Risk Disclosure Prospectus

InfinityBlockchain Token (IB) — Mandatory Investor Risk Information

Effective Date: April 2026
HIGH RISK INVESTMENT — READ CAREFULLY

Important Notice to All Prospective Purchasers

This Risk Disclosure Prospectus describes the material risks associated with the acquisition, holding, and disposal of the InfinityBlockchain Token (“IB Token”). Investment in IB Tokens is suitable only for sophisticated investors who can withstand the total loss of their investment. Read this document in full before purchasing any IB Tokens, alongside the Token Purchase Agreement and the IB Token Whitepaper.

1. Investment Risk — Total Loss Possible

Investment in IB Tokens involves a high degree of risk. Purchasers may lose the entire amount invested.

There is:

  • No capital protection
  • No guaranteed secondary market liquidity
  • No guaranteed annual distribution

The IB Token is a profit-participation digital asset and not a bank deposit. It is not insured by the FDIC, SIPC, or any other deposit insurance scheme.

2. Regulatory & Securities Law Risk

The IB Token is classified as a Security Token as described in the IB Token Whitepaper.

2.1 Regulatory Reclassification Risk

Future changes in U.S., EU, or international securities law may:

  • Require additional registration
  • Restrict trading
  • Prohibit secondary market transfers

2.2 Jurisdictional Restrictions

The token is not registered in:

  • European Union
  • Germany
  • Any jurisdiction requiring a prospectus

If regulators determine non-compliance, consequences may include:

  • Enforcement actions
  • Investor restrictions
  • Forced restructuring

3. Profit Distribution Risk

The IB Token model provides for distribution of up to 10% of annual Net Revenue as described in the IB Token Whitepaper.

Risks:

  • Net revenue may be zero or negative
  • Operational costs may reduce distributable amounts
  • No minimum payout is guaranteed
  • Accounting standards (GAAP / IFRS) may change net calculation

There is no guarantee of continuous distribution.

4. Business Risk

The value of IB Tokens depends entirely on the commercial success of InfinityBlockchain LLC.

Risks include:

  • Market competition
  • Revenue shortfall
  • Key person risk (CEO dependency) — loss of key personnel may materially impact operations
  • Affiliate model instability
  • Strategic misallocation of funds

Failure of business operations may eliminate profit distributions.

5. Liquidity & Exchange Risk

Although exchange listing is planned (Dexomy confirmed; Binance is a target), the IB Token Whitepaper makes clear that:

  • There is no guarantee of listing
  • There is no guarantee of liquidity
  • There is no guarantee of price stability

Token price may be extremely volatile. Secondary market value may fall below ICO price — in some cases to zero.

6. Smart Contract & Blockchain Risk

The IB Token is issued as a BEP-20 token on the Binance Smart Chain (and as ERC-20 on Ethereum and Polygon).

Risks include:

  • Smart contract bugs
  • Exploits
  • Blockchain congestion
  • Network failure
  • Hard forks

Loss of private keys = irreversible loss of tokens. Neither InfinityBlockchain LLC nor any third party can recover lost wallet credentials.

7. Revenue Definition & Audit Risk

Net Revenue is defined under U.S. GAAP or IFRS as detailed in the IB Token Whitepaper.

Risks include:

  • Accounting interpretation differences
  • Auditor disagreements
  • Delayed reporting
  • Unexpected tax liabilities

Audit does not eliminate the risk of miscalculation.

8. ICO Execution Risk

The ICO follows a phased pricing schedule (USD 5 to USD 15) as described in the IB Token Whitepaper.

Risks:

  • Minimum target may not be reached
  • Extension period may be required
  • Capital shortfall may impact roadmap delivery
  • Affiliate payouts reduce operational liquidity

9. Marketing & Affiliate Risk

The IB Token model allocates up to 40% to marketing & partnerships as described in the IB Token Whitepaper.

Risks:

  • High commission model may reduce effective capital available for development
  • Regulatory risk from affiliate advertising in restricted jurisdictions
  • Misrepresentation by third-party promoters

InfinityBlockchain LLC is not responsible for unauthorized marketing statements made by affiliates, promoters, or third parties. Investors should rely solely on official documentation (Whitepaper, Token Purchase Agreement, this Risk Disclosure Prospectus).

10. Taxation Risk

The tax treatment of:

  • ICO proceeds
  • Profit distributions
  • Secondary market sales

varies significantly by jurisdiction. Investors are solely responsible for:

  • Personal tax compliance
  • Reporting obligations
  • Withholding requirements where applicable

InfinityBlockchain LLC does not provide tax advice. Consult an independent qualified tax advisor before purchasing IB Tokens.

11. No Governance Rights

IB Token holders explicitly:

  • Do not receive equity in InfinityBlockchain LLC
  • Do not receive voting rights on company decisions
  • Do not hold shareholder status under Wyoming LLC law
  • Have no control over management decisions, hiring, capital allocation, or strategic direction

Profit participation does not equal ownership of the LLC. The IB Token grants only the contractual right to participate in distributions as defined in the Token Purchase Agreement — it grants no membership interest, no equity stake, and no governance powers.

12. Forward-Looking Statements

All projections, roadmap items, business plans, revenue forecasts, listing targets, and strategic statements made in:

  • The IB Token Whitepaper
  • The Token Purchase Agreement
  • This Risk Disclosure Prospectus
  • InfinityBlockchain.io marketing materials
  • Affiliate communications and presentations

are forward-looking statements and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance, or achievements to differ materially from any future results, performance, or achievements expressed or implied by such statements.

Words such as “may”, “will”, “expect”, “anticipate”, “target”, “plan”, “estimate”, “project”, “believe”, and similar expressions are intended to identify forward-looking statements. Actual results may differ materially. InfinityBlockchain LLC undertakes no obligation to update or revise any forward-looking statement.

Investor Acknowledgement

By purchasing IB Tokens, the investor confirms that they have:

  • Read this Risk Disclosure Prospectus in full
  • Understood the risks set out in Sections 1 to 12 above
  • Consulted independent legal, financial, and tax advisors as appropriate
  • The financial means to bear a total loss of the investment

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