0

Table of Contents

1. Date of notification
2. Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114
3. Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114
4. Statement in accordance with Article 6(5), points (a), (b), (c) of Regulation (EU) 2023/1114
5. Statement in accordance with Article 6(5), point (d) of Regulation (EU) 2023/1114
6. Statement in accordance with Article 6(5), points (e) and (f) of Regulation (EU) 2023/1114
7. SUMMARY
   • Warning in accordance with Article 6(7), second subparagraph of Regulation (EU) 2023/1114
   • Characteristics of the crypto-asset
   • Key information about the offer to the public or admission to trading
8. Part I – Information on risks
   • Offer-Related Risks
   • Issuer-Related Risks
   • Crypto-Assets-related Risks
   • Project Implementation-Related Risks
   • Technology-Related Risks
   • Mitigation measures
9. Part A – Information about the offeror or the person seeking admission to trading
   • Name
   • Legal form
   • Registered address
   • Head office
   • Registration Date
   • Legal entity identifier
   • Another identifier required pursuant to applicable national law
   • Contact telephone number
   • E-mail address
   • Response Time (Days)
   • Parent Company
   • Members of the Management body
   • Business Activity
   • Parent Company Business Activity
   • Newly Established
   • Financial condition for the past three years
   • Financial condition since registration
10. Part B – Information about the issuer, if different from the offeror or person seeking admission to trading
    • Issuer different from offeror or person seeking admission to trading
    • Name
    • Legal form
    • Registered address
    • Head office
    • Registration Date
    • Legal entity identifier
    • Another identifier required pursuant to applicable national law
    • Parent Company
    • Members of the Management body
    • Business Activity
    • Parent Company Business Activity
11. Part C – Information about the operator of the trading platform
    • Name
    • Legal form
    • Registered address
    • Head office
    • Registration Date
    • Legal entity identifier of the operator of the trading platform
    • Another identifier required pursuant to applicable national law
    • Parent Company
    • Reason for Crypto-Asset White Paper Preparation
    • Members of the Management body
    • Operator Business Activity
    • Parent Company Business Activity
    • Other persons drawing up the crypto-asset white paper according to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114
    • Reason for drawing the white paper by persons referred to in Article 6(1), second subparagraph, of Regulation (EU) 2023/1114
12. Part D – Information about the crypto-asset project
    • Crypto-asset project name
    • Crypto-assets name
    • Abbreviation
    • Crypto-asset project description
    • Details of all natural or legal persons involved in the implementation of the crypto-asset project
    • Utility Token Classification
    • Key Features of Goods/Services for Utility Token Projects
    • Plans for the token
    • Resource Allocation
    • Planned Use of Collected Funds or Crypto-Assets
13. Part E – Information about the offer to the public of crypto-assets or their admission to trading
    • Public Offering or Admission to trading
    • Reasons for Public Offer or Admission to trading
    • Fundraising Target
    • Minimum Subscription Goals
    • Maximum Subscription Goal
    • Oversubscription Acceptance
    • Oversubscription Allocation
    • Issue Price
    • Official currency or any other crypto-assets determining the issue price
    • Subscription fee
    • Offer Price Determination Method
    • Total Number of Offered/Traded Crypto-Assets
    • Targeted Holders
    • Holder restrictions
    • Reimbursement Notice
    • Refund Mechanism
    • Refund Timeline
    • Offer Phases
    • Early Purchase Discount
    • Time-limited offer
    • Subscription period beginning
    • Subscription period end
    • Safeguarding Arrangements for Offered Funds/Crypto-Assets
    • Payment Methods for Crypto-Asset Purchase
    • Value Transfer Methods for Reimbursement
    • Right of Withdrawal
    • Transfer of Purchased Crypto-Assets
    • Transfer Time Schedule
    • Purchaser’s Technical Requirements
    • Crypto-asset service provider (CASP) name
    • CASP identifier
    • Placement form
    • Trading Platforms name
    • Trading Platforms Market Identifier Code (MIC)
    • Trading Platforms Access
    • Involved costs
    • Offer Expenses
    • Conflicts of Interest
    • Applicable law
    • Competent court
14. Part F – Information about the crypto-assets
    • Crypto-Asset Type
    • Crypto-Asset Functionality
    • Planned Application of Functionalities
    • A description of the characteristics of the crypto-asset, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109 of Regulation (EU) 2023/1114
    • Type of white paper
    • The type of submission
    • Crypto-Asset Characteristics
    • Commercial name or trading name
    • Website of the issuer
    • Starting date of offer to the public or admission to trading
    • Publication date
    • Any other services provided by the issuer
    • Identifier of operator of the trading platform
    • Language or languages of the white paper
    • Digital Token Identifier Code
    • Functionally Fungible Group Digital Token Identifier
    • Voluntary data flag
    • Personal data flag
    • LEI eligibility
    • Home Member State
    • Host Member States
15. Part G – Information on the rights and obligations attached to the crypto-assets
    • Purchaser Rights and Obligations
    • Exercise of Rights and obligations
    • Conditions for modifications of rights and obligations
    • Future Public Offers
    • Issuer Retained Crypto-Assets
    • Utility Token Classification
    • Key Features of Goods/Services of Utility Tokens
    • Utility Tokens Redemption
    • Non-Trading request
    • Crypto-Assets purchase or sale modalities
    • Crypto-Assets Transfer Restrictions
    • Supply Adjustment Protocols
    • Supply Adjustment Mechanisms
    • Token Value Protection Schemes
    • Token Value Protection Schemes Description
    • Compensation Schemes
    • Compensation Schemes Description
    • Applicable law
    • Competent court
16. Part H – Information on the underlying technology
    • Distributed ledger technology
    • Protocols and technical standards
    • Technology Used
    • Consensus Mechanism
    • Incentive Mechanisms and Applicable Fees
    • Use of Distributed Ledger Technology
    • DLT Functionality Description
    • Audit
    • Audit outcome
17. Part J – Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts
    • Name
    • Relevant legal entity identifier
    • Name of the crypto-asset
    • Consensus Mechanism
    • Incentive Mechanisms and Applicable Fees
    • Beginning of the Period to which the Disclosed Information Relates
    • End of the Period to which the Disclosed Information Relates
    • Mandatory key indicator on energy consumption
    • Energy Consumption
    • Sources and methodologies
    • Energy Consumption Sources and Methodologies

1

Date of Notification

21/02/2025

2

Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114

This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The person seeking admission to trading of the crypto-asset is solely responsible for the content of this crypto-asset white paper.

3

Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114

This crypto-asset white paper complies with Title II of Regulation (EU) 2023/1114 and, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.

4

Statement in accordance with Article 6(5), points (a), (b), (c) of Regulation (EU) 2023/1114

The crypto-asset referred to in this white paper may lose its value in part or in full, may not always be transferable and may not be liquid.

5

Statement in accordance with Article 6(5), point (d) of Regulation (EU) 2023/1114

FALSE

6

Statement in accordance with Article 6(5), points (e) and (f) of Regulation (EU) 2023/1114

The crypto-asset referred to in this white paper is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council.

The crypto-asset referred to in this white paper is not covered by the deposit guarantee schemes under Directive 2014/49/EU of the European Parliament and of the Council.

SUMMARY

7

Warning in accordance with Article 6(7), second subparagraph of Regulation (EU) 2023/1114

Warning: This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone.

The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law.

This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council (36) or any other offer document pursuant to Union or national law.

8

Characteristics of the crypto-asset

NEWT (the “Token”) will be launched as an ERC-20 token on the Ethereum blockchain. The Token will provide its holders with a set of rights within the Newton Protocol Ecosystem (the “Ecosystem”). Token holders will be able to stake the Token to help secure the Protocol and to participate in the Protocol’s governance by voting on proposals to modify and update the Newton Protocol (the “Protocol”).

Additionally, those who stake the Token will be rewarded with Token for helping to secure the Protocol. Once the Protocol reaches the appropriate stage of maturity, the Token will also be used to pay the Protocol’s fees and reward validators.

Any changes based on proposals can only occur through a governance vote by the Protocol governance, meaning that any modifications require the approval of those who have staked the Token.

9

Not applicable.

10

Key information about the offer to the public or admission to trading

Magic Newton Foundry Ltd. (the “Issuer”) seeks admission of the Token to trading on multiple trading platforms (the “Exchanges”) in order to encourage users to exert efforts towards contribution and participation in the Ecosystem, thereby creating a mutually beneficial system where every participant is fairly compensated for their efforts.

Additionally, by seeking admission to trading, they aim to increase the liquidity of the Token, facilitating equitable access and its exchangeability.

Part I – Information on risks

I.1

Offer-Related Risks

The Issuer neither operates, controls, oversees, nor manages the functioning of the Exchanges where the Token will be admitted. Additionally, the Token’s underlying protocol and governance structure may evolve due to ongoing technical, regulatory, and industry developments. Unforeseen risks may arise, and new challenges or opportunities may necessitate changes in the Protocol’s strategies, goals, and structure. The risks outlined below highlight regulatory uncertainty, liquidity limitations, governance risks, network centralization concerns, security vulnerabilities, and potential adjustments to fees or token supply that could impact the offer and trading of the Token.

• Regulatory Compliance Risks: Although the Token is designed to comply with existing regulations (such as MiCA), evolving regulatory landscapes could impact its classification, trading status, or community acceptance. Changes in regulatory requirements may necessitate modifications to the Protocol’s operation, structure, or governance. Token holders must ensure compliance with local laws, as regulatory treatment of crypto-assets varies across jurisdictions.
• Volatility: The Token is subject to extreme price fluctuations, influenced by speculation, sentiment, and broader industry trends. External factors, such as regulatory announcements or technological developments, may further contribute to volatility, potentially leading to financial losses for holders.
• Liquidity Risks: The ability to transact Tokens depends on activity on decentralized exchanges (“DEXs”) and, if applicable, centralized exchanges (“CEXs”). Limited liquidity may result in difficulties executing large trades without significant price impact, increasing the risk of loss.
• Risk of Trading Platforms: When Token holders trade on Exchanges, the Issuer does not act as a contractual party to these transactions. All legal relationships regarding these trading platforms are subject to their respective terms and conditions, with no responsibility assumed by the Issuer for their operations, services, or outcomes.
• Risk of Delisting: There is no guarantee that the Token will remain listed on any exchange. Delisting could significantly hinder the ability to trade Tokens, reducing liquidity and market value.
• Risk of Bankruptcy: The Exchanges or trading platforms where the Token is listed may become insolvent or cease operations, potentially resulting in a loss of access to funds or Tokens.
• Blockchain and Smart Contract Dependency: The Token relies entirely on its blockchain infrastructure. Any network downtime, congestion, security vulnerabilities, or smart contract failures could negatively impact its functionality, accessibility, or security. Additionally, the Protocol may initially operate under a centralized or permissioned model, where specific providers or node operators manage the network. This structure presents centralization risks, including the potential for censorship or data monetization.
• Custodial and Reimbursement Risks:Contributions during the public offer are safeguarded by a supervised financial institution. However, delays or unforeseen circumstances may affect the speed of reimbursements in the event of a failed or cancelled offer. Refunds may also be subject to specific timing constraints.
• Governance and Economic Model Risks: The current model relies on existing token allocations and does not incorporate inflation. However, governance decisions or operational needs may necessitate future adjustments, potentially introducing inflationary mechanisms or modifications to the fee structure.
• Operational Risks: Risks associated with the Issuer’s internal processes, personnel, and technologies may impact the ability to manage the Token’s operations effectively. Failures in operational integrity could lead to disruptions, financial losses, or reputational damage.
• Financial Risks: The Issuer may face financial risks, including liquidity shortages, credit risks, or market fluctuations, which could affect its ability to continue operations, meet obligations, or sustain the stability and value of the Token.
• Legal Risks: Uncertainties in legal frameworks, regulatory changes, potential lawsuits, or adverse legal rulings could pose significant risks, affecting the legality, usability, or value of the Token.
• Fraud and Mismanagement Risks: The risk of fraudulent activity or mismanagement within the Issuer’s operations may impact the credibility of the project and the usability or value of the Token.
• Reputational Risks: Negative publicity—whether due to operational failures, security breaches, or associations with illicit activities—could damage the Issuer’s reputation and, by extension, impact the value and acceptance of the Token.
• Technology Management Risks: Inadequate management of technological updates or failure to keep pace with advancements may result in security vulnerabilities, inefficiencies, or obsolescence of the Token and its supporting infrastructure.
• Dependency on Key Individuals: The success of the Token and its ecosystem may be highly dependent on key individuals. Loss or changes in project leadership could lead to operational disruptions, a loss of trust, or potential project failure.
• Conflicts of Interest: Misalignment of interests between the Issuer and Token holders may lead to governance decisions that are not in the best interests of the community, potentially affecting the value of the Token or damaging the credibility of the project.
• Counterparty Risks: The Issuer’s reliance on external partners, service providers, and collaborators introduces risks related to non-fulfilment of obligations, which may affect the Token’s operations, liquidity, or overall ecosystem stability.
• Industry Competition Risks: The Issuer faces competition from other projects, including larger and well-funded ventures that may attract more users and liquidity, potentially diminishing the viability of the Token.
• Investor Vesting Risks: While investors and Issuer’s Tokens are subject to a 36-month vesting schedule (beginning on the date of the first Token listing) to prevent ‘rug pulls’ and conflicts of interest, the unlocking of Tokens over time could affect supply and demand trends and liquidity.
• Speculative Nature of the Token: Other than as stated herein with respect to governance, staking, and fee-payment, or other utility as may be introduced by governance votes, the Token has no inherent utility beyond community-driven interest. Its value is highly speculative and subject to fluctuations based on external perceptions.
• Unanticipated Risks: There may be additional risks that cannot be foreseen. Some risks may materialize as unexpected variations or combinations of the factors discussed in this section.

I.2

Issuer-Related Risks

Not applicable, as the Issuer is the same as the person seeking the admission of the Token to trading.

I.3

Crypto-Assets-related Risks

• Volatility Risks: The Token’s value is highly volatile and may fluctuate due to speculation, sentiment, regulatory developments, and technological advancements. External factors, such as shifting trends in the crypto industry, changing demand for blockchain services, or macroeconomic conditions, could contribute to extreme price fluctuations, potentially leading to total depreciation.
• Speculative Nature: No assurances of future value, performance, or rewards are made regarding the Token. Other than as stated herein with respect to governance, staking, and fee-payment, or other utility as may be introduced by governance votes, the Token has no inherent or guaranteed utility beyond its role in the Ecosystem, and its valuation depends entirely on user adoption, demand, and community engagement. If adoption of the Protocol fails to grow as expected, the Token’s value may be significantly impacted.
• Liquidity Risks: The ability to trade the Token depends on the level of activity on decentralized exchanges (“DEXs”) and, where applicable, centralized exchanges (“CEXs”). Low trading volume may result in difficulties executing large transactions without significant price impact. Limited demand for the Token or the underlying protocol may further reduce liquidity, making it difficult to transact with the Token.
• Adoption and Network Demand Risks: The long-term success of the Token is dependent on widespread adoption of the Protocol. Adoption is influenced by various external factors, including user demand, competitive economic conditions, and organic community-driven expansion. The Issuer has no control over the pace of adoption, and there is no guarantee that the Protocol will gain sufficient traction to sustain its economic model. If demand is too low, obtaining services through the Protocol may be difficult, while an inadequate supply may lead to delays in accessing services.
• Blockchain Dependency Risks: The Token operates exclusively on its underlying blockchain network. Any disruptions, such as network congestion, downtime, or security vulnerabilities, could impact the ability to transfer, store, or trade the Token. Changes to blockchain infrastructure, governance, or transaction fees may also influence the Token’s usability and cost-effectiveness.
• Transaction Costs: While blockchain fees are generally low, network congestion, high demand, or changes in blockchain fee structures may increase transaction costs, potentially reducing the economic viability of using the Token within the Ecosystem.
• Security Risks:
  • Smart Contract Vulnerabilities: Despite security audits and best practices, unforeseen vulnerabilities in smart contracts could lead to security breaches, impacting Token security or functionality.
  • Private Key Management: Token holders are solely responsible for safeguarding their private keys and recovery phrases. Loss of wallet credentials will result in the permanent loss of Tokens, as blockchain transactions are irreversible.
  • Scam and Fraud Risks: Token holders are exposed to risks associated with scams, phishing attacks, fake giveaways, impersonation of the Issuer or its team, counterfeit Tokens, and fraudulent airdrops. Engaging with unverified third-party platforms or unofficial communications increases the risk of fraud.
  • Community and Narrative Risks: The Token’s success is closely tied to community interest and the broader crypto narrative. Macroeconomic trends, emerging competitors, or declining community engagement may negatively impact the Token’s perceived value and adoption.
• Regulatory and Compliance Risks:
  • Evolving Legal Frameworks: Regulations governing crypto-assets differ across jurisdictions and are subject to change. New legal requirements may impact the Token’s classification, availability, or functionality.
  • Jurisdictional Restrictions: Some jurisdictions may impose restrictions or prohibitions on the trading or use of the Token, limiting its accessibility for certain users.
  • Regulatory Harmonization Risks: A lack of global regulatory alignment may create uncertainty, with some authorities potentially classifying the Token as a security or financial instrument, leading to increased compliance costs and legal obligations.
  • Regulatory Enforcement Risks: Government agencies may take enforcement actions against the Issuer if the Token is deemed an unregistered security or if other financial laws are found to have been violated. Such actions could negatively impact the Token’s availability, appeal, and value.
• Anti-Money Laundering (“AML”) & Counter-Terrorism Financing (“CTF”) Risks:Crypto transactions may be scrutinized for potential links to illicit activities. Authorities may take action against wallets or platforms suspected of facilitating money laundering or terrorist financing, affecting the ability of Token holders to use or trade their assets.
• Taxation Risks: The tax treatment of the Token varies by jurisdiction, and Token holders are solely responsible for understanding and complying with applicable tax laws. Any appreciation, conversion, or sale of the Token may trigger tax obligations that differ depending on the regulatory environment.
• Team Vesting and Token Release Risks: Tokens allocated to the team and other stakeholders are subject to a vesting and unlock schedule. When these Tokens are vested, unlocked, and released into circulation, they may affect demand trends and liquidity.
• Technological Obsolescence Risks: The blockchain and crypto industries evolve rapidly. The emergence of new technologies, changes in user demand, or advancements in competing protocols could render the Token or its underlying blockchain infrastructure less competitive, reducing adoption and utility.
• Software Weakness Risks: The Token’s infrastructure relies on relatively new blockchain technologies, which may contain undiscovered bugs, vulnerabilities, or inefficiencies. There is no guarantee that the process of transacting, storing, or interacting with the Token will be uninterrupted or error-free.
• Unanticipated Risks: Beyond the risks outlined above, additional unforeseen risks may emerge due to changes in regulatory, technological, or macroeconomic conditions, potentially affecting the Token’s security, functionality, or value.

I.4

Project Implementation-Related Risks

The Issuer neither operates, controls, oversees, nor manages the technology underlying the Ecosystem. While efforts are made to ensure security and stability, blockchain-based technologies are still evolving, and various risks exist. Additionally, the success and sustainability of the project rely on various external factors, including macroeconomic conditions, regulatory developments, and technological advancements.

• Technical Development Risks:
  • Smart Contract Issues: Despite robust security measures, unforeseen vulnerabilities or bugs in the smart contracts could disrupt Token distribution, refunds, or vesting mechanisms.
  • Blockchain Dependency: The Token operates exclusively on its underlying blockchain. Any network congestion, downtime, or security breaches could impact the project’s implementation and functionality.
  • Risk of Security Weaknesses in Core Infrastructure:The project relies on open-source software, which may be modified by third parties not directly affiliated with the Issuer. Weaknesses or bugs introduced into the core infrastructure could compromise security and lead to the loss of digital assets. Furthermore, malfunctions or inadequate maintenance of the Protocol may negatively impact the Token’s usability.
  • Bugs in Core Blockchain Code: Even with rigorous testing, unknown bugs may exist in the blockchain protocol, potentially leading to disruptions, incorrect transaction processing, or security vulnerabilities.
• Regulatory and Compliance Risks:
  • Regulatory Actions in One or More Jurisdictions:The Token and the underlying Protocol could be impacted by regulatory inquiries or actions, which may restrict further development, implementation, or usage.
  • Evolving Laws and Regulations: New and changing laws related to financial securities, consumer protection, data privacy, cybersecurity, and intellectual property could impact the project. Compliance with these laws may require significant resources and could impose additional operational constraints.
  • Governance Risk: Decision-making mechanisms in blockchain governance may be inefficient, slow, or disproportionately influenced by specific stakeholders, leading to potential centralization or unfavourable network changes.
• Operational Risks:
  • Resource Allocation: The project’s success depends on the Issuer and team allocating sufficient resources (both financial and non-financial) to ensure timely development and deployment. Poor resource management could lead to delays or failure to achieve key milestones.
  • Team Vesting Risks: While the team’s Tokens are subject to a vesting and unlock schedule to align interests with the community, the eventual vesting and unlocking of these Tokens may impact market stability or long-term commitment from team members.
• Adoption Risks:
  • Competitive Environment: The crypto industry is highly competitive and trend-driven. There is a risk that the Token may fail to capture sufficient interest, limiting its adoption.
  • Community Engagement Risks: The success of the Token depends heavily on community-driven sentiment and engagement. Failure to build or sustain an active community could hinder growth and long-term tradability.
• Timeline and Milestone Risks:
  • Delayed Milestones: Key deliverables such as Token distribution and liquidity access may face delays due to technical, operational, or funding challenges.
  • CEX Listing Risks: Listings on centralized exchanges depend on securing the necessary funding for listing fees and meeting platform-specific requirements. Delays or insufficient resources could postpone broader community access.
• Ecosystem Risks:
  • Dependence on External Partners: The project relies on partnerships with infrastructure providers, liquidity providers, exchanges, and other third-party service providers. Any failure or delay from these partners could disrupt implementation plans.
  • Risk of Withdrawing Partners: The Token holder understands that the feasibility of the project depends strongly on the collaboration of service providers and other key stakeholders. A loss of critical partnerships could impact project sustainability.
• Technology and Software Risks:
  • Risk of Software Weakness: The Token holder acknowledges that blockchain and smart contract technologies are still evolving. There is no guarantee that Token usage will be uninterrupted or error-free. Vulnerabilities in the underlying blockchain, smart contracts, or supporting technologies could lead to the complete loss of Tokens or their functionality.
  • Dependency on Underlying Technology: The Protocol relies on blockchain infrastructure, hardware, and network connectivity, all of which may be subject to failures, outages, or vulnerabilities.
  • Risk of Technological Disruption: The emergence of new technology, such as quantum computing, could undermine the security of blockchain encryption and compromise the integrity of digital assets.
• Network Security Risks:
  • Network Attacks and Cybersecurity Threats:Blockchain networks can be vulnerable to cyberattacks such as 51% attacks, Sybil attacks, or distributed denial-of-service (“DDoS”) attacks. These threats could disrupt network operations and compromise security.
  • Blockchain Network Attacks: The Protocol may be subject to validation attacks, including double-spend attacks, reorganizations, majority mining power attacks, “vampire” attacks and work race condition attacks. Successful attacks could compromise the proper execution of transactions and smart contracts.
• Privacy and Anonymity Risks:
  • Public Ledger Transparency: Blockchain transactions are recorded on a public ledger, which may expose transaction history and financial activity. Certain transactions could be linked to specific wallet addresses, making users vulnerable to fraud, phishing attacks, or targeted scams.
• Economic and Governance Risks:
  • Consensus Failures or Forks: Errors in the consensus mechanism could lead to forks, where multiple versions of the ledger coexist, or network halts, reducing trust in the network.
  • Economic Self-Sufficiency: The long-term sustainability of the Token ecosystem depends on sufficient transaction volume to generate fees to support rewards for validators, which in turn maintain network security. A lack of adoption could lead to governance-driven changes to monetary policy, fee structures, or consensus mechanisms.
  • Incentive Model Risks: Changes to block rewards, staking incentives, or governance models may be required to maintain network participation. Governance decisions could result in modifications that impact Token holders, including inflationary adjustments, transaction fees, or redistribution of rewards.
• Software Weakness Risks:
  • Unforeseen Bugs and Security Vulnerabilities:The Token and its supporting infrastructure rely on blockchain technologies that may still be evolving. There is no guarantee that Token transactions will be uninterrupted or error-free. Software vulnerabilities, weaknesses in smart contracts, or infrastructure issues may result in loss of assets, security breaches, or unexpected network failures.
• Unanticipated Risks:
  • Unforeseen Regulatory, Technological, or Economic Challenges:In addition to the risks identified, new threats may emerge due to changes in legal, technological, or economic conditions. Developments such as regulatory crackdowns, unforeseen Protocol vulnerabilities, or disruptive innovations could impact the usability, security, or value of the Token in ways not currently foreseeable.

I.5

Technology-Related Risks

The Issuer neither operates, controls, oversees, nor manages the technology underlying the Ecosystem. While efforts are made to ensure security and stability, blockchain-based technologies are still evolving, and various risks exist.

• Blockchain Dependency Risks:
  • Network Downtime and Congestion: The Token relies entirely on its underlying blockchain network, which may experience outages, congestion, or downtime. Such events could disrupt Token transfers, trading, or other functionalities.
  • Scalability Challenges: As transaction volume grows, the blockchain network may face scaling limitations. Increased congestion could lead to slower transaction processing times and higher fees, reducing efficiency and usability.
  • Settlement and Transaction Finality Risks:Blockchain transactions are designed to be irreversible; however, under exceptional circumstances such as network forks or consensus failures, there remains a theoretical risk that transactions could be reversed or multiple competing ledger versions could persist. Transactions sent to an incorrect address are not recoverable, leading to permanent loss of assets.
• Smart Contract Risks:
  • Vulnerabilities: While smart contracts are developed with security measures, undiscovered vulnerabilities or exploits may impact Token security, distribution, or access.
  • Immutability Risks: Once deployed, some smart contracts cannot be altered. Errors or security flaws in the code could result in operational failures without the possibility of corrections.
  • Security Exploits: Bugs or vulnerabilities in smart contracts may expose the Token ecosystem to potential hacks, allowing attackers to manipulate transactions, drain liquidity, or disrupt contract execution.
• Network Security Risks:
  • Risk of Attacks and Forks: The blockchain may be susceptible to consensus-related attacks, such as double-spend attacks, majority validation power takeovers, censorship attacks, or forks.
  • Cybercrime and Theft Risks: Despite security efforts, blockchain-based assets and services may be exposed to cyberattacks, including hacking, phishing, or malware threats.
  • Data Corruption Risks: The reliability of blockchain data could be compromised due to software bugs, human error, or deliberate tampering.
• Wallet and Storage Risks:
  • Private Key Management: Token holders are solely responsible for securing their private keys and recovery phrases.
  • Compatibility Issues: The Token is supported only by blockchain-compatible wallets. Incompatibility or failures may affect access to and usability of the Token.
• Ecosystem Dependency Risks:
  • DEX and CEX Integration Issues: The Token’s availability depends on integration with exchanges. Failures or delisting could limit liquidity.
  • Reliance on Third-Party Services: Many blockchain services depend on third-party providers. Failures or actions against them could impact the Token.
  • Centralization Concerns: A small number of validators or operators may introduce risks of censorship or governance attacks.
• Software and Protocol Risks:
  • Bugs in Core Blockchain Code: Undiscovered bugs could cause failures, incorrect processing, or vulnerabilities.
  • Risk of Technological Disruption:Technologies like quantum computing could undermine encryption and compromise data integrity.
  • Dependency on Underlying Technology: The ecosystem relies on infrastructure like connectivity and cryptographic algorithms, which may face disruptions.
• Privacy and Anonymity Risks:
  • Public Ledger Transparency: Transactions are public and may expose sensitive data or link identities.
  • Exposure to Fraud and Targeted Attacks:Transparency may lead to phishing, fraud, or social engineering threats.
• Economic and Network Viability Risks:
  • Economic Self-Sufficiency: Long-term sustainability depends on sufficient transaction volume to support validator rewards.
  • Incentive Model Risks: Governance proposals may adjust inflation, fees, or reward structures to maintain security and participation.
• Software Weakness Risks:
  • Unforeseen Bugs and Security Vulnerabilities:Evolving technologies may result in undetected issues, disrupting the Token’s functionality.
• Unanticipated Risks:
  • Unforeseen Regulatory, Technological, or Economic Challenges:New threats may arise due to changing conditions that affect the Token‘s value or security.

I.6

Mitigation measures

Not applicable.

Part A - Information about the offeror or the person seeking admission to trading

A.1

A.1 Name

Magic Newton Foundry Ltd.

A.2

Legal form

Company limited by shares

A.3

Registered address

Jayla Place, 2nd Floor, Road Town, Tortola, British Virgin Islands VG1110

A.4

Head office

Jayla Place, 2nd Floor, Road Town, Tortola, British Virgin Islands VG1110

A.5

Registration Date

09/10/2024

A.6

Legal entity identifier

Not applicable

A.7

Another identifier required pursuant to applicable national law

2159795

A.8

Contact telephone number

Not available

A.9

E-mail address

legal@newt.foundation

A.10

Response Time (Days)

Fourteen (14) days

A.11

Parent Company

Magic Newton Holdings
Company number 414640
103 South Church Street
Harbour Place 2nd Floor, George Town, Grand Cayman, Cayman Islands

A.12

Members of the Management body

Magic Newton Foundation
Company number 414785
103 South Church Street
Harbour Place 2nd Floor, George Town, Grand Cayman, Cayman Islands

A.13

Business Activity

The only purpose is to issue and make the Token available for exchange.

A.14

Parent Company Business Activity

Holding company

A.15

Newly Established

TRUE

A.16

Financial condition for the past three years

Not applicable

A.17

Financial condition since registration

The Issuer has minimal financial resources. Magic Newton Foundation, which is one of the Issuer’s parent entities, will assist with operational needs, Protocol development, and ecosystem growth, from its own resources and from an allocation of the Token once issued.

Part B - Information about the issuer, if different from the offeror or person seeking admission to trading

B.1

Issuer different from offeror or person seeking admission to trading

FALSE

B.2

Name

Not applicable

B.3

Legal form

Not applicable

B.4

Registered address

Not applicable

B.5

Head office

Not applicable

B.6

Registration Date

Not applicable

B.7

Legal entity identifier

Not applicable

B.8

Another identifier required pursuant to applicable national law

Not applicable

B.9

Parent Company

Not applicable

B.10

Members of the Management body

Not applicable

B.11

Business Activity

Not applicable

B.12

Parent Company Business Activity

Not applicable

Part C - Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

C.1

Name

Not applicable

C.2

Legal form

Not applicable

C.3

Registered address

Not applicable

C.4

Head office

Not applicable

C.5

Registration Date

Not applicable

C.6

Legal entity identifier of the operator of the trading platform

Not applicable

C.7

Another identifier required pursuant to applicable national law

Not applicable

C.8

Parent Company

Not applicable

C.9

Reason for Crypto-Asset White Paper Preparation

Not applicable

C.10

Members of the Management body

Not applicable

C.11

Operator Business Activity

Not applicable

C.12

Parent Company Business Activity

Not applicable

C.13

Other persons drawing up the crypto-asset white paper according to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

Not applicable

C.14

Reason for drawing the white paper by persons referred to in Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

Not applicable

Part D - Information about the crypto-asset project

D.1

Crypto-asset project name

Newton Keystore

D.2

Crypto-assets name

Newton

D.3

Abbreviation

NEWT

D.4

Crypto-asset project description

The Newton Keystore Protocol is a wallet network that uses keystore roll-up technology, to allow users to interact with multiple blockchains from a single unified interface. Thanks to the use of keystore roll-up technology, users can consolidate the management of their smart contract wallet (SCW) authentication parameters (e.g., public keys, passkeys, signature thresholds, etc.) or session keys (e.g., permissions over assets, expiration conditions) across different supported blockchain networks. This approach simplifies on-chain permissioning for crypto-assets, enabling users to engage with various decentralised applications without compromising security.

D.5

Details of all natural or legal persons involved in the implementation of the crypto-asset project

Magic Labs, Inc. is a technology company which was founded in 2018 and is headquartered in 548 Market St., PMB 31387, San Francisco, California 94104-5401 (https://magic.link).

The company pioneered the development of password-less authentication solutions, aiming to provide secure and user-friendly login experiences. Their embedded wallet technology utilizes a plug-and-play kit and blockchain infrastructure, enabling developers to integrate quick, customizable, password-less login features into applications with minimal coding. Their solutions have created more than 44 million wallets, are used by 200k+ developers, and are trusted by prominent companies, including Mattel, Macy’s, 7-Eleven, and Animoca.

Magic Labs is the first core contributor to the development of the Protocol (still in development as of the date of this whitepaper). The Protocol is owned by the Magic Newton Foundation and will be released publicly under an open-source license at launch.

D.6

Utility Token Classification

FALSE

D.7

Key Features of Goods/Services for Utility Token Projects

Not applicable

D.8

Plans for the token

The future functions or utilities of the Token may be the following, subject to governance approval and Protocol development:

• Staking: Once the Protocol evolves to its decentralised phase, a dPoS consensus mechanism will be established. This will allow Token holders to stake their Tokens with Network validators, thereby contributing to the Protocol’s security and earning rewards in the Token.

D.9

Resource Allocation

Not applicable

D.10

Planned Use of Collected Funds or Crypto-Assets

Not applicable

Part E - Information about the offer to the public of crypto-assets or their admission to trading

E.1

Public Offering or Admission to trading

ATTR

E.2

Reasons for Public Offer or Admission to trading

The Issuer seeks admission of the Token to trading on multiple Exchanges in order to encourage users to exert efforts towards contribution and participation in the Ecosystem, thereby creating a mutually beneficial system where every participant is fairly compensated for their efforts. Additionally, by seeking admission to trading, they aim to increase the liquidity of the Token, facilitating its exchangeability.

E.3

Fundraising Target

Not applicable

E.4

Minimum Subscription Goals

Not applicable

E.5

Maximum Subscription Goal

Not applicable

E.6

Oversubscription Acceptance

Not applicable

E.7

Oversubscription Allocation

Not applicable

E.8

Issue Price

Not applicable

E.9

Official currency or any other crypto-assets determining the issue price

Not applicable

E.10

Subscription fee

Not applicable

E.11

Offer Price Determination Method

Not applicable

E.12

Total Number of Offered/Traded Crypto-Assets

Not applicable

E.13

Targeted Holders

ALL

E.14

Holder restrictions

The Exchanges may impose restrictions on holders of Tokens on their respective Exchanges, in accordance with applicable laws and internal policies.

E.15

Reimbursement Notice

Not applicable

E.16

Refund Mechanism

Not applicable

E.17

Refund Timeline

Not applicable

E.18

Offer Phases

Not applicable

E.19

Early Purchase Discount

Not applicable

E.20

Time-limited offer

Not applicable

E.21

Subscription period beginning

Not applicable

E.22

Subscription period end

Not applicable

E.23

Safeguarding Arrangements for Offered Funds/Crypto-Assets

Not applicable

E.24

Payment Methods for Crypto-Asset Purchase

Not applicable

E.25

Value Transfer Methods for Reimbursement

Not applicable

E.26

Right of Withdrawal

Not applicable

E.27

Transfer of Purchased Crypto-Assets

Not applicable

E.28

Transfer Time Schedule

Not applicable

E.29

Purchaser’s Technical Requirements

Technical requirements will be specified by the exchange and may include the following:

• A compatible digital wallet or account on supported exchange
• Internet access
• A device (computer or mobile) to manage digital wallet/private key and/or account on exchange to carry out transactions

E.30

Crypto-asset service provider (CASP) name

Not applicable

E.31

CASP identifier

Not applicable

E.32

Placement form

NTAV

E.33

Trading Platforms name

OKCoin Europe Ltd

E.34

Trading Platforms Market Identifier Code (MIC)

OEUR

E.35

Trading Platforms Access

Trading platforms are accessible via their respective websites

E.36

Involved costs

The use of services offered by Exchanges may involve costs, including transaction fees, withdrawal fees, and other charges. These costs are determined and set by the respective Exchanges and are not controlled, influenced, or governed by the Issuer. Consequently, any changes to fee structures or the introduction of new costs are solely at the discretion of these platforms.

E.37

Offer Expenses

Not applicable

E.38

Conflicts of Interest

The Issuer is not aware of any potential conflict of interest among its management body members or any other persons within the Issuer with respect to the admission of the Token to trading.

E.39

Applicable law

Subject to mandatory applicable law, any dispute arising out of or in connection with this white paper and all claims in connection with the Token shall be exclusively, including the validity, invalidity, breach or termination thereof, shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands.

E.40

Competent court

Subject to mandatory applicable law, any dispute arising out of or in connection with this white paper and all claims in connection with the Token shall be exclusively, including the validity, invalidity, breach or termination thereof, subject to the jurisdiction of the courts in British Virgin Islands.

Part F - Information about the crypto-assets

F.1

Crypto-Asset Type

Crypto-asset other than an asset-referenced token or e-money token

F.2

Crypto-Asset Functionality

According to Article 3(1)(5) of MiCA, a crypto-asset is a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology. As reminded by the European Banking Authority (“EBA”), the term ‘right’ should be interpreted broadly in accordance with recital (2) of MiCA.

The Token qualifies as a crypto-asset within the meaning of MiCA, as it is a digital representation of the right to access the Ecosystem and participate in the Ecosystem’s governance. The Token can be transferred and stored using distributed ledger technology (“DLT”).

The Token facilitates Token holders’ interaction with the Ecosystem. The Token displays the following functionalities:

• Governance Rights: Token holders who stake their Tokens can take part in important decisions regarding the Ecosystem, including voting on Protocol modifications and upgrades.
• Staking Capabilities: Token holders can deposit the Token into the Staking Contract and be rewarded. Once the Protocol evolves to its decentralised stage and implements a dPoS consensus mechanism, Token holders will be able to stake their Tokens to help secure the Protocol and participate in governance.
• Rewards: The Token will be used to reward Token holders for staking and governance participation.
• Fees: The Token will be used to pay for Protocol usage fees.

F.3

Planned Application of Functionalities

The future functions or utilities of the Token may include the following, subject to governance approval and Protocol development:

• Staking: With the evolution of the Protocol into a decentralised phase and implementation of a dPoS consensus mechanism, Token holders will be able to stake Tokens with network validators, contributing to Protocol security and earning rewards in Token form.

A description of the characteristics of the crypto-asset, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109 of Regulation (EU) 2023/1114, as specified in accordance with paragraph 8 of that Article

F.4

Type of white paper

OTHR

F.5

The type of submission

New

F.6

Crypto-Asset Characteristics

The Token will be launched as an ERC-20 token on the Ethereum blockchain. The Token will provide its holders with a set of rights within the Ecosystem. Token holders will be able to stake the Token to participate in the Protocol’s governance by voting on proposals to modify and update the Protocol. Additionally, those who stake the Token will be rewarded with the Token. Once the Protocol reaches the appropriate stage of maturity, the Token will also be used to pay the Protocol’s fees.

Any changes based on proposals can only occur through a governance vote by the Protocol governance, meaning that any modifications require the approval of those who have staked the Token.

F.7

Commercial name or trading name

Magic Newton Foundry Ltd.

F.8

Website of the issuer

https://newt.foundation/

F.9

Starting date of offer to the public or admission to trading

24/03/2025

F.10

Publication date

24/03/2025

F.11

Any other services provided by the issuer

The Issuer does not provide any other services not covered by Regulation (EU) 2023/1114.

F.12

Identifier of operator of the trading platform

OEUR

F.13

Language or languages of the white paper

English

F.14

Digital Token Identifier Code

NEWT

F.15

Functionally Fungible Group Digital Token Identifier

Not applicable

F.16

Voluntary data flag

TRUE

F.17

Personal data flag

TRUE

F.18

LEI eligibility

Not applicable

F.19

Home Member State

Malta

F.20

Host Member States

The admission to trading of the Token is passported in the following countries:

• Austria
• Belgium
• Bulgaria
• Croatia
• Cyprus
• Czech
• Germany
• Denmark
• Estonia
• Spain
• Finland
• France
• Greece
• Hungary
• Iceland
• Ireland
• Italy
• Latvia
• Liechtenstein
• Lithuania
• Luxembourg
• Netherlands
• Norway
• Poland
• Portugal
• Romania
• Slovakia
• Slovenia
• Sweden

Part G - Information on the rights and obligations attached to the crypto-assets

G.1

Purchaser Rights and Obligations

The Token enable their holders to interact with the Ecosystem that operates autonomously and without the Issuer having an operative role. As a result, the Issuer, to the fullest extent permitted by applicable laws, disclaims all warranties, whether express or implied. This includes, but is not limited to, implied warranties of merchantability and fitness for a particular purpose. Moreover, to the fullest extent permissible by applicable laws, the Issuer is not liable for any damages arising from the holding, use, transfer, or interactions involving Tokens and the Ecosystem. This limitation applies to all forms of damages, including direct, indirect, incidental, punitive, and consequential damages.

G.2

Exercise of Rights and Obligations

Token holders have the following rights:

• Governance Rights: To exercise their governance rights, consisting of voting on Protocol modifications and upgrades, Token holders must stake (deposit) their Tokens in the designated governance smart contract.
• Staking Capabilities: Token holders can deposit the Token into the Staking Contract, and be rewarded with the Token. Once the Protocol evolves to its decentralised stage and implements a dPoS consensus mechanism, Token holders will be able to stake their Tokens in order to help secure the Protocol (through PoS validation) and participate in the Protocol’s governance while being rewarded with the Token.
• Rewards: The Token will be used as a reward, to encourage Token holders to stake the Token and participate in the Protocol’s governance.
• Fees: The Token will be used to pay fees for using the Protocol.

G.3

Conditions for Modifications of Rights and Obligations

Not applicable

G.4

Future Public Offers

The Issuer does not intend to offer the Token to the public in the future.

G.5

Issuer Retained Crypto-Assets

600,000,000

G.6

Utility Token Classification

FALSE

G.7

Key Features of Goods/Services of Utility Tokens

Not applicable

G.8

Utility Tokens Redemption

No redemption

G.9

Non-Trading Request

TRUE

G.10

Crypto-Assets Purchase or Sale Modalities

Not applicable

G.11

Crypto-Assets Transfer Restrictions

The Exchanges may impose restrictions on holders of Tokens on their respective Exchanges, in accordance with applicable laws and internal policies. Token holders who acquire the Token through ‘private sales’ are subject to restrictions as per the terms of sale.

G.12

Supply Adjustment Protocols

FALSE

G.13

Supply Adjustment Mechanisms

FALSE

G.14

Token Value Protection Schemes

FALSE

G.15

Token Value Protection Schemes Description

Not applicable

G.16

Compensation Schemes

FALSE

G.17

Compensation Schemes Description

Not applicable

G.18

Applicable Law

Subject to mandatory applicable law, any dispute arising out of or in connection with this white paper and all claims in connection with the Token shall be exclusively, including the validity, invalidity, breach or termination thereof, shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands.

G.19

Competent Court

Subject to mandatory applicable law, any dispute arising out of or in connection with this white paper and all claims in connection with the Token shall be exclusively, including the validity, invalidity, breach or termination thereof, subject to the jurisdiction of the courts in British Virgin Islands.

Part H – Information on the underlying technology

H.1

Distributed ledger technology

The Token will be launched on the Ethereum blockchain.

H.2

Protocols and technical standards

The Token will be launched on the Ethereum blockchain under the ERC-20 standard to guarantee industry-standard compatibility.

H.3

Technology Used

As an ERC-20 token, the Token will be deployed as a smart contract on the Ethereum blockchain. Users can manage the Token through their own non-custodial wallet software provided by third parties or by directly interacting with the Token’s smart contract through a third-party API.

H.4

Consensus Mechanism

The Token will be launched on the Ethereum blockchain, which relies on a Proof of Stake (“PoS”) consensus mechanism. In Ethereum’s PoS consensus mechanism, validators are randomly selected to propose and attest to blocks. To participate as an Ethereum validator, they must stake at least 32 ETH (Ethereum’s native token) and run the software established for that end.

H.5

Incentive Mechanisms and Applicable Fees

Validators are compensated with ETH in exchange for proposing and attesting on proposed blocks. Their compensation is sourced from a portion of transaction fees and a block reward. If validators misbehave, they will be penalized with slashing, involving losing part of their staked ETH.

Every Ethereum transaction requires the payment of gas fees. Since the implementation of EIP-1559, the fee is split into two components:

• Base fee: Automatically calculated based on network demand and is burned (removed from circulation).
• Priority fee (or tip): Paid to the validator for including the transaction in a proposed block. The priority fee is earned by the validator that proposed the block in which the transaction is included.

H.6

Use of Distributed Ledger Technology

FALSE

H.7

H.7 DLT Functionality Description

Not applicable

H.8

H.8 Audit

FALSE

H.9

Audit outcome

Not applicable

Part J – Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts

J.01

Name

Magic Newton Foundry Ltd.

J.02

Relevant legal entity identifier

Not applicable

J.03

Name of the crypto-asset

NEWT

J.04

Consensus Mechanism

The Token will be launched on the Ethereum blockchain, which relies on a Proof of Stake (PoS) consensus mechanism. In Ethereum’s PoS consensus mechanism, validators are randomly selected to propose and attest to blocks. To participate as an Ethereum validator, they must stake at least 32 ETH and run the software established for that end.

J.05

Incentive Mechanisms and Applicable Fees

Validators are compensated with ETH in exchange for proposing and attesting on proposed blocks. Their compensation is sourced from a portion of transaction fees and a block reward. If validators misbehave, they will be penalized with slashing, involving losing part of their staked ETH.

Every Ethereum transaction requires the payment of gas fees. Since the implementation of EIP-1559, the fee is split into two components:

• Base fee: Automatically calculated based on network demand and is burned (removed from circulation).
• Priority fee (or tip): Paid to the validator for including the transaction in a proposed block. The priority fee is earned by the validator that proposed the block in which the transaction is included.

J.06

Beginning of the Period to which the Disclosed Information Relates

14/02/2024

J.07

End of the Period to which the Disclosed Information Relates

14/02/2025

Mandatory key indicator on energy consumption

J.08

Energy Consumption

5,967,991.9 kWh

Sources and methodologies

J.09

Energy Consumption Sources and Methodologies

The estimated energy consumption provided in J.08 has been calculated using theCCRI Crypto Sustainability Metricsprovided by the Crypto Carbon Ratings Institute. Since the Token has not yet been created, the energy consumption pertains to the previous calendar year, as an estimate of what can be consumed during the Token’s first year by the Ethereum blockchain.