors in the manner provided in the Bylaws.

(C)           Vacancies. Except as otherwise required by law and subject to the rights of the holders of a series of Preferred Stock to elect directors, any vacancies on the Board of Directors for any reason, including from the death, resignation, disqualification or removal of any director, and any newly created directorships resulting by reason of any increase in the number of directors shall be filled exclusively by the Board of Directors, acting by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the action of stockholders. Any directors elected to fill a vacancy shall hold office until the next annual meeting of stockholders or until their successors are duly elected and qualified.

(D)          Removal of Directors. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause only by the affirmative vote of the holders of a two-thirds majority of the voting power of all of the shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting as a single class.

(E)           Meeting of Directors. The Board of Directors or any designated committee thereof may participate in a meeting of the Board or committee through electronic communications, videoconferencing, teleconferencing or other available technology. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee, excluding the common or interested directors in any matter before the Board of Directors for consideration.

ARTICLE VI

LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE

ARTICLE X

CORPORATE RECORDS

The books and records of the Corporation may be kept at such place or places and in such forms as may be designated from time to time by the Board of Directors or in the Bylaws, subject to any provision contained in Nevada Revised Statutes. The Corporation may maintain any and all corporate records, including its stock transfer book which may include ownership, transfer, capitalization, and any other shareholder records, through electronic, digital, blockchain-enabled, distributed ledger, or other technology systems as permitted under Nevada Revised Statutes and applicable law.

ARTICLE XI

SELECTION OF FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the State of Nevada business court possessing exclusive original jurisdiction to hear business disputes shall, to the fullest extent permitted by law, be the sole and exclusive forum for any, all or certain (i) concurrent judicial actions as defined in NRS 78.046(5)(a) as the same now exists and (ii) internal actions as defined in NRS 78.046(5)(d) as the same now exists or hereafter may be amended or supplemented. In the event the State of Nevada business court possessing exclusive original jurisdiction to hear business disputes has not been established by the State of Nevada, the Second Judicial District Court of the State of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for that action. In the event any cause of action claim depicted in (i) and (ii) above is determined by law to not be justiciable by the Second Judicial District Court of the State of Nevada due to the matter being the exclusive jurisdiction of the United States federal courts, the United States District Court of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for that matter. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock or any other security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

ARTICLE XII

WAIVER OF TRIAL BY JURY

In accordance with NRS Section 78.046(4), as the same now exists or hereafter may be amended or supplemented, any, all or certain internal actions required to be tried in any court specified within Article XI shall be tried before the presiding judge as the trier of fact and shall not be tried before a jury. This Article XII shall conclusively operate as a waiver of the right to trial by jury by each party to any internal action as defined in NRS Section 78.046(5)(d), as the same now exists or hereafter may be amended or supplemented. This Article XII shall not be construed as to limit or otherwise affect any right to a jury trial in any action, suit or proceeding that is not an internal action.

ARTICLE XIII

SEVERABILITY

If any provision or provisions of this Articles of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Articles of Incorporation (including, without limitation, each portion of any paragraph of this Articles of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, in any way be affected or impaired thereby.

*  *  *

3.              That the foregoing amendment and restatement of the Articles of Incorporation was approved by the holders of the requisite number of shares of this Corporation in accordance with NRS Section 78.390.

4.              That this Articles of Incorporation, which restates and integrates and further amends the provisions of this Corporation’s Articles of Incorporation in accordance with NRS Section 78.403 and Section 78.390, and has been duly adopted in accordance with NRS Section 78.320.

IN WITNESS WHEREOF, this Second Amended and Restated Articles of Incorporation has been executed by a duly Authorized Officer of this Corporation on this 9th day of September 2026.

By: ______________

Max Hooper, Ph.D.

Authorized Officer

___________________________________________

Amended Bylaws

of

Tokenova Worldwide, Inc.

A Nevada Corporation

September 9, 2026

___________________________________________

INDEX TO THE BYLAWS OF

Tokenova Worldwide, Inc.

BYLAWS

OF

Tokenova Worldwide, Inc.

ARTICLE 1 - OFFICES

SECTION 1.1 PRINCIPAL OFFICE

The initial principal office of the corporation in the state of Nevada shall initially be located at 204 West Spear Street, Carson City, Nevada. The corporation may have such other offices, either within or outside of the state of Nevada as the board of directors may designate, or as the business of the corporation may require from time to time.

SECTION 1.2 REGISTERED OFFICE

The registered office of the corporation, required by Chapter 78 of the Nevada Revised Statutes to be maintained in the state of Nevada, may be, but need not be, identical with the principal office in the state of Nevada, and the address of the registered office may be changed from time to time by the board of directors.

ARTICLE 2 - SHAREHOLDERS

SECTION 2.1 ANNUAL MEETING

The annual meeting of the shareholders shall be held on such date and at such time as may be designated from time to time by the board of directors for the purpose of electing directors and for the transaction of such other business as may be properly brought before the meeting pursuant to these bylaws (as further amended and/or restated from time to time, these “bylaws”). Except as otherwise restricted by the amended and restated articles of incorporation of the Corporation (as further amended and/or restated from time to time, the “Articles of Incorporation”) or applicable law, including, without limitation, the Nevada Revised Statutes (as amended from time to time), the board of directors may postpone, reschedule or cancel any annual meeting of stockholders. If the day fixed for the annual meeting shall be a legal holiday in the state of Nevada, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

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SECTION 2.2 SPECIAL MEETINGS

Subject to any rights of stockholders set forth in the Articles of Incorporation or a Certificate of Designation, special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by the board of directors, and shall be called by the president at the request of the holders of not less than a majority of all outstanding shares of the corporation entitled to vote at the meeting.

SECTION 2.3 PLACE OF MEETINGS

The board of directors may designate any place, either within or outside of the state of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. Meetings of stockholders, either annual or special, may be held solely by remote communication with stockholder participation in the meeting through remote communication, including, without limitation, electronic communications, videoconferencing, teleconferencing or other available technology so long as the corporation takes reasonable measures to verify the identity of each person participating through such means as a stockholder or permitted person, provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders. Participation in a meeting pursuant to remote communications constitutes presence in person at the meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the state of Nevada.

SECTION 2.4 NOTICE OF MEETING

Written notice stating the place, day and hour of the meeting of shareholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall, unless otherwise prescribed by statute, be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, including electronic delivery by e-mail or electronic communications, by or at the direction of the president, or the secretary, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation, with postage thereon prepaid. If sent electronically by e-mail or electronic communications, such notice shall be deemed to be delivered when electronically sent by the corporation, addressed to the shareholder at his or her e-mail or electronic communications address as it appears on the stock transfer books of the corporation.

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SECTION 2.5 MEETING OF MAJORITY SHAREHOLDERS

Except as provided by law, if a majority of the voting power of all shareholders of the corporation meet at any time and place, either within or outside of the state of Nevada or through remote communication, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

SECTION 2.6 CLOSING OF STOCK TRANSFER BOOKS OR

FIXING OF RECORD DATE

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or distribution, or in order to make determination of shareholders for any other purpose, the board of directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such register or books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend or distribution, the date on which notice of the meeting is mailed or electronically delivered, or the date on which the resolution of the board of directors declaring such dividend or distribution is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.

SECTION 2.7 VOTING RECORD

The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before such meeting of shareholders, a complete record of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the class(es) and number of shares held by each. The record, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or outside of the state of Nevada, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be the prima facie evidence as to who are the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders.

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SECTION 2.8 QUORUM

A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, except as otherwise provided by Chapter 78 of the Nevada Revised Statutes and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal during such meeting of that number of shareholders whose absence would cause there to be less than a quorum.

SECTION 2.9 MANNER OF ACTING

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these bylaws.

SECTION 2.10 PROXIES

At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by a duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting. No proxy shall be valid after six (6) months from the date of its execution, unless otherwise explicitly provided for within the proxy.

SECTION 2.11 VOTING OF SHARES

Unless otherwise provided by the Articles of Incorporation, Certificate of Designation or these bylaws, each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to vote at a meeting of shareholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.

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SECTION 2.12 VOTING OF SHARES BY CERTAIN SHAREHOLDERS

Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such other corporation may determine. Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by an administrator, executor, court appointed guardian or conservator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares standing in the name of a receiver may be voted by such receiver and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the trustee name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither shares of its own stock belonging to this corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation if the majority of shares entitled to vote for the election of directors of such corporation is held by this corporation may be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time. Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders of the shares upon surrender of certificates therefor.

SECTION 2.13 INFORMAL ACTION BY SHAREHOLDERS

Except as provided by law, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the shareholders entitled to vote with respect to the subject matter thereof.

SECTION 2.14 VOTING BY BALLOT

Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any shareholder shall demand that voting be by ballot.

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SECTION 2.15 CUMULATIVE VOTING

Cumulative voting shall not be permitted in the election of officers or directors, or in any other matter subject to a vote of any series or class of shareholder.

ARTICLE 3 - BOARD OF DIRECTORS

SECTION 3.1 GENERAL POWERS

The business and affairs of the corporation shall be governed by and under the direction of its board of directors, except as otherwise provided in Nevada Revised Statutes or the Articles of Incorporation.

SECTION 3.2 PERFORMANCE OF DUTIES

A director of the corporation shall perform his or her duties as a director, including his or her duties as a member of any committee of the board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs A, B, and C of this Section 3.2; but he or she shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his or her duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are:

A. One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matter presented;

B. Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or

C. A committee of the board upon which he or she does not serve, duly designated in accordance with the provision of the Articles of Incorporation or the bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.

SECTION 3.3 NUMBER, TENURE AND QUALIFICATIONS

The number of directors of the corporation shall be fixed from time to time by resolution of the board of directors, but in no instance shall there be less than one (1) director or that number otherwise required by law. The number of directors of the corporation shall be fixed exclusively by the affirmative vote of a majority of the directors holding such office at a meeting of the board of directors in which the number of directors is an agenda item for such meeting. Each director shall hold office until the next annual meeting of shareholders or until his or her successor shall have been elected and qualified. Directors need not be residents of the state of Nevada nor shareholders of the corporation.

There shall be a chairman of the board, who has been elected from among the directors who shall preside at all meetings of the stockholders and of the board of directors. He or she shall have such other powers and duties as may, from time to time, be prescribed by the board of directors, these bylaws or as provided by law.

The board of directors may elect the vice chairman of the board from among the directors who, in the absence of the chairman, shall preside at all meetings of the stockholders and of the board of directors. He or she shall have and may exercise such powers as may, from time to time, be prescribed by the board of directors, these bylaws or as provided by law.

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SECTION 3.4 REGULAR MEETINGS

A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the state of Nevada or through remote communication, for the holding of additional regular meetings without other notice than such resolution.

SECTION 3.5 SPECIAL MEETINGS

Special meetings of the board of directors may be called by or at the request of the president, chairman or any two (2) directors. The directors shall hold as many special meetings as necessary throughout the year to effectively manage the activities of the corporation and fulfill their fiduciary obligations to the corporation. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the state of Nevada or through remote communication, as the place for holding any special meeting of the board of directors called by them.

SECTION 3.6 NOTICE

Written notice of any special meeting of directors shall be given as follows:

By mail to each director at his or her business address on record with the corporation for each director at least three (3) days prior to the meeting; or by personal delivery, e-mail or electronic communications at least twenty-four (24) hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. If sent electronically by e-mail or electronic communications, such notice shall be deemed to be delivered when electronically sent by the corporation addressed to the director at his or her provided e-mail or electronic communications address. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

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SECTION 3.7 QUORUM

A majority of the number of directors fixed by or pursuant to Section 3.3 of this Article 3 shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of directors present may adjourn the meeting from time to time without further notice.

SECTION 3.8 MANNER OF ACTING

Except as otherwise required by law or by the Articles of Incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

SECTION 3.9 INFORMAL ACTION BY DIRECTORS

Any action required or permitted to be taken by the board of directors or by a committee thereof at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or all of the committee members entitled to vote with respect to the subject matter thereof.

SECTION 3.10 PARTICIPATION BY REMOTE COMMUNICATIONS

Any members of the board of directors or any committee designated by such board may participate in a meeting of the board of directors or committee by means of remote communications such as telephone conference or similar electronic communications equipment by which all persons participating in the meeting can hear each other at the same time. Such director participation shall constitute presence in person at the meeting.

SECTION 3.11 VACANCIES

Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors even though the number may be less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to hold the position of director until the next annual meeting of stockholders or until their successors are duly elected and qualified. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors.

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SECTION 3.12 RESIGNATION

Any director of the corporation may resign at any time by giving written notice to the president or the secretary of the corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

SECTION 3.13 REMOVAL

Any director or directors of the corporation may be removed at any time, with or without cause, only by the affirmative vote of the holders of a two-thirds majority of the voting power of all of the shares of capital stock of the corporation then entitled to vote generally in the election of directors, voting as a single class.

SECTION 3.14 COMMITTEES

By resolution adopted by a majority of the board of directors, the directors may designate two (2) or more directors to constitute a committee, any of which shall have such authority in the management of the corporation as the board of directors shall designate and as shall be prescribed by Chapter 78 of Nevada Revised Statutes.

SECTION 3.15 COMPENSATION

By resolution of the board of directors and irrespective of any personal interest of any of the members, each director may be paid his or her expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.16 PRESUMPTION OF ASSENT

A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

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SECTION 3.17 ORGANIZATION

Meetings of the board of directors shall be presided over by the chairman, or in the absence of the chairman by the vice chairman, or in his or her absence by a chair chosen at the meeting by the directors present. The secretary, or in the absence, of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.

ARTICLE 4 - OFFICERS

SECTION 4.1 NUMBER

The officers of the corporation shall be a president, a secretary and a treasurer, or the respective equivalents of such offices, each of whom shall be elected by the board of directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors. Any two (2) or more offices may be held by the same person.

SECTION 4.2 ELECTION AND TERM OF OFFICE

The board of directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the board of directors, and shall have such powers and duties and be paid such compensation as may be directed by the board of directors; provided that the board of directors may empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint such other subordinate officers as the business of the corporation may require. Each officer of the corporation shall serve until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal in the manner hereinafter provided.

SECTION 4.3 REMOVAL

Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

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SECTION 4.4 VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term of such office.

SECTION 4.5 CHIEF EXECUTIVE OFFICER

The board of directors may elect a chief executive officer who, subject to the supervision and control of the board of directors, shall have the ultimate responsibility for the management and control of the business and affairs of the corporation, and perform such other duties and have such other powers which are delegated to him or her by the board of directors, these bylaws or as provided by law. In the absence of a president, the chief executive officer shall perform the duties and have the powers of the president.

SECTION 4.6 PRESIDENT

The president, subject to the control of the board of directors, shall in general actively supervise and control all of the business and affairs of the corporation. He or she shall, when present, and in the absence of a chairman of the board, preside at all meetings of the shareholders and of the board of directors. He or she may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, excepted in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

SECTION 4.7 VICE PRESIDENT

If elected or appointed by the board of directors, the vice president (or in the event there be more than one (1) vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall, in the absence of the president or in the event of his or her death, inability or refusal to act, perform all duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice president may sign, with the treasurer or an assistant treasurer or the secretary or an assistant secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

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SECTION 4.8 SECRETARY

The secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the board of directors in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (d) keep a register of the post office address and e-mail or electronic communications address, if any, of each shareholder which shall be furnished to the secretary by such shareholder; (e) sign with the chairman or vice chairman of the board of directors, or the president, or a vice president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

SECTION 4.9 TREASURER

The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 5 of these bylaws; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.

SECTION 4.10 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS

The assistant secretaries, when authorized by the board of directors, may sign with the chairman or vice chairman of the board of directors or the president or a vice president certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the board of directors. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors.

SECTION 4.11 BONDS

If the board of directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the board of directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.

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SECTION 4.12 SALARIES

The salaries of the officers shall be fixed from time to time by the board of directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the corporation.

ARTICLE 5 - CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 5.1 CONTRACTS

The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 5.2 LOANS

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 5.3 CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 5.4 DEPOSITS

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.

ARTICLE 6 – CAPITAL STOCK

SECTION 6.1 REGULATION

The board of directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of shares of the corporation, including the appointment of transfer agents and registrars. Such rules and regulations may be further contained within blockchain-related protocols, distributed ledgers, smart-contracts and any other digital technology systems utilized by the corporation in the issuance, transfer and registration of electronic tokenized securities.

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SECTION 6.2 STOCK CERTIFICATES AND UNCERTIFICATED SHARES

The board of directors may authorize the issuance of uncertificated or book-entry shares of some or all of the shares of any or all of its classes or series. The board of directors may further authorize the issuance of electronic tokenized securities utilizing blockchain protocols, distributed ledgers, smart-contracts and any other digital technology systems to represent the shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated or book-entry shares has no effect on any existing certificates for shares until surrendered to the corporation, or on the respective rights and obligations of the stockholders. Within a reasonable time after the issuance or transfer of shares uncertificated shares, the corporation shall send the stockholder a written statement certifying the number and class (and the designation of the series, if any) of the shares owned by such stockholder in the Corporation and any restrictions on the transfer or registration of such shares imposed by the Articles of Incorporation, Certificate of Designation, these bylaws, any agreement among stockholders or any agreement between the stockholders and the corporation. Notwithstanding the foregoing, upon the written request of a holder of shares of the corporation delivered to the secretary of the corporation or the corporation’s transfer agent, the corporation shall, within ten (10) days after receipt of the written request, send the stockholder of record a written statement confirming the information contained in the informational statement previously sent to the stockholder of record. Except as otherwise expressly provided by Nevada Revised Statutes, the rights and obligations of a class of stockholders of the corporation shall be identical whether or not their shares of stock are represented by certificates.

SECTION 6.3 CERTIFICATES AND INFORMATIONAL STATEMENTS

Each certificate, informational statement and electronic tokenized security representing shares shall state the name of the corporation, the fact that the corporation is organized or incorporated under the laws of the state of Nevada, the name of the person to whom issued, the date of issue, the class (or series of any class), the number of shares represented thereby and the par value of the shares represented thereby or a statement that such shares are without par value. A statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the certificates which the corporation shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any shareholder upon request without charge. No certificate, information statement or electronic tokenized security shall be issued until the shares represented thereby are fully paid. In addition to the foregoing, all certificates evidencing shares of the corporation’s capital stock or other securities issued by the corporation shall contain such legend or legends as may from time to time be required by Nevada Revised Statutes or such other federal, state or local laws or regulations then in effect. Each certificate, informational statement or electronic tokenized security shall be otherwise in such form as may be prescribed by the board of directors and as shall conform to the rules of any stock exchange on which the shares may be listed.

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SECTION 6.4 CANCELLATION OF CERTIFICATES

All certificates surrendered to the corporation for transfer shall be canceled and no new informational statements or electronic tokenized securities shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled.

SECTION 6.5 LOST, STOLEN OR DESTROYED CERTIFICATES

Any shareholder claiming that his or her certificate, if issued by the corporation, for shares is lost, stolen or destroyed may make an affidavit or affirmation of that fact and lodge the same with the secretary of the corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the president and treasurer of the corporation), a new informational statement or electronic tokenized security may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed.

SECTION 6.6 TRANSFER OF SHARES

Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation, Certificate of Designation or authorized therein, shares of the corporation shall be transferable on the stock transfer books of the corporation by the holder thereof in person or by his or her duly authorized attorney, upon the surrender and cancellation of a certificate or certificates, or upon notice of surrender and transfer in accordance with any electronic tokenized security protocols utilized by the corporation, for a like number of shares recorded upon the stock transfer books of the corporation. Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to being recorded in the stock transfer books in lieu thereof and issued an informational statement and electronic tokenized security as applicable. As against the corporation, a transfer of certificated or electronic tokenized security shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the state of Nevada.

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SECTION 6.7 INAPPLICABILITY OF ACQUISITION OF

CONTROLLING INTEREST STATUTES

Notwithstanding any other provision in these bylaws to the contrary, and in accordance with the provisions of Nevada Revised Statutes Section 78.378, the provisions of Nevada Revised Statutes Sections 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests in the corporation shall not apply to the corporation or to any acquisition of any shares of the corporation’s capital stock.

ARTICLE 7 - FISCAL YEAR

The fiscal year of the corporation shall end on the last day of December in each calendar year. The fiscal year of the corporation may be changed by the affirmative vote of a majority of the board of directors.

ARTICLE 8 - DISTRIBUTIONS

The board of directors may from time to time declare, and the corporation may pay, distributions (as defined in Nevada Revised Statute Section 78.191) subject to the provisions of the laws of the State of Nevada, the Articles of Incorporation, and Certificate of Designation(s). Distributions may be paid in money, shares of corporate stock, property or any other medium not prohibited under applicable law. The board of directors may fix in advance a record date, in accordance with and as provided in Section 2.6 of Article, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution.

ARTICLE 9 - CORPORATE SEAL

The board of directors may by resolution authorize a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL." The seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except as otherwise specifically provided in these bylaws, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

ARTICLE 10 - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Chapter 78 of the Nevada Revised Statutes, or otherwise, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the event or other circumstance requiring such notice, shall be deemed equivalent to the giving of such notice.

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ARTICLE 11 - AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any meeting of the board of directors of the corporation at which a quorum is present.

ARTICLE 12 - EXECUTIVE COMMITTEE

SECTION 12.1 APPOINTMENT

The board of directors by resolution adopted by a majority of the full board, may designate two (2) or more of its members to constitute an executive committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law.

SECTION 12.2 AUTHORITY

The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee and except also that the executive committee shall not have the authority of the board of directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the bylaws of the corporation.

SECTION 12.3 TENURE AND QUALIFICATIONS

Each member of an executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until his or her successor is designated as a member of the executive committee and is elected and qualified.

SECTION 12.4 MEETINGS

Regular meetings of an executive committee may be held without notice at such time and places as the executive committee may fix from time to time by resolution. Special meetings of an executive committee may be called by any member thereof upon not less than one (1) day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the executive committee at his or her business address. If sent electronically by e-mail or electronic communications, such notice shall be deemed to be delivered when electronically sent by the corporation, addressed to the member of the executive committee at his or her e-mail or electronic communications address provided to the corporation. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of an executive committee need not state the business proposed to be transacted at the meeting.

SECTION 12.5 QUORUM

A majority of the members of an executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

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SECTION 12.6 INFORMAL ACTION BY EXECUTIVE COMMITTEE

Any action required or permitted to be taken by an executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors of the executive committee entitled to vote with respect to the subject matter thereof.

SECTION 12.7 VACANCIES

Any vacancy in an executive committee may be filled by a resolution adopted by a majority of the full board of directors.

SECTION 12.8 RESIGNATIONS AND REMOVAL

Any member of an executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of an executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 12.9 PROCEDURE

The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting thereof held next after the proceedings shall have been taken.

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ARTICLE 13 - INDEMNIFICATION

SECTION 13.1 INDEMNIFICATION

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if the person is either not liable pursuant to Nevada Revised Statute Section 78.138 or acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct as unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to Nevada Revised Statute Section 78.138 or did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, the person had reasonable cause to believe his or her conduct was unlawful.

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation. Indemnification may not be made for any claim, issue or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

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SECTION 13.2 RIGHT TO INDEMNIFICATION

To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 13.1 of this Article 13, or in defense of any claim, issue or matter therein, the corporation shall indemnify the person against expenses, including attorneys' fees, actually and reasonably incurred by the person in connection with the defense.

SECTION 13.3 GROUPS AUTHORIZED TO

MAKE INDEMNIFICATION DETERMINATION

Any indemnification under Sections 13.1 or 13.2 of this Article 13, unless ordered by a court or advanced pursuant to Sections 13.1 or 13.2 of this Article 13, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) by the stockholders; (b) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

SECTION 13.4 PAYMENT AND ADVANCE OF EXPENSES

The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the person is not entitled to be indemnified by the corporation. The provisions of this Section 13.4 of this Article 13 do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

SECTION 13.5 INSURANCE

The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any indemnitee for any liability asserted against him or her and liability and expenses incurred by the person in his or her capacity as a director, officer, employee, member, managing member or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify the person against such liability and expenses.

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ARTICLE 14 – CHANGES IN NEVADA LAW

References in these bylaws to the laws of the State of Nevada or Nevada Revised Statutes or to any provision thereof shall be to such law as it existed on the date these bylaws were adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide in Article 13, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these bylaws shall continue as theretofore to the extent permitted by law; and (ii) if such change permits the corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE 15 – SELECTION OF FORUM FOR

ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, the State of Nevada business court possessing exclusive original jurisdiction to hear business disputes shall, to the fullest extent permitted by law, be the sole and exclusive forum for any, all or certain (i) concurrent judicial actions as defined in NRS 78.046(5)(a) as the same now exists and (ii) internal actions as defined in NRS 78.046(5)(d) as the same now exists or hereafter may be amended or supplemented. In the event the State of Nevada business court possessing exclusive original jurisdiction to hear business disputes has not been established by the State of Nevada, the Second Judicial District Court of the State of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for that action. In the event any cause of action claim depicted in (i) and (ii) above is determined by law to not be justiciable by the State of Nevada business court possessing exclusive original jurisdiction to hear business disputes or the Second Judicial District Court of the State of Nevada due to the matter being the exclusive jurisdiction of the United States federal courts, the United States District Court of Nevada shall, to the fullest extent permitted by law, be the sole and exclusive forum for that matter.

ARTICLE 16 – WAIVER OF TRIAL BY JURY

In accordance with NRS Section 78.046(4), as the same now exists or hereafter may be amended or supplemented, any, all or certain internal actions required to be tried in any court specified within Article 15 shall be tried before the presiding judge as the trier of fact and shall not be tried before a jury. This Article 16 shall conclusively operate as a waiver of the right to trial by jury by each party to any internal action as defined in NRS Section 78.046(5)(d), as the same now exists or hereafter may be amended or supplemented. This Article 16 shall not be construed as to limit or otherwise affect any right to a jury trial in any action, suit or proceeding that is not an internal action.

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ARTICLE 17 – SEVERABILITY

If any provision(s) of these bylaws shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of these bylaws (including, without limitation, each portion of any paragraph of these bylaws containing any such provision(s) held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision(s) to other persons, entities and circumstances shall not in any way be affected or impaired thereby.

CERTIFICATION

The undersigned, as the duly elected Secretary of Tokenova Worldwide, Inc., a Nevada corporation (the “Corporation”), does hereby certify that the foregoing Bylaws were reviewed, approved and adopted by the Board of Directors of the Corporation and are effective as of September 9, 2026.

____________________________________

Aaron Jay “A.J.” Ripin, Secretary

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Broker-Dealer Engagement Agreement - Reg A+ Tier 2

This agreement (together with the exhibits and schedules attached hereto, the "Agreement") is entered into by and between Tokenova Worldwide, lnc."Client"), a Nevada (state and form of organization), and Andes Capital Group, LLC, an Illinois limited liability company ("Andes"), a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of FINRA, SIPC, and MSRB, with its principal office at 205 W. Wacker Drive, Suite 610, Chicago, IL 60606. Client and Andes (each a "Party" and collectively the "Parties") agree to be bound by the terms of this Agreement, effective as of April 5, 2026 (the "Effective Date"):

Whereas, Andes is a registered broker-dealer providing services in the equity and debt securities markets, including offerings conducted under SEC exemptions such as Regulation D Rule 506(6), Rule 506(c), Regulation A+ (Tier 1 and Tier 2), Regulation Crowdfunding (Reg CF), and others;

Whereas, Client is offering securities directly to the public in an offering exempt from registration under Regulation A, Tier 2 (the "Offering"), with a maximum aggregate offering amount of $75,000,000; and

Now, Therefore, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Client hereby engages and retains Andes to act as broker-dealer of record for the Offering and to provide the operations and compliance services listed below:

This Agreement will commence on the Effective Date and remain in effect for a period of twelve (12) months, automatically renewing for successive twelve (12) month terms unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the then-current term. Notwithstanding the foregoing, this Agreement may be terminated: (i) upon sixty (60) days' written notice if either Party fails to perform or observe any material term, covenant, or condition of this Agreement and such failure remains uncured; (ii) upon written notice if any material representation or warranty made by either Party proves to have been incorrect in any material respect when made; (iii) immediately, to the extent necessary to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable; or (iv) upon thirty (30) days' written notice if either Party commences a voluntary proceeding seeking liquidation, reorganization, or other relief, is adjudged bankrupt or insolvent, has a final and unappealable order for relief entered against it under any bankruptcy, insolvency, or similar law, or executes a general assignment for the benefit of creditors. The remedies described in this Section are not exclusive of any other remedies available at law or in equity. Any delay or failure by a Party to exercise any right, power, remedy, or privilege shall not be construed as a waiver thereof. All terms of this Agreement that should reasonably survive termination shall so survive, including, without limitation, the indemnification obligations, the limitations of liability, the confidentiality obligations, and the obligation to pay Fees earned for Services provided prior to termination.

Andes will perform the Services described in Section 1 in connection with the Offering. The scope of Services shall not be expanded or modified except by the written agreement of the Parties.

3.2  Investor Outreach (Placement) Fee. As compensation for investor outreach Services, pursuant to which Andes will introduce the Offering to its network of institutional and accredited investors, Client shall pay Andes a fee equal to 5.0% of the gross proceeds raised solely from investors directly introduced to the Offering by Andes or by any Selling Group Member (as defined in Section 4.10) and traceable to such introduction efforts (collectively, "Outreach-Sourced Proceeds"); provided, however, that the aggregate Outreach-Sourced Proceeds on which this fee is calculated shall be capped at $20,000,000, such that the aggregate compensation payable under this Section 3.2 (whether retained by Andes or reallowed to one or more Selling Group Members pursuant to Section 4.10) shall not exceed $1,000,000. The $1,000,000 cap set forth in this Section 3.2 is a single, shared cap covering both (i) fees retained by Andes for investors it directly introduces and (ii) any reallowance paid to Selling Group Members under Section 4.10 for investors they introduce; in no event shall Client's aggregate liability under this Section 3.2 (inclusive of reallowance to Selling Group Members) exceed $1,000,000. No fee shall be due under this Section 3.2 with respect to investors sourced by Client or by any other party other than Andes or a Selling Group Member. At 5.0%, the maximum compensation under this Section 3.2 is $1,000,000.

3.3   Onboarding and Consulting Fee. Client shall pay Andes a one-time onboarding and consulting fee of $7,500, payable in full upon execution of this Agreement. This fee covers Services provided by Andes in connection with the initial onboarding of the Offering, including coordination with third-party vendors and general advisory services regarding the Offering.

3.4   Maximum Compensation. Excluding pass-through expenses described in Section 4, the maximum aggregate compensation payable by Client under this Agreement (inclusive of any amounts reallowed by Andes to Selling Group Members pursuant to Section 4.10) is $1,757,500 (consisting of $750,000 for broker-dealer of record Services, $1,000,000 for investor outreach Services (shared between Andes and Selling Group Members as a single capped pool), and $7,500 for onboarding).

4.1    General Compliance. Client and its third-party service providers shall at all times: (i) cooperate with reasonable requests of Andes relating to the performance of the Services and Andes' regulatory obligations; (ii) maintain all required registrations, licenses, and qualifications, including foreign qualification where necessary; and (iii) pay all related fees and expenses (including the FINRA Corporate Financing filing fee described below) necessary or appropriate to perform their respective obligations under this Agreement. Client shall comply with Andes' written supervisory procedures and policies as they relate to the Offering.

4.2   FINRA Filing Fee. The FINRA Corporate Financing filing fee for this $75,000,000 best-efforts Offering is $11,750 (calculated as 0.00015 of the maximum offering amount, plus $500), and shall be a pass-through expense reimbursed by Client to Andes prior to Andes' submission of the Rule 5110 filing to FINRA. Andes will remit this fee to FINRA on Client's behalf.

4.3 Sales Literature; FINRA Rule 2210.  All offering communications, sales literature, and retail communications used in connection with the Offering, whether prepared by Client, by Andes, or by any third party engaged by Client (including marketing agencies, video producers, and online platforms), shall be subject to review and approval by Andes prior to first use. Client shall not, and shall cause its agents not to, use, distribute, or publish any such communication without Andes' prior written approval. Andes shall be responsible for filing such communications with FINRA to the extent required under FINRA Rule 2210 and for maintaining the records required thereunder.

4.4  Testing the Waters. Client represents that all "testing the waters" communications used by Client prior to the Effective Date complied with Rule 255 under the Securities Act of 1933. Following the Effective Date, Client shall submit any proposed testing-the-waters or solicitation-of-interest materials to Andes for review and written approval prior to use.

4.5  Investor Acceptance and Suitability. Client and Andes shall share responsibility for review of documentation related to each subscription, but the ultimate decision to accept or reject any investor and any subscription rests with Client. Each investor shall be the customer of Client and not of Andes. To the extent any recommendation of the Offering is made by Andes to a retail customer (as defined in SEC Regulation Best Interest), such recommendation will be subject to Andes' Reg Bl obligations and written supervisory procedures.

4.6  Escrow. Although an escrow arrangement is not required for a Regulation A, Tier 2 offering, Andes recommends that investor funds be held with a qualified third-party escrow agent. If Client elects to use an escrow arrangement, the escrow agent shall be selected by Client and reasonably acceptable to Andes, and the arrangement shall comply with SEC Rule 1Sc2-4 to the extent applicable. Funds held in escrow shall be released only upon satisfaction of the conditions set forth in the escrow agreement and the Offering Circular.

4.7 AML/KYC.  Andes shall perform AML, KYC, and OFAC screening on each prospective investor in accordance with the Bank Secrecy Act, the USA PATRIOT Act, FinCEN regulations, and Andes' written AML program. Client shall reasonably cooperate with Andes in connection with such screening, including providing such information as Andes may request to satisfy its customer identification obligations.

4.8 Supervision. Each Party is responsible for supervising and training its own employees and registered representatives in connection with their respective functions under this Agreement.

4.9  Regulatory Notices. Each Party shall promptly notify the other concerning any material communication from any Governmental Authority or Self-Regulatory Organization with respect to this Agreement or the Offering, except where such notification is expressly prohibited by the applicable Governmental Authority.

4.10  Syndicate; Selling Group. Client hereby appoints Andes as the managing broker-dealer (the "Managing Broker-Dealer") for the Offering. In such capacity, Andes is authorized, in its discretion and subject to Client's prior written consent (not to be unreasonably withheld), 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 the Offering. Each Selling Group Member shall be a broker-dealer in good standing, registered with the SEC and a member of FINRA, and shall be engaged pursuant to a written selling group agreement (a "Selling Group Agreement") executed by Andes, the applicable Selling Group Member, and (where required) Client. Each Selling Group Agreement shall, at a minimum: (i) require the Selling Group Member to comply with all applicable federal and state securities laws, FINRA rules (including Rule 2040, Rule 2111, Rule 2210, Rule 5110, and Regulation Best Interest), and Andes' written supervisory procedures applicable to the Offering; (ii) require the Selling Group Member to perform its own customer identification, AML, KYC, and OFAC screening with respect to investors it introduces, consistent with the Bank Secrecy Act, the USA PATRIOT Act, and FinCEN regulations; (iii) prohibit the Selling Group Member from using any offering communication, sales literature, or retail communication that has not been pre-approved in writing by Andes pursuant to Section 4.3; (iv) require the Selling Group Member to promptly remit all investor funds in compliance with SEC Rule 1Sc2-4; (v) include customary representations, indemnification, and termination provisions reasonably acceptable to Andes and Client; and (vi) provide that the Selling Group Member is acting as an independent contractor and not as an agent, partner, or joint venturer of Andes or Client. As compensation for their services, Selling Group Members shall be paid solely by reallowance from the Investor Outreach (Placement) Fee payable to Andes under Section 3.2, on terms set forth in the applicable Selling Group Agreement; such reallowance, together with the portion of the Section 3.2 fee retained by Andes, shall in no event exceed the $1,000,000 shared cap set forth in Section 3.2. No additional fee shall be payable by Client to any Selling Group Member, and the appointment of Selling Group Members shall not increase the maximum aggregate compensation payable by Client under Section 3.4. The form of Selling Group Agreement is attached hereto as Exhibit A. Andes shall be responsible for any required filings with FINRA with respect to the Selling Group and for supervising Selling Group Members to the extent required by applicable FINRA rules; provided, however, that each Selling Group Member shall remain responsible for the supervision of its own associated persons. Client's consent to any specific Selling Group Member or Selling Group Agreement shall not be deemed a waiver of any right or remedy under this Agreement, and Client shall have no obligation to accept any investor introduced by a Selling Group Member.