Offering Memorandum

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DISCLAIMER

Attached please find an electronic copy of the base offering memorandum dated [ ], 2026 (the “Base Offering Memorandum”) relating to the offering of certain notes by Corda SPC (the “SPC”) and segregated portfolios thereunder (the SPC acting in respect of a segregated portfolio being an “Issuer”).

The Base Offering Memorandum is highly confidential and does not constitute an offer to any person other than the recipient nor to the public generally to subscribe for or otherwise acquire any of the notes described herein.

Information contained herein is subject to change, completion or amendment without notice. This Base Offering Memorandum shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of such jurisdiction.

In order to be eligible to view this email and/or access the Offering Memorandum or make an investment decision with respect to the notes described therein, you must not be a “U.S. person” within the meaning of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

Distribution of this electronic transmission of the Base Offering Memorandum to any person other than (a) the person receiving this electronic transmission from or on behalf of the Issuer and (b) any person retained to advise the person receiving this electronic transmission with respect to the offering contemplated by the Base Offering Memorandum (each, an “Authorized Recipient”) is unauthorized. Any photocopying, disclosure or alteration of the contents of the Base Offering Memorandum, and any forwarding of a copy of the Base Offering Memorandum or any portion thereof by email or any other means to any person other than an Authorized Recipient, except as expressly authorized herein, is prohibited. By accepting delivery of the Base Offering Memorandum, each recipient hereof agrees to the foregoing.

Neither the SPC nor any Issuer is registered as an investment company under the United States Investment Company Act of 1940, as amended (the “Investment Company Act”). Consequently, holders of tokenized notes will not be afforded the protections of the Investment Company Act.

Neither the SPC nor any Issuer is registered as a mutual fund or a private fund under the Private Funds Act or the Mutual Funds Act, each of the Cayman Islands nor are any of them regulated by the Cayman Islands Monetary Authority. THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND NEITHER THE SPC NOR EACH ISSUER INTEND TO REGISTER THEM. PRIOR TO FORTY (40) DAYS FROM THE DATE OF SALE, THE NOTES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH NOTES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, UNLESS THE NOTES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, YOU MAY RESELL SUCH NOTES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE NOTES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

NOTICE TO RESIDENTS OF THE CAYMAN ISLANDS

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands to subscribe for the Notes and this document may not be issued or passed to any such person.

OFFERING MEMORANDUM STRICTLY CONFIDENTIAL

Corda SPC

Tokenized Notes Program

This Base Offering Memorandum describes the tokenized note program (the “Program”) of Corda SPC, an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands (the “SPC”) (which is part of the Corda Protocol) established on behalf of and for the account of each of its segregated portfolios from time to time (each a “Portfolio”, and the SPC acting in such capacity in respect of a Portfolio, an “Issuer”). Each reference to the Issuer in this Base Offering Memorandum shall refer to the Issuer in respect of the applicable series of Notes (“Series”) and not to the SPC generally nor to any other Issuer.

Under the Program, each Issuer, subject to compliance with all relevant laws, regulations and directives, may from time to time issue tokenized debt securities (the “Notes”). Each Issuer may offer and sell these Notes directly to Investors, on a continuous or delayed basis.

Notes will be issued in Series. Each Series will be linked to assets held within, on behalf of, or attributed to a particular Portfolio. The SPC acting on behalf of and for the account of that Portfolio will constitute the Issuer for that Series.

This Base Offering Memorandum describes some of the general terms that may apply to these Notes and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in the applicable Pricing Supplement.

This Base Offering Memorandum provides general information about each Issuer and the types of Notes that may be issued hereunder. Before purchasing any Notes, you should read this Base Offering Memorandum together with the applicable Pricing Supplement (as defined below).

Each pricing supplement relating to an offering of Notes (each, a “Pricing Supplement”) will describe the specific terms of the Notes being offered in such offering, including, as applicable:

• the designation and aggregate principal amount of each Series of Notes to be issued;
• the issue date and, if applicable, the scheduled termination date for each Series;
• the issue price;
• the underlying asset;
• the address of the relevant smart contract;
• the denomination of the Notes;
• the redemption periods for the Notes:
• any modifications to the terms described in this Base Offering Memorandum applicable to such offering; and
• any other terms specific to the Notes being offered.
• If the terms described in a Pricing Supplement are inconsistent with those described in this Base Offering Memorandum, the terms in the Pricing Supplement shall control with respect to the Notes offered thereby.

Investing in the Notes involves risks. See “Risk Factors” herein.

THE TOKENIZED NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAW OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, AND NEITHER THE SPC NOR EACH ISSUER HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT. THE NOTES ARE BEING OFFERED ONLY TO NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S.

PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLERS OF THE NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. EACH PURCHASER OF A NOTE WILL BE DEEMED TO MAKE CERTAIN ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON TRANSFER, SEE “TRANSFER RESTRICTIONS” HEREIN.

The Notes will not be listed on any exchange.

[ ], 2026

IMPORTANT INFORMATION REGARDING THIS BASE OFFERING MEMORANDUM AND THE NOTES

In making your investment decision, you should only rely on the information contained in this Base Offering Memorandum and the applicable Pricing Supplement. No Person has been authorized to give you any information or to make any representation other than those contained in this Base Offering Memorandum and the applicable Pricing Supplement. If you receive any other information, you should not rely on it. References to the “Base Offering Memorandum” herein include the annexes attached hereto.

You should not assume that the information contained in this Base Offering Memorandum is accurate as of any date other than the date on the front cover of this Base Offering Memorandum. Information contained in any Pricing Supplement may update or supersede information in this Base Offering Memorandum.

The Notes are being offered and sold only in places where offers and sales are permitted.

Each Issuer reserves the right, for any reason, to reject any offer to purchase in whole or in part, to allot to you less than the full amount of Notes sought by you or to sell less than the stated initial principal amount of any Series of Notes.

The Notes are subject to restrictions on resale and transfer as described under “Description of the Notes”, “Plan of Distribution” and “Transfer Restrictions.” By purchasing any Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described in “Transfer Restrictions”. You may be required to bear the financial risks of investing in the Notes for an indefinite period of time.

The information contained in this Base Offering Memorandum has been provided by the Issuer and other sources identified herein. The Issuer accepts responsibility for the information contained in this Base Offering Memorandum. To the best of the knowledge and belief of the Issuer (who have taken reasonable care to ensure that such is the case), the information contained in this Base Offering Memorandum is in accordance with the facts and does not omit anything material to such information.

This Base Offering Memorandum is a confidential document that is being provided only to prospective purchasers of the Notes. You should read this Base Offering Memorandum and the applicable Pricing Supplement before making a decision whether to purchase any Notes. Except as otherwise authorized above, you must not:

• use this Base Offering Memorandum for any other purpose;
• make copies of any part of this Base Offering Memorandum or give a copy of it to any other Person; or
• disclose any information in this Base Offering Memorandum to any other Person.
• Further, you acknowledge that:
• you are responsible for making your own examination of the Issuer and your own assessment of the merits and risks of investing in the Notes. By purchasing any Notes, you will be deemed to have acknowledged that:
• you have reviewed this Base Offering Memorandum and the applicable Pricing Supplement;
• you have had an opportunity to request any additional information that you need from the Issuer; and
• no separate custodian has been appointed in respect of the Notes. The Underlyings are held directly by the SPC on behalf of the applicable Portfolio, subject to negative covenants under the Notes restricting the SPC’s ability to encumber, dispose of, or otherwise deal with such assets. See “Description of the Notes—Negative Covenants” herein.

None of the Issuer nor any other party to the transactions contemplated by this Base Offering Memorandum is providing you with any legal, business, tax or other advice in this Base Offering Memorandum or any Pricing Supplement. You should consult with your own advisors as needed to assist you in making an investment decision and to advise you as to whether you are legally permitted to purchase the Notes.

THE NOTES ARE BEING OFFERED IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THESE EXEMPTIONS APPLY TO OFFERS AND SALES OF SECURITIES THAT DO NOT INVOLVE A PUBLIC OFFERING. THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS BASE OFFERING MEMORANDUM OR ANY PRICING SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

You must comply with all laws that apply to you in any place where you buy, offer or sell any Notes or possess this Base Offering Memorandum or any Pricing Supplement. You must also obtain any consents or approvals that you need in order to purchase any Notes. None of the Issuer nor any other party to the transactions contemplated by this Base Offering Memorandum is responsible for your compliance with these legal requirements.

You are hereby notified that a seller of the Notes may rely on an exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A of the Securities Act or by another exemption thereunder. These exemptions apply to offers and sales of securities that do not involve a public offering.

THIS BASE OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, (I) ANY SECURITIES OTHER THAN THE NOTES OR (II) ANY NOTES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. THE DISTRIBUTION OF THIS BASE OFFERING MEMORANDUM OR ANY PRICING SUPPLEMENT AND THE OFFER OR SALE OF THE NOTES MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THIS BASE OFFERING MEMORANDUM, ANY PRICING SUPPLEMENT OR ANY OF THE NOTES COME ARE REQUIRED BY THE ISSUER AND THE APPLICABLE INITIAL PURCHASER(S) TO INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS.

EACH PROSPECTIVE PURCHASER OF ANY OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS SUCH NOTES OR POSSESSES OR DISTRIBUTES THIS BASE OFFERING MEMORANDUM OR ANY PRICING SUPPLEMENT AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE NOTES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NONE OF THE ISSUER NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL HAVE ANY RESPONSIBILITY THEREFOR.

IMPORTANT NOTE FOR PERSONS ACQUIRING THE NOTES ON THE SECONDARY MARKET

EACH PERSON WHO ACQUIRES [NOTES] ON THE SECONDARY MARKET, AND WHO IS NOT THEN PROHIBITED FROM HOLDING NOTES BY THE ISSUER (WHICH PROHIBITIONS ARE ACCESSIBLE AT [WEBSITE]) (SUCH RESTRICTED PERSONS, “RESTRICTED PERSONS”), WILL BE DEEMED, BY SUCH ACQUISITION, TO HAVE REPRESENTED THAT:

1. THEY HAVE RECEIVED AND ACKNOWLEDGED THE WARNINGS SET OUT ABOVE;
2. THEY UNDERSTAND THE RISKS SET OUT ABOVE;
3. THE NOTES ARE SUITABLE FOR THEM; AND
4. THEY WISH TO ACQUIRE NOTES ISSUED BY THE ISSUER.

RESTRICTED PERSONS SHALL HAVE NO RIGHTS UNDER ANY OF THE TRANSACTION DOCUMENTS, AND NONE OF THE ISSUER, OR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR REPRESENTATIVES, OR THE SERVICE PROVIDERS, OR ANY OTHER PARTY TO AN AGREEMENT WITH THE ISSUER IN CONNECTION WITH THE NOTES, OR ANY OF ITS RESPECTIVE AFFILIATES, SHALL HAVE ANY LIABILITY WHATSOEVER TO ANY RESTRICTED PERSONS.

NOTICE TO CAYMAN ISLANDS RESIDENTS

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands to subscribe for the Notes and this document may not be issued or passed to any such person.

NOTICE TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any EEA Retail Investor in the European Economic Area (the “EEA”). For these purposes, an “EEA Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (known as the Insurance Distribution Directive) as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”).

Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to EEA Retail Investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any EEA Retail Investor in the EEA may be unlawful under the EU PRIIPs Regulation.

This Base Offering Memorandum is not a prospectus for the purposes of the EU Prospectus Regulation.

For the avoidance of doubt, and subject to the restrictions above on offers to EEA Retail Investors, the Notes may be offered and sold in any member state of the EEA to qualified investors (as defined in Article 2(e) of the EU Prospectus Regulation) in reliance on the exemption from the requirement to publish a prospectus under Article 1(4)(a) of the EU Prospectus Regulation. Any such offer will be made only to qualified investors and will be subject to any applicable national private-placement, marketing and conduct requirements of the relevant member state.

NOTICE TO RESIDENTS OF THE UNITED KINGDOM

The Notes must not be offered or sold and this Base Offering Memorandum and any other document in connection with the offering and issuance of the Notes must not be communicated or caused to be communicated in the United Kingdom (the “UK”) except to persons who (1) have professional experience in matters relating to investments and qualify as investment professionals under Article 19 (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (2) are persons falling within Article 49(2)(a)-(d) (high net worth companies, unincorporated associations etc.) of the Order or who otherwise fall within an exemption set forth in such Order such that Section 21(1) of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) does not apply to the Issuer, or (3) are persons to whom this Base Offering Memorandum or any other such document may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity in the UK to which this Base Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Neither this Base Offering Memorandum nor the Notes are or will be available in the UK to persons who are not relevant persons and this Base Offering Memorandum must not be acted on or relied on by persons in the UK who are not relevant persons. The communication of this Base Offering Memorandum to any person in the UK who is not a relevant person is unauthorized and may contravene the FSMA.

The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the UK. For these purposes, a “retail investor” means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”). Consequently no summary document required by the Consumer Composite Investments (Designated Activities) Regulations 2024 (the “CCI Regulations”), or the product disclosure rules made by the Financial Conduct Authority thereunder, for offering or selling the Notes or otherwise making them available to retail investors in the UK has been or will be prepared, and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the CCI Regulations.

This Base Offering Memorandum is not a prospectus for purposes of the Public Offers and Admissions to Trading Regulations 2024, nor is it a summary document for the purposes of the CCI Regulations.

NOTICE TO RESIDENTS OF SWITZERLAND

The Notes are not intended to be offered to the public in the sense of Art. 3 para. 1 lit. h of the Swiss Financial Services Act (“FinSA”) in Switzerland. The Notes are only offered to a limited group of persons. This Base Offering Memorandum does not constitute a prospectus pursuant to Art. 35 et seq. FinSA, and no application has been or will be made to admit the Notes to trading on any trading venue in Switzerland. The Notes are intended to be offered in Switzerland only to professional clients in the sense of Art. 4 para. 3 FinSA and institutional clients in the sense of Art. 4 para. 4 FinSA, or pursuant to another available exemption from a public offering under Swiss law.

NOTICE TO RESIDENTS OF SINGAPORE

This Base Offering Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, this Base Offering Memorandum and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under section 274 of the Securities and Futures Act 2001 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to section 275(1A), and in accordance with the conditions specified in section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

NOTICE TO RESIDENTS OF HONG KONG

WARNING: The contents of this Base Offering Memorandum have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Base Offering Memorandum, you should obtain independent professional advice. The Notes have not been and will not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made thereunder, or (ii) in other circumstances which do not result in this Base Offering Memorandum being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No person may issue, or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

NOTICE TO RESIDENTS OF LUXEMBOURG

The Notes may not be offered or sold to the public in the Grand Duchy of Luxembourg, except in circumstances that do not require the publication of a prospectus pursuant to the EU Prospectus Regulation and the Luxembourg law of 16 July 2019 on prospectuses for securities. Offers of the Notes in Luxembourg will be made only to qualified investors within the meaning of the EU Prospectus Regulation, or otherwise in circumstances which do not constitute an offer of securities to the public requiring the publication of a prospectus in Luxembourg.

In addition, offers of the Notes may be made in Luxembourg where the total consideration payable by an investor, or the minimum denomination of the Notes, is at least EUR 100,000. The Notes constitute financial instruments and, by virtue of Article 2(4)(a) of Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCAR”), MiCAR does not apply to the Notes.

NOTICE TO RESIDENTS OF THE ABU DHABI GLOBAL MARKET (ADGM)

This Base Offering Memorandum relates to an Exempt Offer of the Notes in accordance with the Financial Services and Markets Regulations 2015 of the Abu Dhabi Global Market (“ADGM”) and the rules of the Financial Services Regulatory Authority (the “FSRA”). This Base Offering Memorandum is intended for distribution only to persons who are Professional Clients or Market Counterparties as defined by the FSRA. It must not be delivered to, or relied on by, any other person. The FSRA has no responsibility for reviewing or verifying this Base Offering Memorandum or any other document in connection with the Notes, has not approved this Base Offering Memorandum or any associated document, and has not taken any steps to verify the information set out in it. The Notes may be illiquid and/or subject to restrictions on their resale.

MANDATORY ADGM EXEMPT OFFER STATEMENT (FSRA MKT Rule 4.3.4): This offer document is an Exempt Offer document in accordance with the Market Rulebook of the ADGM Financial Services Regulatory Authority. This Exempt Offer document is intended for distribution only to Persons of a type specified in the Market Rulebook. It must not be delivered to, or relied on by, any other Person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with an Exempt Offer. The ADGM Financial Services Regulatory Authority has not approved this Exempt Offer document nor taken steps to verify the information set out in it, and has no responsibility for it. The Securities to which this Exempt Offer relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Securities offered should conduct their own due diligence on the Securities. If you do not understand the contents of this Exempt Offer document you should consult an authorised financial advisor.

NOTICE TO RESIDENTS OF THE DUBAI INTERNATIONAL FINANCIAL CENTRE (DIFC)

This Base Offering Memorandum relates to an Exempt Offer in accordance with the Markets Rules of the Dubai Financial Services Authority (the “DFSA”). This Base Offering Memorandum is intended for distribution only to persons who are Professional Clients as defined by the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has not approved this Base Offering Memorandum nor taken steps to verify the information set out in it, and has no responsibility for it. The Notes to which this Base Offering Memorandum relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the Notes should conduct their own due diligence on the Notes. If you do not understand the contents of this Base Offering Memorandum, you should consult an authorised financial adviser.

The Notes are being offered in the DIFC only in reliance on one or more exemptions under DFSA MKT Rule 2.3.1, including offers to Professional Clients (other than natural persons) under MKT Rule 2.3.1(a) and, where applicable, offers where the total consideration payable by a person is at least US$100,000 under MKT Rule 2.3.1(c) or where the Notes are denominated in amounts of at least US$100,000 under MKT Rule 2.3.1(d). A natural-person Professional Client may not rely on MKT Rule 2.3.1(a) and may be offered the Notes only under the US$100,000 minimum-consideration or minimum-denomination route. No offer is being made to Retail Clients in the DIFC. This document is not a DFSA-approved Prospectus and has not been reviewed or approved by the DFSA.

FORWARD-LOOKING STATEMENTS

This Base Offering Memorandum and any Pricing Supplement contain forward-looking statements, which can be identified by words like “anticipate,” “believe,” “plan,” “hope,” “goal,” “initiative,” “expect,” “future,” “intend,” “will,” “could,” and “should” and by similar expressions. Other information contained herein, including any forecasted, estimated, targeted or assumed information, may also be deemed to be, or to contain, forward-looking statements. Prospective investors should not place undue reliance on forward-looking statements. Any such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected, intended, assumed and/or described herein. Forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying any forward-looking statements will not materialize or will vary significantly from actual results. Variations of assumptions and results may be material. Actual results could differ materially from those referred to in forward-looking statements for many reasons, including:

• the loss or destruction of private keys required to access tokenized debt securities;
• the irrevocable nature of blockchain-recorded transactions;
• elevated risk of fraud and loss related to cyberattacks on blockchain networks, including the potential theft or loss of tokenized debt securities;
• blockchain “forks”;
• the evolving and uncertain regulatory oversight of blockchain technologies and digital assets;
• the vulnerability of smart contracts to exploitation by malicious actors;
• the potential for the use of digital assets for illicit activities to harm investor confidence or trigger regulatory action;
• fluctuations in currency exchange rates;
• the effects of commissions and other transaction costs on investment returns;
• limited liquidity and trading volume of the tokenized debt securities;
• the investors recourse against the Issuer and other third parties;
• concentration risk arising from the Issuer holding the Underlyings directly, without a third-party custodian; and
• other factors described in “Risk Factors” herein.

Without limiting the generality of the foregoing, the inclusion of forward-looking statements herein should not be regarded as a representation by any of the transaction parties or any of their respective affiliates or any other person of the results that will actually be achieved by the Issuer or the Notes. None of the foregoing persons has any obligation to update or otherwise revise any forward-looking statements, including any revision to reflect changes in any circumstances arising after the date hereof relating to any assumptions or otherwise.

CERTAIN DEFINITIONS AND RELATED MATTERS

Unless otherwise indicated, (i) references in this Base Offering Memorandum or any Pricing Supplement to “U.S. Dollars,” “Dollars” and “U.S.$” will be to United States dollars, (ii) references to “U.S.” and “United States” will be to the United States of America, its territories and its possessions and (iii) references to the term “holder” or “Holder” will mean the person in whose name a security is registered; except where the context otherwise requires, holder will include the beneficial owner of such security.

SUMMARIES OF DOCUMENTS

This Base Offering Memorandum summarizes certain provisions of the Notes (as defined below) and other transaction documents. The summaries do not purport to be complete and (whether or not so stated in this Base Offering Memorandum) are subject to, are qualified in their entirety by reference to, and incorporate by reference, the provisions of the actual documents (including definitions of terms). The applicable Pricing Supplement may supplement or modify the summaries contained herein.

SUMMARY

The following summary does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing elsewhere in this Base Offering Memorandum and related documents referred to herein and in the applicable Pricing Supplement. An index of defined terms appears at the back of this Base Offering Memorandum. Capitalized terms used but not defined in any Pricing Supplement shall have the meanings given to them in this Base Offering Memorandum. The specific terms of any Series of Notes will be set forth in the applicable Pricing Supplement.

OVERVIEW OF THE PROGRAM

Corda SPC is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands (the “SPC”) acting on behalf of and for the account of each of its segregated portfolios from time to time (each a “Portfolio”, and the SPC acting in such capacity in respect of a Portfolio, an “Issuer”). Each Issuer has been established for the purpose of issuing tokenized debt securities (the “Notes”) under this Base Offering Memorandum. The Notes may be offered and sold from time to time to or through one or more Purchasers, dealers and agents, or directly to purchasers, on a continuous or delayed basis. Each offering of Notes will be made pursuant to, and on the terms set forth in, this Base Offering Memorandum and the applicable Pricing Supplement.

The SPC will establish multiple Portfolios for the purposes of the Program. Each Series of Notes will be linked to a particular Portfolio. The SPC acting on behalf of and for the account of a Portfolio shall constitute an “Issuer” under the Program. There will be multiple Issuers under the Program as Notes will be issued in Series and each Series will have its own Portfolio and Issuer.

Each portfolio or asset pool offered under the Program will be documented in its own Pricing Supplement, which will set forth the specific terms applicable to the Notes of that Series, including the portfolio-specific economics, structural terms, distribution perimeter, authorized participant framework, and fee mechanics. Each Pricing Supplement will be read together with, and will supplement or modify, the terms described in this Base Offering Memorandum. In the event of any inconsistency, the terms of the applicable Pricing Supplement shall control.

TOKENIZATION AND DISTRIBUTED LEDGER TECHNOLOGY

The Notes are issued in the form of ledger-based securities (the “Ledger-Based Securities”) on a distributed ledger or blockchain. Tokenization of the Notes will be performed by the Issuer, or if applicable, an affiliated or third-party entity engaged by the Issuer to provide tokenization services (such party, a “Tokenizer”). The Tokenizer’s role includes minting and safeguarding tokens representing the Notes, delivering and cancelling (i.e., burning) tokens in connection with issuances and redemptions, deploying and auditing smart contracts, and providing the technical infrastructure for the issuance and redemption process. The Tokenizer may act solely as an external information technology service provider to the Issuer and neither be acting as an Issuer nor as an offeror of the Notes.

The Notes may be issued as either Open-Term Notes, which have no predetermined fixed term and which are available for continuous issuance and redemption on each Business Day, or Fixed-Term Notes, which have a predetermined scheduled termination date and are subject to issuance and redemption windows aligned with the subscription and redemption windows of the relevant Underlying or Underlying Components. The specific terms of each type of Note, including the applicable issuance process and maturity provisions, will be set forth in the applicable Pricing Supplement.

SERVICE PROVIDERS

Certain advisory and administrative functions with respect to the assets of the Issuer will be performed by [NAV Admin] (the “Fund Administrator”).

DISTRIBUTION AND TRANSFER RESTRICTIONS

The Notes are being offered and sold only to non-U.S. persons in offshore transactions in reliance on Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been and will not be registered under the Securities Act and the Issuer is not and has not been registered under the Investment Company Act. The Notes will not be listed on any securities exchange. Investors may resell Notes in the secondary market to third parties in accordance with the applicable transfer restrictions. See “Transfer Restrictions” herein.

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands to subscribe for the Notes and this document may not be issued or passed to any such person.

USE OF PROCEEDS

The net proceeds from the issuance of the Notes of any Series, after payment of applicable fees and expenses, will be used as specified in the applicable Pricing Supplement, including for the purchase of Underlying Components. See “Use of Proceeds” herein.

RISK FACTORS

An investment in the Notes involves a high degree of risk, including the risk of loss of the entire investment. In addition to the risks generally associated with debt securities, investments in the Notes are subject to risks particular to the tokenized and blockchain-based nature of the offering, including risks related to the loss or destruction of private keys, the irrevocable nature of blockchain-recorded transactions, cybersecurity vulnerabilities, blockchain forks, the evolving and uncertain regulatory treatment of digital assets, and the potential absence of liquidity in secondary trading markets for tokenized debt securities. The Notes are from time to time and at any time unsecured limited recourse obligations of the Issuer, payable solely from the assets of the applicable Portfolio available at such time in accordance with the terms of the Notes, and following application of such assets all obligations of and claims against the Issuer shall be extinguished and shall not thereafter revive. Prospective investors should carefully review the section titled “Risk Factors” herein before making any investment decision.

PRINCIPAL TERMS OF THE NOTES

RISK FACTORS

The risk factors disclosed in this section of this Base Offering Memorandum describe the principal risk factors of an investment in the notes. You should carefully consider the following risk factors before you decide whether or not to purchase the notes.

Risks Related to Tokenized Debt Securities and Distributed Ledger Technology

To the extent that any Series of Notes is issued in tokenized form or utilizes distributed ledger technology (“DLT”), including blockchain technology, for issuance, transfer, settlement or recordkeeping purposes, investors should carefully consider the additional risks described below. These risks are in addition to, and should be read together with, the other risk factors described in this Base Offering Memorandum and the applicable Pricing Supplement.

The loss or destruction of a private key required to access tokenized debt securities may be irreversible.

The Notes are issued as tokenized debt securities recorded on a distributed ledger and are controllable only by the possessor of the unique private key or keys relating to the digital wallet in which the Notes are held. Private keys must be safeguarded and kept private in order to prevent a third party from accessing the Notes held in such wallet. If an investor does not maintain an accurate record of its private key, or if its private key is lost, destroyed, or otherwise compromised and no backup of the private key is accessible, the investor will not be able to access or transfer the Notes associated with the corresponding wallet address, and neither the blockchain network nor the Issuer will be capable of restoring the private key. Any loss of private keys relating to digital wallets used to hold Notes could result in the permanent and irreversible loss of access to such Notes. In addition, if an investor’s private key is misappropriated, a third party could transfer the investor’s Notes without authorization, and such transfer may not be reversible. It is each investor’s sole responsibility to store, safeguard, and maintain backups of its private key. Neither the Issuer, the Tokenizer, nor any other service provider has any obligation to recover or restore access to Notes held in a wallet for which the private key has been lost, destroyed, or compromised. Investors should implement appropriate security measures, including the use of hardware wallets, multi-signature arrangements, secure backup procedures, and other industry-standard security protocols. Investors who fail to take adequate precautions with respect to private key security bear the entire risk of loss resulting from such failure.

The irrevocable nature of blockchain-recorded transactions may cause permanent loss to your holdings.

Transactions recorded on a blockchain network are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction or, in theory, control or consent of a majority of the network’s aggregate hash rate. Once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer or theft of the underlying digital asset generally will not be reversible, and the Issuer may not be capable of seeking compensation for any such transfer or theft. Although the Issuer’s transfers of the Notes will regularly be made to or from accounts held by or on behalf of the Issuer, it is possible that, through computer or human error, or through theft or criminal action, the Issuer’s underlying digital assets could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. To the extent that the Issuer is unable to successfully seek redress for such error or theft, such loss could adversely affect investors.

Digital assets are subject to cybersecurity risks, which could adversely affect investments in tokenized debt securities.

Users of digital assets, and therefore investors in tokenized investment products such as the Notes, are exposed to an elevated risk of fraud and loss, including, but not limited to, through cyber-attacks. Digital assets can be stolen, and digital assets stored in a digital wallet, accessible via private key, can be compromised. While digital wallets do not store or contain the underlying digital assets, they store public and private keys, which are used as an address for receiving or transferring the underlying digital asset, with both forms of transactions recorded on the public immutable ledger, the blockchain. By using the private key, a person is able to transfer the underlying digital asset out of the account, which records the transaction on the blockchain. Unlike traditional banking transactions, once a transaction has been added to the blockchain, it cannot be reversed. A loss associated with a cyberattack, including a total loss, is possible. While the Issuer has taken reasonable measures to prevent a theft or hacking of the Notes, the risk of successful cyberattacks cannot be fully mitigated, and the losses associated with such an event would be borne by investors. Cybersecurity threats include, but are not limited to, phishing attacks, malware, ransomware, social engineering, denial-of-service attacks, exploits targeting wallet software or node infrastructure, and advanced persistent threats from sophisticated actors, including state-sponsored entities. The decentralized and global nature of blockchain networks means that attacks may originate from any jurisdiction, and the Issuer may have limited ability to identify attackers, pursue legal remedies, or recover lost assets.

Digital asset networks are subject to control by entities that capture a significant amount of the network’s processing power or a significant number of developers important for the operation and maintenance of such digital asset network. If a single miner, or a group of miners acting in concert, control (even temporarily) a majority of the network mining power (known as hash power) of a particular blockchain network, this control could be used to undertake harmful acts. Such an attack is called a “51%” attack. For example, an individual or group controlling a majority of the blockchain network could prevent transactions from posting accurately, or at all, on the blockchain. It could be possible for the malicious actor to control, exclude, or modify the ordering of transactions, though it could not generate new digital assets or transactions. To the extent that such malicious actor or botnet did not yield its control of the processing power on the blockchain network or the network community did not reject the fraudulent blocks as malicious, reversing any changes made to the blockchain may not be possible. Further, a malicious actor or botnet could create a flood of transactions in order to slow down confirmations of the transactions on the blockchain network.

In the past, digital asset networks have been subject to malicious activity achieved through control of over 50% of the processing power on the network. A similar attack on the blockchain network used for the tokenized issuance of the Notes may adversely affect the value or transferability of the Notes.

Blockchain protocols may be subject to attack.

Any blockchain or DLT platform used for the tokenized issuance of Notes may be susceptible to various attacks, including double-spend attacks, majority mining power attacks, selfish-mining attacks, race condition attacks, and their equivalents in proof-of-stake systems. Any successful attack presents a risk to the proper execution and sequencing of smart contract computations. As blockchain networks may interact with other networks, attacks targeting connected networks may also impact the Notes. Any malfunction, breakdown, abandonment, unintended function or unexpected functioning of the applicable blockchain protocol may have a material adverse effect on the Issuer, the issuance of the Notes and the ability of investors to transfer or redeem their Notes.

Smart contracts may depend on external data sources (oracles), which may be inaccurate or manipulated.

Certain smart contracts used in connection with the Notes may rely on external data sources, commonly referred to as “oracles,” to obtain information necessary for their operation, such as asset prices, interest rates, or other off-chain data. Oracles are operated by third parties and are subject to risks including manipulation, inaccuracy, delay, or outage. If an oracle provides incorrect, stale, or manipulated data, smart contracts relying on such data may execute transactions or settle obligations on the basis of erroneous information, which could result in financial loss to investors. The Issuer has limited ability to control or verify the accuracy of data provided by oracles, and there can be no assurance that oracle operators will perform their functions accurately, timely, or in accordance with their stated protocols. A failure or compromise of an oracle could adversely affect the valuation, settlement, or redemption of the Notes.

Blockchain forks could adversely affect the value or transferability of the Notes.

A “fork” is an event in which a blockchain splits into two or more parallel chains, each generating a separate continuum of the original blockchain. Forks typically result from changes to the rules of the protocol. While forks are usually agreed upon in advance, disagreements can cause permanent network splits. The fork risk for tokenized debt securities is more severe than for native digital assets because a choice must be made as to which chain represents the valid claim over the security. In the event of a fork in any blockchain used by the Issuer, the Issuer will determine, in its sole discretion, whether to participate in the fork and which resulting chain will be recognized. Such determination may adversely affect the value or transferability of the Notes.

Regulatory oversight of blockchain technologies is evolving, and future regulatory developments are uncertain.

Blockchain technologies and cryptographic tokens are subject to intense regulatory scrutiny globally. The functioning of blockchain networks and associated tokens may be adversely impacted by regulatory actions, including restrictions or prohibitions on their use, purchase or possession. Certain jurisdictions regulate providers of prepaid access or money transmission services, which may impose registration requirements, anti-money laundering compliance programs, minimum net worth requirements, bonding, and ongoing examination and reporting obligations. It is possible that jurisdictions will apply existing regulations to, or introduce new regulations addressing, blockchain-based applications, which may be contrary to the current structure of the Notes and could result in substantial modifications, termination of the offering, or loss of investment. There is no assurance that the regulatory treatment of tokenized securities, distributed ledger technology, or digital assets will remain consistent across jurisdictions or over time. Changes in the interpretation or enforcement of existing laws, or the adoption of new laws or regulations, could materially affect the legality, transferability, or value of the Notes. In particular, regulators in certain jurisdictions may determine that the Notes, the underlying blockchain infrastructure, or the activities of service providers constitute regulated activities requiring licenses that have not been obtained, which could result in enforcement actions, penalties, or the forced cessation of the offering.

Cross-border jurisdictional uncertainties may affect investors’ ability to enforce their rights.

The Notes may be offered, sold, or held across multiple jurisdictions, each with its own legal and regulatory framework governing securities, digital assets, distributed ledger technology, data protection, and financial services. Conflicting or inconsistent legal requirements across jurisdictions may create uncertainty regarding the legal status, enforceability, or transferability of the Notes in certain markets. Investors may face difficulties in enforcing their rights under the Notes or seeking legal remedies in jurisdictions where the Issuer, the Tokenizer, or other service providers are located or where the blockchain network is operated. In the event of a dispute, it may be unclear which jurisdiction’s laws apply, and judgments obtained in one jurisdiction may not be enforceable in another. Cross-border regulatory cooperation relating to blockchain-based securities is still developing, and there can be no assurance that regulatory authorities will coordinate effectively to address issues affecting the Notes or that investors will have access to effective dispute resolution mechanisms.

No UK summary document has been prepared, and the Notes may not be made available to retail investors in the United Kingdom.

The Notes may constitute consumer composite investments for the purposes of the UK Consumer Composite Investments (Designated Activities) Regulations 2024 (the “CCI Regulations”), which have replaced the UK PRIIPs regime. No summary document required by the CCI Regulations or the product disclosure rules made by the UK Financial Conduct Authority thereunder has been or will be prepared. Accordingly, the Notes may not lawfully be offered, sold or otherwise made available to any retail investor in the United Kingdom, and investors in the United Kingdom will not receive the benefit of the disclosure and other protections that would apply to a retail distribution, including any protection from the Financial Conduct Authority, the Financial Ombudsman Service or the Financial Services Compensation Scheme.

Communications regarding the Notes that fall outside available UK exemptions may be unlawful.

Any invitation or inducement to engage in investment activity in the Notes which is capable of having an effect in the United Kingdom is subject to the restriction on financial promotions in section 21 of the Financial Services and Markets Act 2000, the prospectus requirement under the Public Offers and Admissions to Trading Regulations 2024 and the summary document requirement under the CCI Regulations. The offer and sale of the Notes into the United Kingdom relies on exemptions from these requirements, and the Notes are offered in the United Kingdom only to persons who satisfy the applicable exemption criteria. Communications or sales that fall outside the available exemptions may be unlawful and could expose the Issuer and other participants in the offering to regulatory and civil consequences.

No Swiss prospectus or key information document has been prepared.

The Notes are offered in Switzerland without a prospectus under Art. 35 et seq. of the Swiss Financial Services Act (“FinSA”) in reliance on the exemptions in Art. 36 FinSA, and no Swiss key information document has been prepared. Investors in Switzerland will not receive the disclosure, regulatory review or other protections that would accompany a public offering in Switzerland. If Notes are offered to private (retail) clients in Switzerland under an Art. 36 FinSA exemption (for example, offers addressed to fewer than 500 investors or offers with minimum subscription or denomination thresholds), Art. 58 FinSA would require a key information document; no such document has been prepared, and no such offers will be made unless and until one is.

Swiss eligibility and transfer restrictions may limit liquidity, and resales may trigger prospectus obligations for the selling holder.

The Notes may be offered and transferred in Switzerland only to professional or institutional clients within the meaning of FinSA or other exempt offerees, and transfers will be recognised only after verification of the transferee’s status. These restrictions may materially reduce the liquidity of the Notes in Switzerland. In addition, a holder whose resale of Notes constitutes a public offer in Switzerland will itself be the offeror for purposes of FinSA and may be required to publish a prospectus; holders should not offer the Notes publicly in Switzerland.

Technical vulnerabilities in blockchain networks could adversely affect the value or transferability of the Notes.

Investors in Notes are exposed to several technical risks including, but not limited to, flaws in the code, forks of underlying protocols, double-spending attacks, and 51% attacks. Blockchain assets are mostly built on open-source code that is publicly available, and flaws or mistakes in such code could lead to severe damage. Furthermore, technical groups may attack the code, which could directly lead to adverse effects on the Notes. Blockchain networks may undergo upgrades that could significantly alter their operation, including changes to consensus mechanisms, transaction throughput, and incentive structures. Such changes may create uncertainty as to the behavior of smart contracts deployed on the blockchain and may have a detrimental effect on the value or functionality of the Notes.

Cyberattacks could result in the theft or loss of digital assets, including the Notes.

Any blockchain network, smart contracts, associated websites, software applications and platforms may be exposed to attacks by hackers or other individuals that could result in theft or loss of tokens representing the Notes. Such attacks may affect investors’ investments up to a total loss and may impact the Issuer’s ability to issue, transfer or redeem Notes. Unlike traditional banking systems, once a transaction has been added to a blockchain, it generally cannot be reversed due to the decentralized nature of the technology.

Smart contracts may be exploited, which could adversely affect the issuance, transfer, or settlement of the Notes.

Smart contracts deployed on blockchain networks are a relatively new technology, and their ongoing development and operation may result in problems, errors, or vulnerabilities that could have adverse consequences for the Notes. Smart contracts are computer programs that automatically execute, control, or document events according to the terms of the contract. Unlike traditional contracts, smart contracts generally cannot be stopped or reversed once deployed, and any flaws in the underlying code may be exploited before they are identified and remedied. If a smart contract used in connection with the issuance, transfer, or settlement of the Notes contains a deficit or is subject to a hack or exploit, it could result in the misallocation, freezing, or loss of Notes or the Underlying, and neither the Issuer nor any service provider may be able to reverse the consequences of any such event. Smart contracts may also interact with other smart contracts or external data sources (such as price oracles), and vulnerabilities or failures in those external dependencies could adversely affect the Notes. While smart contracts deployed in connection with the Notes may be subject to code audits, no audit can guarantee the absence of all vulnerabilities, and newly discovered attack vectors or changes in the blockchain environment may expose previously undetected flaws. The immutable nature of deployed smart contracts may limit the ability to implement corrective measures once a vulnerability has been identified.

Blockchain disruptions could delay transactions or impair settlement, which could adversely affect the value or transferability of the Notes.

To the extent any Notes are traded and settled on a blockchain, investors will have to rely on the rules and procedures governing such operations. Any delay in the trade or settlement of the Notes by factors affecting the clearing and settlement system is outside the Issuer’s control, including disruption of relevant systems. Investors should consider that such clearing and settlement systems could be unregulated or unsupervised by authorities. Possible delays may result in longer settlement times, which could negatively affect the value of the Notes.

Limited trading liquidity could impair investors’ ability to sell the Notes.

To the extent any Notes are tokenized and available on a blockchain, there is no certainty that there will be liquidity available on any trading network or that the market price will be in line with the net asset value at any given time. There is no guarantee that once Notes are available on a blockchain they will remain accessible as a result of changes in admissibility, technology or the status of the Issuer. Under normal market conditions, market makers may purchase and sell Notes on secondary markets, but investors cannot rely on the opportunity to sell Notes at a specific price or time. Market makers are not obliged to secure minimum liquidity levels or purchase unlimited amounts of Notes, particularly in abnormal market conditions. The market for tokenized debt securities is nascent and significantly less developed than traditional securities markets. There may be few or no market participants willing to transact in the Notes, and bid-ask spreads may be wide, particularly during periods of market stress or volatility. The absence of established market infrastructure, including regulated exchanges, clearinghouses, and central counterparties, may further constrain liquidity and increase settlement risk. Investors should be prepared to hold Notes for an indefinite period and may be unable to liquidate their investment at any price, or only at a substantial discount to the net asset value.

Blockchain transaction fees may adversely affect the issuance, redemption, or value of the Notes.

The fact that Notes may be issued in the form of tokens requires the ability to execute transactions on the blockchain. Transactions on the blockchain are sometimes governed by fees paid to blockchain validators (such as “gas fees”), and these might increase significantly in times of market disruption or congestion. In such times, issuance and redemption of Notes in values comparable to required fees may have an adverse impact on the total value obtained by the investor. The Issuer has no ability to control or predict future blockchain fees.

Potential market abuse in digital asset markets could erode investor confidence and adversely affect the value of the Notes.

Markets for digital assets are local, national and international, and include a broad range of products and participants. Significant trading may occur on systems and platforms with minimum predictability. The characteristics of digital assets could be used by certain market participants to exploit arbitrage opportunities through schemes such as front running, miner extracted value, spoofing, pump-and-dump and fraud across different systems, platforms or geographic locations. Due to reduced oversight by authorities, illicit schemes may be more widespread in digital asset markets than in traditional financial markets. Any market abuse could result in loss of investor confidence and may adversely impact an investment.

Rapid technological change and evolving blockchain technologies could impact the value of the Notes.

Digital assets, blockchains and their networks are still evolving and have not yet become the standard for transactions. There is no guarantee that digital assets or blockchain technology will become a dominant form of payment, storage of value or method of exchange. Potential changes in the viability of any blockchain network may adversely impact pricing and liquidity. Other networks and technologies may compete with those used by the Issuer. There is no guarantee that the selected form of technology will remain a popular or viable method in the future.

The use of digital assets for illicit activities could harm investor confidence or trigger regulatory action, which may adversely affect the value of the Notes.

Digital assets have in the past been used to facilitate illicit activities, including money laundering, sanctions evasion, and other financial crimes. Although the transparency of public blockchains has facilitated investigations by law enforcement agencies, certain privacy-enhancing technologies may obscure the origin or chain of custody of digital assets. If the blockchain network of infrastructure used in connection with the Notes were associated with, or perceived to be associated with, illicit activity, business disruption, reputational harm, or regulatory action could follow, any of which could adversely affect the value of the Notes or the Issuer’s ability to operate. There can be no assurance that the anti-money laundering and KYC procedures adopted by the Issuer and its service providers will be sufficient to prevent the Notes or the platform on which they are issued or traded from being used in connection with Illicit Activity.

Blockchain interoperability and cross-chain bridges may introduce additional security vulnerabilities.

The blockchain infrastructure used for the Notes may need to interact with other blockchain networks, protocols, or systems (“interoperability”). Such interactions involve additional risks, including the potential for vulnerabilities in bridge protocols or cross-chain communication mechanisms to be exploited by malicious actors. Cross-chain bridges and interoperability solutions have been the subject of significant security incidents in the digital asset industry, resulting in substantial losses. If the Notes or the underlying infrastructure depends on interoperability with other networks, any failure, exploit, or disruption affecting those networks or the mechanisms connecting them could adversely affect the Notes. There can be no assurance that the interoperability solutions employed in connection with the Notes, if any, will function as intended or remain secure over time.

Subscriptions denominated in or processed through digital stablecoins are subject to the risk of stablecoin de-pegging.

To the extent that subscriptions for Notes are processed in whole or in part using digital stablecoins, investors bear the risk that such stablecoins may de-peg from their reference currency or asset. A de-peg event occurs when the market price of a stablecoin falls below, or significantly diverges from, its intended peg, including due to market stress, loss of confidence in the reserve mechanism, regulatory action, or failures in the algorithmic or collateral structures supporting the peg. If a stablecoin de-pegs during the subscription process and prior to settlement, the effective value received by the Issuer may be less than the nominal subscription amount, and investors may consequently receive fewer Notes than expected or the subscription may not be processed. Neither the Issuer nor the Tokenizer assumes any liability for losses arising from stablecoin de-peg events occurring prior to or during settlement. Prospective investors should review the applicable Pricing Supplement for information regarding the currencies and digital assets accepted for subscription and any associated settlement risks.

On-chain KYC and eligibility verification processes may delay or prevent the issuance of Notes.

The issuance of Notes may involve on-chain verification of investor eligibility, including know-your-customer, anti-money laundering, and sanctions screening checks performed at or around the time of minting. This process relies on the availability and accuracy of third-party verification systems. If a verification service is unavailable, delayed, or returns a result that prevents minting, the issuance of Notes to the relevant investor may be delayed or declined without prior notice. Unlike traditional securities issuance processes in which eligibility and compliance checks are completed in advance of settlement, the on-chain verification mechanism introduces operational dependencies that are unique to the tokenized structure and that may result in issuance failure at the point of mint even where the investor has otherwise completed required onboarding steps. Neither the Issuer nor the Tokenizer will be liable for any delay in or failure of issuance resulting from the unavailability or malfunction of KYC, AML, or sanctions screening systems, or from adverse verification results. Prospective investors should ensure that all required pre-verification steps have been completed before submitting a subscription order.

General Market Risks

Market volatility or adverse market conditions could reduce trading activity and adversely affect the value of the Notes.

Market volatility refers to the risk that market prices of securities will rise or fall, sometimes rapidly or unpredictably. An investment in the Notes is subject to market risk, including the potential loss of the entire amount of the investment. Changes in interest rates, foreign exchange rates, and increases in volatility can increase credit and market risks and may also affect returns to investors. General movements in local and international markets and factors that affect the investment climate and investor sentiment could affect the level of trading and, therefore, the market price of the Notes. Investors should be aware that the Notes can decrease and increase in price and that there can be a partial or total loss of the invested amount. The market for tokenized securities may exhibit greater volatility than traditional securities markets due to factors including lower liquidity, limited market participation, concentrated holdings, and the absence of established price discovery mechanisms. Digital asset markets, including markets for tokenized securities, have historically experienced extreme price fluctuations, including sudden and severe declines, and there can be no assurance that such volatility will not affect the Notes. Market events, including the failure of other digital asset platforms or issuers, may have a contagion effect on investor sentiment and the perceived value of tokenized securities generally, even if the Notes or the Issuer are not directly affected. If the value of an Underlying changes, the market value of the Notes may not change proportionally. Owning the Notes is not the same as investing directly in any Underlying or the securities, commodities, futures contracts or other assets of any Underlying.

Unfavorable market conditions could reduce the redemption amount or delay the valuation of the Underlyings, which could adversely affect the value of the Notes.

Unfavorable market conditions in relation to the Underlyings, including the illiquidity or insolvency or distressed situations relating to an Underlying or a relevant market for the Underlying, or a suspension or limitation on trading in, or a limitation on market prices issued by, relevant exchanges or quotation systems, so that the price or value of the Underlyings or other assets cannot be determined, announced, published or otherwise made available on a Business Day relevant for fixing, observation, or valuation, may occur, which could result in the postponement of the fixing, observation or valuation of relevant assets. If an event occurs which, in the sole discretion of the Issuer, requires discontinuation of a Note, the Note will be subject to redemption on the Termination Date at the Redemption Amount. If the Issuer Call Option has been exercised due to unfavorable market conditions, including illiquidity or insolvency or distressed situations relating to an Underlying or a relevant market for the Underlying, investors should be aware that the Redemption Amount may be considerably lower compared to the issue price or the most recent valuation of the Note prior to the exercise of the Issuer Call Option. See “Description of the Notes—Issuer Redemption (Issuer Call Option)” herein.

Fluctuations in currency exchange rates could adversely affect the value of the Notes.

In general, currency values may be affected by complex political, economic and international factors, including governmental actions to support domestic currencies, independent of other market forces. An investment in the Notes may be affected by exchange rate risk in the relevant currencies in which the Notes are denominated and in which the Underlyings are denominated or traded. Investors should be aware that investments in the Notes could entail risks due to fluctuating exchange rates and that the risk of loss depends not only on the performance of the Underlyings but also on unfavorable developments in the value of any currency involved. These risks may arise at any time during the life of the Notes if any relevant currency is replaced by a different or new currency.

Commissions and transaction costs could substantially reduce returns, if any, on the Notes.

Commissions and other transaction costs incurred in connection with the purchase or sale of Notes may result in charges, particularly in combination with a low order value, which can substantially reduce any amounts payable to an investor in respect of the Notes. Before acquiring Notes, investors should inform themselves of all costs incurred with the purchase or sale of the Notes, including any costs charged by their custodian or broker.

Limited liquidity and trading volume could depress the market price of the Notes.

There is no guarantee for the liquidity of the Notes in any secondary market. The Notes will not be listed on any national securities exchange. The volume of Notes traded on secondary markets may be highly limited, which can have a negative effect on the market price of the Notes. Therefore, it may be extremely difficult for investors to buy or sell the Notes in a short period of time without the price being negatively affected. No assurance can be given that a secondary market for any Series of Notes will develop, or if one does develop, that it will continue. Secondary market prices of the Notes will be impacted by a number of economic and market factors, including the value of the Underlyings, the Issuer’s creditworthiness, the actual and expected volatility of the Underlyings, the remaining term of the Notes, changes in the supply of or demand for the Notes, and prevailing interest rates. The price at which an investor may be able to sell the Notes prior to redemption, if at all, may be at a substantial discount relative to the principal amount of the Notes.

The Notes are not insured and recourse may be limited.

An investment in the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation (the “FDIC”), the Securities Investor Protection Corporation (the “SIPC”), or any other governmental agency or deposit protection scheme. The Notes are unsecured limited recourse obligations of the Issuer, and investors’ recourse is limited. If the assets of the applicable Portfolio are insufficient to satisfy the Issuer’s obligations in respect of the Notes following application of proceeds in accordance with the Notes, investors may lose all or a substantial portion of their investment, and any shortfall would not be recoverable from the Issuer, the Tokenizer, or any other person.

The negative covenants in the Notes may restrict the Issuer’s flexibility and ability to respond to changing circumstances.

The Notes contain negative covenants that restrict the Issuer from, among other things, creating liens on Portfolio assets, selling, transferring, or otherwise disposing of Underlyings (except in limited circumstances), incurring additional indebtedness ranking senior to or pari passu with the Notes, engaging in certain merger or consolidation transactions, amending material transaction documents in a manner that would adversely affect Noteholders, entering into transactions with affiliates other than on arm’s-length terms, making restricted payments, or taking actions that would cause the Issuer to lose its status as a separate legal entity or to become subject to registration under the Investment Company Act of 1940. These restrictions may limit the Issuer’s ability to respond to changes in market conditions, capitalize on business opportunities, or take other actions that might be in the best interests of the Issuer or investors. In addition, these covenants may limit the Issuer’s ability to refinance, obtain additional financing, or restructure the Portfolio in response to changed circumstances, which could adversely affect the Issuer’s ability to make payments on the Notes.

A breach of the negative covenants could result in an Event of Default and acceleration of the Notes.

The failure by the Issuer to comply with the negative covenants set forth in the Notes could constitute an Event of Default under the Notes. Upon the occurrence and continuation of an Event of Default, the holders of a majority in aggregate principal amount of the Notes then outstanding may declare the principal amount of all Notes to be due and payable immediately. If the Notes are accelerated following an Event of Default, there can be no assurance that the Issuer will have sufficient assets to satisfy its obligations in respect of the Notes. Additionally, the occurrence of an Event of Default may trigger cross-default provisions under other agreements of the Issuer, which could further limit the Issuer’s ability to satisfy its obligations under the Notes. Prospective investors should carefully evaluate the likelihood that the Issuer will be able to comply with the negative covenants during the term of the Notes.

The negative covenants may be modified with the consent of a majority of Noteholders, and such modifications may not be in the interest of all investors.

Certain provisions of the Notes, including certain negative covenants, may be amended, supplemented, or waived with the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding. Such amendments or waivers may adversely affect the rights of Noteholders who do not consent to such amendments, including by eliminating protections that were designed to benefit all Noteholders. There can be no assurance that minority Noteholders will have any recourse if the majority consents to modifications that adversely affect the minority’s investment. Accordingly, prospective investors should be aware that the protections afforded by the negative covenants may be weakened or eliminated following the issuance of the Notes.

Holders will not have petition rights under the Notes.

The holders of Notes may not, at any time, institute, or join with any other person in bringing, instituting or joining insolvency, administration, bankruptcy, winding-up, or any other similar proceedings (whether court-based or otherwise) in relation to the SPC, any Issuer or in relation to any Portfolio or to any of their assets. No holders of any Series of Notes shall have any claim arising with respect to the assets and/or property attributable to any other Series of Notes issued by any other Issuer.

Bankruptcy events involving a SPC could reduce the amounts payable on the Notes.

The SPC has certain “bankruptcy remote” features that are designed to limit the risk that a voluntary or involuntary proceeding will be commenced in respect of the SPC. These include, among other things, no ability for the directors to wind up the SPC without a shareholder resolution. However, despite these features, it is possible that unanticipated obligations of the SPC could arise, and, if such unanticipated obligations were not satisfied, that a voluntary or involuntary bankruptcy or winding up proceeding involving the SPC could be commenced. A voluntary or involuntary bankruptcy or winding up proceeding involving the SPC may result in an [Event of Default ]. If the Issuer were to redeem the Notes upon the occurrence of [Event of Default], investors may lose some or all of their investment in the Notes if the SPC is not able to sell or transfer some or all of the Underlyings that it holds.

The Issuer holds the Underlyings directly without a third-party custodian, which presents certain concentration and operational risks.

The Underlyings are held directly by the SPC on behalf of and for the account of the applicable Portfolio without the appointment of a third-party custodian. As a result, the protections ordinarily afforded by an independent, regulated depository institution, including the segregation of client assets, independent recordkeeping, insurance coverage, government protections (such as FDIC or SIPC protections), and fiduciary oversight, are not available to holders of the Notes. Instead, the Issuer’s obligations with respect to the safekeeping of the Underlyings are governed by the negative covenants set forth in the Notes, which restrict the Issuer from, among other things, creating liens on or encumbrances over the Underlyings, disposing of the Underlyings except in permitted circumstances, engaging in securities lending or other proprietary transactions with the Underlyings, and comingling the assets of one Portfolio with those of any other Portfolio or with the general assets of the SPC. See “Description of the Notes—Negative Covenants” herein. There can be no assurance that these contractual protections will be as effective as the safeguards that would be provided by a regulated third-party custodian. In the event of failure, fraud, or insolvency of the SPC, the absence of an independent custodian may increase the risk that the Underlyings are lost, misappropriated, or otherwise unavailable to satisfy the Issuer’s obligations under the Notes, and investors may lose all or a substantial portion of their investment.

Risks Related to the Underlyings

The sponsor, calculation agent, or other third party responsible for maintaining any Underlying may adjust the Underlying in a way that affects its value, and has no obligation to consider the interest of the Holders.

Where any Underlying is an index, the relevant index sponsor is responsible for maintaining such index. The index sponsor can add, remove, or substitute the components of the index or make other methodological changes that could affect the composition of the index. Where any Underlying is a fund interest, the fund’s investment advisor or manager may change the fund’s investment strategy, fee structure, or other material terms. In each case, the relevant third party has no obligation to consider the interests of the Holders in making such changes or determinations. The applicable Pricing Supplement will identify the relevant Underlying(s) and the third parties responsible for maintaining it or them.

Concentration risks associated with an Underlying may adversely affect the value of the Notes.

Where a Series of Notes is linked to a single Underlying or a small number of Underlyings, or where an Underlying provides exposure to a single asset, sector, or type of instrument, investors will not benefit from the advantages of a diversified investment and will bear the risks of a concentrated investment, including the risk of greater volatility that would be experienced in connection with a diversified investment. The applicable Pricing Supplement will describe the composition and concentration characteristics of the Underlying(s) for each Series.

An Underlying may have a limited operating history and may perform in unanticipated ways.

An Underlying may have been established recently and therefore may have a limited operating history. Past performance of any Underlying, whether actual or hypothetical, should not be taken as an indication of the future performance of that Underlying during the term of any Notes. The actual performance of an Underlying over the term of the Notes, as well as any payment on the Notes, may bear little relation to its historical or hypothetical performance.

Market Disruption Events may postpone valuation and adversely affect returns.

The Issuer may, in its sole discretion, determine that markets have been affected in a manner that prevents it from determining the value of any Underlying on any Valuation Date and the amount of any payment on the Notes. If the Issuer determines that a Market Disruption Event exists, one or more Valuation Dates may be postponed and the value of the Underlying determined on the last possible date may not reflect fair market value. In addition, if any Valuation Date is postponed to the Final Disrupted Valuation Date and the value of any Underlying is still not available on that date due to a Market Disruption Event, the Issuer will nevertheless determine the value of that Underlying on that date in good faith and in a commercially reasonable manner. See “Description of the Notes—The Underlyings—Market Disruption Events” herein.

Conflicts of interest involving the index sponsor, calculation agent, or Underlying counterparty may adversely affect investors.

The index sponsor, calculation agent, or other parties involved in maintaining or administering any Underlying referenced for a Series of Notes may have commercial, financial, or ownership relationships with each other or with other parties involved in the offering of the Notes, including the counterparty to any derivative or structured note comprising the Underlying. Such relationships may create conflicts of interest, as decisions made by those parties in connection with the maintenance, calculation, or adjustment of the Underlying may be influenced by interests other than those of investors in the Notes. Where an investor in, or affiliate of, the Underlying counterparty holds a direct or indirect financial interest in the index sponsor, the potential for conflicted decisions regarding index methodology, component selection, or rebalancing is heightened. Investors should review the applicable Pricing Supplement for disclosure of any relevant relationships and potential conflicts applicable to the Underlying for each Series.

Underlyings employing leverage or subject to embedded index fee deductions may amplify losses and substantially reduce investor returns.

Where a Pricing Supplement specifies that the applicable Underlying is a leveraged index or other leveraged instrument, the Underlying may carry notional exposure to a reference asset that is a multiple of its nominal value. Leverage amplifies both gains and losses: an Underlying employing significant leverage may lose value materially faster than the reference asset in adverse market conditions, and losses may be disproportionate relative to any decline in the reference asset. In addition, certain index-based Underlyings are subject to ongoing embedded fee deductions that accrue on a daily basis and reduce the index level on a compounding basis over time, regardless of market performance. Such fee deductions reduce the effective return available to investors in the Notes and may affect the probability that income or principal barrier thresholds are reached. The magnitude of any leverage and the rate of any embedded fee deduction applicable to the Underlying for a particular Series will be as specified in, or derivable from, the applicable Pricing Supplement. Investors should carefully review the applicable Pricing Supplement for a full description of any leverage and embedded costs before investing.

Risks Related to the Issuer

The SPC is a special purpose vehicle.

The SPC’s sole business is the raising of money by issuing Notes referable to a particular Portfolio for the purposes of purchasing assets and entering into related contracts. Notes will be issued in Series. Each Series will be linked to a particular Portfolio. The SPC acting on behalf of and for the account of that Portfolio will constitute the Issuer for that Series. As such, the Issuer has, and will have, no assets other than its issued and paid-up share capital, such fees (as agreed) payable to it in connection with the issue of Notes from time to time and the Underlyings.

Certain considerations relating to segregated portfolio companies which could have an effect on the amounts payable on the Notes.

The SPC is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands (a “Cayman SPC”). A Cayman SPC a single legal entity which may from time to time create and operate one or more “segregated portfolios” within which to hold, and thereby segregate, its assets and liabilities.

The Companies Act (as amended) of the Cayman Islands (the “Companies Act”) essentially provides for statutory ring-fencing of assets and liabilities of a Cayman SPC and in respect of each segregated portfolio of that Cayman SPC such that a creditor of a particular segregated portfolio will not have recourse to assets held within or on behalf of other segregated portfolios and a creditor of a Cayman SPC (and not of any segregated portfolio) will have recourse only to general assets of that Cayman SPC (and not to assets held within or on behalf of any segregated portfolio). The protection afforded by the statutory ring- fencing can be lost if, in practical terms, the assets and liabilities of a Cayman SPC or any of its segregated portfolios are not correctly identified or specified as such. For that reason, the Companies Act imposes duties on the directors of a Cayman SPC to establish and maintain procedures for the segregation and separate identification of segregated portfolio assets and to ensure that transfers of assets between segregated portfolios are at full value. To the extent such procedures are not established and maintained, the benefit of segregation and statutory ring-fencing may be lost with the result that the assets held within or on behalf of a segregated portfolio may become available to creditors whose claims are not properly referable to that segregated portfolio. Were such issues to arise in respect of the Cayman SPC, the assets available to the creditors of the relevant segregated portfolio could be diminished, which could adversely affect the Issuer’s ability to make payment in full in respect of the Notes or to make such payments at the scheduled times.

In order for any act or contract to be binding on or to inure to the benefit of a segregated portfolio of a Cayman SPC, the Companies Act requires that it be specified that such act or contract be for the account of the relevant segregated portfolio. The Companies Act sets out a procedure which the directors of a Cayman SPC should follow to reattribute any act or contract which has not been attributed to the correct segregated portfolio. The Companies Act also provides that persons who are adversely affected by such a reattribution may petition the court; the court may order that the relevant act or contract be deemed attributable to a particular segregated portfolio and may make such ancillary orders as may be just and equitable. In the event that any act or contract of the Cayman SPC is incorrectly attributed and later reattributed, the court could make an order which might adversely affect the value of the assets held within or on behalf of the relevant segregated portfolio. Were such issues to arise in respect of the Cayman SPC, the assets available to the creditors of the relevant segregated portfolio could be diminished, which could adversely affect the Issuer’s ability to make payment in full in respect of the Notes or to make such payments at the scheduled times.

While the Companies Act clearly specifies how assets and liabilities of a Cayman SPC should be treated both before or after the commencement of its winding up, the position may be less certain where a Cayman SPC has any assets located outside the Cayman Islands or is otherwise conducting business outside the Cayman Islands. To the extent insolvency (or other) proceedings are brought against a Cayman SPC in a jurisdiction other than the Cayman Islands, the courts of such jurisdiction might not recognize the statutory ring-fencing under the Companies Act with the result that assets held within one segregated portfolio could be used to discharge the liabilities of another segregated portfolio or the general obligations of the Cayman SPC. Were such issues to arise in respect of the Cayman SPC, the assets available to the creditors of the relevant segregated portfolio could be diminished, which could adversely affect the Issuer’s ability to make payment in full in respect of the Notes or to make such payments at the scheduled times.

The Issuer’s offering of the Notes does not constitute a recommendation of any Underlying or investment strategy.

Prospective investors should not interpret the Issuer’s offering of the Notes as an expression of the Issuer’s views about how any Underlying or Underlying Component will perform in the future, or as a recommendation to invest, directly or indirectly, in any Underlying. The Issuer, the Tokenizer, and their respective affiliates may have positions in the Underlyings or related instruments that conflict with an investment in the Notes. Prospective investors should undertake an independent determination as to whether an investment in the Notes is appropriate in light of their specific investment objectives, risk tolerance, and financial resources.

The Issuer exercises significant discretion in making determinations under the Notes.

The Issuer is the party responsible for making determinations in connection with the Notes, including determinations related to Adjustment Events, Market Disruption Events, the selection of any Replacement Underlying, and the calculation of the Redemption Amount. The Issuer has broad discretion in making these determinations, and such determinations will be conclusive in the absence of manifest error. In the event that the Issuer’s economic interests are adverse to those of holders of Notes, this discretion may create a conflict of interest. There is no independent calculation agent to verify the Issuer’s determinations.

The Issuer is not regulated or licensed under any prudential or securities regime

The Issuer is not required to be licensed, registered or authorized under any current securities, commodities, insurance or banking laws or regulations of its jurisdiction of incorporation. There is no assurance, however, that in the future such regulatory authorities would not take a contrary view regarding the applicability of any such laws or regulations to the Issuer. There is also no assurance that the regulatory authorities in other jurisdictions would not require the Issuer to be licensed or authorized under any securities, commodities, insurance or banking laws or regulations of those jurisdictions. Any requirement to be licensed or authorized could have an adverse effect on the Issuer and on the holders of the Notes.

.The Issuer is subject to Cayman Islands Anti-Money Laundering Legislation

The Issuer is subject to the Cayman Islands Anti-Money Laundering Regulations (as amended) (together with the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands (or equivalent legislation and guidance, as applicable) and each as amended and revised from time to time, the “Regulations” ). The Regulations apply to anyone conducting “relevant financial business” in or from the Cayman Islands. The Regulations require a financial service provider to maintain certain anti-money laundering procedures including those for the purposes of verifying the identity and source of funds of an “applicant for business”, i.e. each investor, as well as the identity of the beneficial owner(s) of an “applicant for business” if applicable.

Unless simplified due diligence applies, including where an entity is regulated by a regulatory authority determined suitable by the Issuer or listed on a stock exchange recognized by the Regulations, the Issuer, often in conjunction with its administrator (if any) will be required to verify each investor’s identity and the source of the funds used by such investor for purchasing the Notes. In addition, if any person resident in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct, or is involved with terrorism or terrorist property, and the information for that knowledge or suspicion came to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (the “FRA”), pursuant to the Proceeds of Crime Act (as amended) of the Cayman Islands (the “PCA”), if the disclosure relates to criminal conduct or money laundering, or (ii) a police constable of the rank of the inspector or higher, or the FRA, pursuant to the Terrorism Act (as amended) of the Cayman Islands, if the disclosure relates to involvement with terrorism or terrorist financing and property (the “Terrorism Act”). If the Issuer were determined by the Cayman Islands authorities to be in violation of the PCA, the Terrorism Act or the Regulations, the Issuer could be subject to criminal penalties and/or administrative fines. The Issuer may be subject to similar restrictions in other jurisdictions. Such a violation could materially adversely affect the timing and amount of payments by the Issuer to the holders of the Notes.

DATA PROTECTION

Prospective investors should note that, in certain circumstances, personal data may need to be supplied in order for an investment in the Notes to be made and for that investment in the Notes to continue.

The Issuer’s use of personal data is governed by the Cayman Islands Data Protection Act (as amended) and, in respect of any EU data subjects, the EU General Data Protection Regulation (together, the “Data Protection Legislation” ).

Under the Data Protection Legislation, individual data subjects have rights and the Issuer as data controller has obligations with respect to the processing of personal data by the Issuer and its affiliates and delegates. Breach of the Data Protection Legislation by the Issuer could lead to enforcement action against it. The Issuer’s privacy notice provides information on the Issuer’s use of personal data under the Data Protection Legislation. The Issuer’s privacy notice is attached hereto as Annex B.

If you are an individual prospective investor, the processing of personal data by and on behalf of the Issuer is directly relevant to you. If you are an institutional investor that provides personal data on individuals connected to you for any reason in relation to your investment in the Notes (for example, directors, trustees, employees, representatives, shareholders, investors, clients, beneficial owners or agents), this will be relevant for those individuals and you should transmit the privacy notice to such individuals or otherwise advise them of its content.

Cayman Islands Tax Reporting

“AEOI” means one or more of the following, as the context requires: 

1. sections 1471 to 1474 of the US Internal Revenue Code of 1986 and any associated legislation, regulations or guidance, commonly referred to as the US Foreign Account Tax Compliance Act (“FATCA”), the Common Reporting Standard (“CRS”) issued by the Organisation for Economic Cooperation and Development, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting and/or withholding tax regimes; 

1. any intergovernmental agreement, treaty or any other arrangement between the Cayman Islands and the US or any other jurisdiction (including between any government bodies in each relevant jurisdiction), entered into to facilitate, implement, comply with or supplement the legislation, regulations or guidance described in paragraph (1); and 

1. any legislation, regulations or guidance implemented in the Cayman Islands to give effect to the matters outlined in the preceding paragraphs.  

On 29 November 2013, the Cayman Islands government entered into an inter-governmental agreement with the United States (the “US IGA”) in connection with the implementation of FATCA. The US IGA is intended to result in the automatic exchange of tax information under FATCA. The two governments have also signed a Tax Information Exchange Agreement which outlines the legal channels through which tax information will automatically be exchanged. 

On 4 July 2014, the Cayman Islands government issued the Tax Information Authority (International Tax Compliance) (United States of America) Regulations (as amended) (the “US FATCA Regulations”) to accompany the Tax Information Authority Act (as amended) (the “TIA Act”). The US FATCA Regulations implement the provisions of the US IGA. The US FATCA Regulations provide for the identification of and reporting on certain direct and indirect U.S. investors who are U.S. citizens, and impact the Issuer and its investors. 

Investors will be required to provide identifying information to the Issuer and/or its agents in order for the Issuer to correctly classify the investor for the purposes of US FATCA, and should note that in the event an investor does not supply such information on request, such investor may be classified as a ‘US Reportable Account’ and information pertaining to such investor (and its holding in the Issuer) may be passed to the Cayman Islands Tax Information Authority or its delegate (the “TIA”), who may then provide it to the United States Internal Revenue Service (the “IRS”). Each investor should also note that any information provided to the Issuer which identifies its direct or indirect ownership of an interest in the Issuer may be reported to the TIA and/or the IRS. 

On 29 October 2014, the Cayman Islands along with 50 other jurisdictions signed a Multilateral Competent Authority Agreement to demonstrate its commitment to implement the CRS. Local regulations, which require due diligence to be undertaken on new and pre-existing accounts, were enacted on 16 October 2015 and 19 December 2016 with reporting on such accounts commencing during 2017. More than 100 countries have since agreed to implement the CRS, which imposes similar reporting and other obligations as the US IGA with respect to investors who are tax resident in other signatory jurisdictions. The Issuer will be required to report to the TIA on an annual basis, with account information being disseminated by the TIA to tax authorities around the globe. The Cayman Islands government may also enter into additional agreements with other countries in the future, and additional countries may adopt CRS, which will likely further increase the reporting and/or withholding obligations of the Issuer. 

Each investor acknowledges that the Issuer may take such action as it considers necessary in relation to such investor’s holding or redemption proceeds to ensure that any withholding tax payable by the Issuer, and any related costs, interest, penalties and other losses and liabilities suffered by the Issuer or any other investor, or any agent, delegate, employee, director, officer, manager, member or affiliate of any of the foregoing persons pursuant to AEOI, arising from such investor’s failure to provide the requested information to the Issuer, is economically borne by such investor. 

Consequences for AEOI related failures

The Issuer may take such action as it considers necessary in relation to an investor’s holding or redemption proceeds, as a result of relevant legislation and regulations, including but not limited to, AEOI.

Such actions may include, but are not limited to the following: 

1. The disclosure by the Issuer, or any service provider or delegate of the Issuer, of certain information relating to an investor to the TIA or equivalent authority and any other foreign government body as required by AEOI. Such information may include, without limitation, confidential information such as financial information concerning an investor’s investment in the Issuer, and any information relating to any shareholders, principals, partners, beneficial owners (direct or indirect) or controlling persons (direct or indirect) of such investor. 

1. The Issuer may take any action to comply with applicable law in accordance with the terms of this Offering Memorandum and may deduct relevant amounts (if applicable) so that any withholding tax payable by the Issuer or any related costs, debts, expenses, obligations or liabilities (whether internal or external to the Issuer) are recovered from such investor(s) whose action or inaction (directly or indirectly) gave rise or contributed to such taxes, costs or liabilities. Failure by an investor to assist the Issuer in meeting its obligations pursuant to AEOI may therefore result in pecuniary loss to such investor. 

USE OF PROCEEDS

General

The net proceeds from the issuance of the Notes of any Series, after payment of applicable fees and expenses (including original discounts and other discounts) in connection with the sale of such Notes will be as specified in the applicable Pricing Supplement.

On each Issue Date, the Issuer expects to have purchased or committed to purchase Underlyings with a principal amount as specified in the applicable Pricing Supplement.

DESCRIPTION OF THE NOTES

The Notes

All of the Notes of any Series will be issued directly by the Issuer pursuant to the terms and conditions of such Notes (as supplemented by the applicable Pricing Supplement for such Series). The Notes will not be constituted under, and there will be no, fiscal agency agreement, indenture, trust deed, or similar instrument, and no fiscal agent or trustee will be appointed in respect of the Notes. The following summary describes certain provisions of the Notes. The summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms and conditions of the Notes and the applicable Pricing Supplement. Each Series will be linked to a single Portfolio. The applicable Portfolio for a Series is specified in the applicable Pricing Supplement.

Status

The Notes will be unsecured limited recourse obligations of the Issuer. The Notes will contain customary covenants of the Issuer with respect to the Assets, including restrictions on the transfer, encumbrance and disposition of the Assets corresponding to each Series, as further described in the Notes and the applicable Pricing Supplement.

The Underlyings

The Notes of each Series will be linked to one or more assets, which may include interest in investment funds (including limited partnership interests, shares of limited liability companies, or other fund vehicles), indices, exchange-traded funds, structured notes, or other instruments or assets (each, an “Underlying” and, collectively, the “Underlyings”), as specified in the applicable Pricing Supplement. Where an Underlying is composed of multiple constituent assets or sub-components, each such constituent asset or sub-component is referred to herein as an “Underlying Component.” The applicable Pricing Supplement will specify the Underlying(s) and any Underlying Components for each Series of Notes.

The applicable Pricing Supplement will specify the manner in which the Underlying(s) will be referenced in the determination of any payment on the Notes. The Notes may provide exposure to a single Underlying or to multiple Underlyings, and the specific terms governing such exposure, including any weighting, basket composition, or performance methodology, will be set forth in the applicable Pricing Supplement.

Payments on the Notes may reflect long (or bullish) exposure to one or more Underlyings (meaning that an increase in the value of the relevant Underlying(s) would generally be expected to have a positive effect on payments on the Notes) and/or short (or bearish) exposure to one or more Underlyings (meaning that a decrease in the value of the relevant Underlying(s) would generally be expected to have a positive effect on payments on the Notes).

Any amount payable on the Notes will be determined by reference to the value or performance of the Underlying(s) as set forth in the applicable Pricing Supplement. If the amount of any payment calculated as set forth in the applicable Pricing Supplement is less than zero, the amount of that payment will be zero.

Types of Notes

The initial Series of Notes is expected to reference a single Underlying. The applicable Pricing Supplement for any future Series may specify that, in the determination of any payments on the Notes, the Underlyings will be referenced in a manner that does not directly correspond to the types of Notes described below.

Single Underlying Notes. “Single Underlying Notes” reference the performance of a single Underlying in the determination of one or more payments on the Notes.

Basket Notes. “Basket Notes” reference the performance of a weighted basket composed of two or more Underlyings (a “Basket”) in the determination of one or more payments on the Notes.

Least Performing Underlying Notes. “Least Performing Underlying Notes” reflect long (or bullish) exposure to the Underlying with the lowest performance out of the Underlyings specified in the applicable Pricing Supplement in the determination of one or more payments on the Notes. Payments on Least Performing Underlying Notes will generally be determined by reference to the performance of the Underlying that would result in the worst performance of the Notes.

Greatest Performing Underlying Notes. “Greatest Performing Underlying Notes” reflect short (or bearish) exposure to the Underlying with the highest performance out of the Underlyings specified in the applicable Pricing Supplement in the determination of one or more payments on the Notes. Payments on Greatest Performing Underlying Notes will generally be determined by reference to the performance of the Underlying that would result in the highest performance of the Notes.

Relative Performance Notes. “Relative Performance Notes” reference the relative performance of two or more Underlyings, with long exposure to one or more Underlyings (each, a “Long Underlying”) and short exposure to one or more other Underlyings (each, a “Short Underlying”), in the determination of one or more payments on the Notes.

Terms Relating to the Valuation of the Underlying(s)

The relevant Pricing Supplement will specify the manner in which the initial value, the final value (if any) and, if applicable, the strike value of the Underlyings will be determined. The relevant Pricing Supplement will also specify the manner in which values of the Underlying(s) will be used in the determination of any payment on the Notes.

Initial Value. The applicable Pricing Supplement will specify the manner in which the initial value of any Underlying will be determined. For example, with respect to any Underlying, the applicable Pricing Supplement may specify that the initial value of such Underlying will be determined by reference to the value of such Underlying on the pricing date or on multiple dates near the beginning of the term of the Notes or may specify that the initial value will be equal to a fixed value. Unless otherwise specified in the applicable Pricing Supplement, the initial value of any Underlying will be determined near the beginning of the term of the Notes and will be used in determining the performance of such Underlying or as a reference point against which later values of such Underlying will be compared.

Final Value. For Fixed-Term Notes, the applicable Pricing Supplement will specify the manner in which the final value of any Underlying with respect to any day will be determined. For example, with respect to any Underlying on any day, the applicable Pricing Supplement may specify that the final value of such Underlying will be determined by reference to the value of such Underlying on that day or on multiple days during the term of the Notes. Unless otherwise specified in the applicable Pricing Supplement, the final values of any Underlying with respect to any day will be determined after the determination of the initial value and will be used in determining the performance of such Underlying or as a reference point to be compared to the initial value of such underlying or to other values specified in the applicable Pricing Supplement. Open-Term Notes will not have a final value.

Strike Value. The applicable Pricing Supplement may specify a value to be used instead of, or in addition to, the initial value of an Underlying to be used in determining the performance of such Underlying or as a reference point against which later values of such Underlying will be compared. If applicable, the applicable Pricing Supplement will specify the manner in which the strike value of any Underlying will be determined. For example, with respect to any Underlying, the applicable Pricing Supplement may specify a fixed value for the strike value of such Underlying or may specify that the strike value of such Underlying will be equal to a specified percentage of the initial value of such Underlying.

Valuation Dates. The applicable Pricing Supplement will specify each date on which the value of any Underlying is to be referenced in the determination of any payment on the Notes or redemption prices (each, a “Valuation Date”). Unless otherwise specified in the applicable Pricing Supplement, each Valuation Date is subject to postponement.

Any values of the Underlyings, and any values derived therefrom, included in the applicable Pricing Supplement may be corrected, in the event of manifest error or inconsistency, by amendment of such Pricing Supplement and the corresponding terms of the Notes. Notwithstanding anything to the contrary in the Notes, such amendment will become effective without consent of the holders of the Notes or any other party.

Valuation of the Underlyings.

The applicable Pricing Supplement will specify the manner in which the value of the Underlying(s) will be determined, including the reference source for pricing, the valuation frequency, and any applicable valuation methodology. Unless otherwise specified in the applicable Pricing Supplement, the value of an Underlying that is a fund interest shall be determined by reference to the net asset value of the relevant fund as reported by the fund’s administrator or other authorized valuation agent. The applicable Pricing Supplement will also specify the Valuation Date of any Underlying is to be referenced in the determination of any payment on the Notes.

Market Disruption Events

If, on any Valuation Date, the value of an Underlying cannot be determined due to (i) a suspension or material limitation on trading in the Underlying or Underlying Components, (ii) a failure by any reference source to publish or make available the relevant pricing information, (iii) any event that materially disrupts or impairs the ability of market participants generally to effect transactions in or obtain market values for the Underlying or Underlying Components, or (iv) in the case of a fund interest, a suspension of subscriptions or redemptions by the relevant fund, a gate, or any other restriction on access to the fund’s net asset value (each, a “Market Disruption Event”), then the relevant Valuation Date shall be postponed to the next date on which no Market Disruption Event exists, as determined by the Issuer in its sole discretion.

In no event will any Valuation Date be postponed beyond the date that is the number of Business Days specified in the applicable Pricing Supplement following the originally scheduled Valuation Date (the “Final Disrupted Valuation Date”). If the applicable Valuation Date has been postponed to the Final Disrupted Valuation Date and the value of the Underlying is still not available on that date due to a Market Disruption Event, the Issuer shall determine the value of the Underlying on that Final Disrupted Valuation Date in good faith and in a commercially reasonable manner. The applicable Pricing Supplement may specify additional or alternative market disruption events and the procedures for addressing such events.

Adjustment Events

If, at any time during the term of any Series of Notes, the Underlying or any Underlying Component is subject to a material modification, discontinuation, liquidation, winding-up, or other event that, in the sole discretion of the Issuer, renders the Underlying or Underlying Component materially different from the Underlying or Underlying Component as of the applicable Issue Date (each, an “Adjustment Event”), the Issuer may, in its sole discretion: (a) make such adjustments to the terms of the Notes as the Issuer determines in good faith to be appropriate to account for such event; (b) substitute the affected Underlying or Underlying Component with a replacement asset that the Issuer determines, in its sole discretion, to be comparable to the original Underlying or Underlying Component (a “Replacement Underlying”); or (c) exercise its right to redeem the Notes in accordance with the Issuer Call Option provisions set forth herein.

If an Underlying that is an index is discontinued or its calculation methodology is materially changed by the relevant index sponsor, the Issuer may, in its sole discretion, select a successor index that the Issuer determines to be comparable or calculate the level of the discontinued index in accordance with the last available methodology. If an Underlying that is a fund interest is liquidated, wound up, or otherwise ceases to exist, or if the fund suspends subscriptions or redemption for a period exceeding the threshold specified in the applicable Pricing Supplement, the Issuer may substitute a Replacement Underlying or exercise its Issuer Call Option. The applicable Pricing Supplement will set forth additional terms relating to the discontinuation or modification of the Underlying(s), including any additional Adjustment Events specific to the type of Underlying.

Term

The Notes may be either perpetual and have no predetermined fixed term (the “Open-Term Notes”) or issued for a fixed term with a scheduled termination date (the “Fixed-Term Notes”).

The Issuer has the right to terminate and redeem all but not part of the outstanding securities of any Note in accordance with the procedure described in “—Issuance, Redemption, Denomination, Recalculation, and Rebasing” herein.

Issuance, Redemption, Denomination, Recalculation and Rebasing

General

Fixed-Term Notes

The issuance and redemption mechanism for Fixed-Term Notes is not continuous but is instead aligned with the subscription and redemption windows of the relevant Underlying or Underlying Components (each, a “Fund Window”).

Issuance of Fixed-Term Notes shall be available during periods in which the Issuer is able to subscribe for interests in the relevant Underlying or Underlying Components, and redemption of Fixed-Term Notes shall be available during periods in which the Issuer is able to redeem interests in the relevant Underlying or Underlying Components, in each case as specified in the applicable Pricing Supplement..

Open-Term Notes

The issuance and redemption mechanism for Open-Term Notes is a continuous process on every Business Day and is intended to ensure that Open-Term Notes have sufficient liquidity and that the price tracks the relevant Underlyings or Underlying Components.

On any Business Day, Eligible Purchasers may subscribe via issuance and sell back via redemption through the Issuer. and sell back their Notes via redemption through the Issuer (subject to KYC/AML requirements and acknowledgement of required regulatory warnings being received). The purchase and sale of fractional Ledger-Based Securities is possible; the total Underlyings will be rounded up to the next unit. Any excess amount paid by the Investors is kept by the Issuer and not refunded to the Investor.

The Investors have to go through a proper KYC/AML procedure (such procedure to be in line with all applicable requirements), in particular including transaction monitoring as well as source of wealth and source of funds checks, in order to be eligible to subscribe for or redeem Notes (whether Open-Term Notes or Fixed-Term Notes) or to receive any cash settlements (including possible interest and dividend payments), according to the Regulations and any anti-money laundering and sanctions law applicable to the Issuer and the FATF’s high-risk jurisdictions and jurisdictions under the increased monitoring list.

The Investor’s personal data is processed in accordance with the Privacy Notice available at [ ].

There is no claim of any investor against the Issuer for issuing any Note at any moment of time. The Issuance of any Note is in the full and sole discretion of the Issuer. If there are negative findings in connection with the KYC/AML-procedure or any other material negative issues regarding the issuance, redemption or any payment transaction, the Issuer has the right to reject the issuance, redemption or payment transaction with no liability to the Investors. Nothing shall limit the discretion of the Issuer to comply with applicable law, to be assessed in the sole discretion of the Issuer.

Issuance

There are two different issuance processes for Open-Term Notes, which are specified in the respective Pricing Supplement for each such Open-Term Note. For Fixed-Term Notes, the applicable issuance process shall only be available during a Fund Window in which the Issuer is able to subscribe for interests in the relevant Underlying or Underlying Components.

The practical steps involved in the issuance of Notes for the two issuance process options for Open-Term Notes are as follows:

Open-Term Note Issuance process option 1: delivery upon receipt of Underlyings:

a. The Ledger-Based Securities for the Open-Term Notes are pre-created (but not activated) by the Tokenizer for each specific Open-Term Note and transferred into a wallet held by the Tokenizer on behalf of the Issuer.

b. The Investor submits a purchase order to the Issuer.

c. The Investor has to go through KYC/AML procedures in accordance with applicable legal and regulatory requirements and acknowledge required regulatory warnings. The Issuer, acting in its sole discretion, has the right to reject any issuance request if there are negative findings or other material issues with the issuance.

d. The Issuer submits a creation order to the Tokenizer upon receipt of the Investor's payment (including any fees payable by the Investor in connection with such issuance as specified in the applicable Pricing Supplement (the “Investor Fees”)) or respective guarantee or equivalent security.

e. Until the Business Day following the receipt of the Investor's payment (including Investor Fees) or respective guarantee or equivalent security (i.e., T+2), the Issuer:

i. buys the Underlying required for the number of Ledger-Based Securities and transfers the Underlying to the Issuer’s account;

ii. in case of successful purchase of the Underlying, instructs the Tokenizer to activate the pre-created Ledger-Based Securities in the required amount and to transfer them until the latest 6:00pm CEST to the wallet specified by the Investor;

iii. in case of being unable to purchase the Underlying within the specified timeframe, cancels the purchase order and transfers back the purchase price minus a fixed fee covering the expenses of the Issuer (such as KYC/AML) to the Investor.

Open-Term Note Issuance process option 2: delivery upon receipt of payment:

a. The Ledger-Based Securities for the Open-Term Notes are pre-created (but not activated) by the Tokenizer for each specific Open-Term Note and transferred into a wallet held by the Tokenizer on behalf of the Issuer.

b. The Investor submits a purchase order to the Issuer.

c. The Investor has to go through KYC/AML procedures in accordance with applicable legal and regulatory requirements and acknowledge required regulatory warnings. The Issuer, acting in its sole discretion, has the right to reject any issuance request if there are negative findings or other material issues with the issuance. Where an Authorized Participant is involved, the Authorized Participant will apply its own KYC/AML procedures in relation to any person wishing to purchase the Open-Term Notes from it in accordance with its own legal and regulatory requirements.

d. Upon receipt of the Investor's payment (including Investor Fees) or respective guarantee or equivalent security, the Issuer immediately:

i. if required, transfer the payment amount to a service provider for conversion to fiat currency (Off Ramping), instructing the proceeds of conversion to be delivered;

ii. submits a purchase order to buy the Underlying required for the number of Ledger-Based Securities resulting from “Investor's payment amount minus Investor Fees" (fractional Ledger-Based Securities are possible);

iii. submits a creation order to the Tokenizer; and

iv. instructs the Tokenizer to activate the pre-created Ledger-Based Securities in the required amount and to transfer them to the wallet specified by the Investor.

e. Upon the Business Day following the receipt of the Investor's payment (including Investor Fees) or respective guarantee or equivalent security (i.e., T+2), the Issuer shall receive the purchased Underlying required for the number of Ledger-Based Securities resulting from "Investor's payment amount minus Investor Fees" (fractional Ledger-Based Securities are possible) to the Issuer's account. required for the number of Ledger-Based Securities resulting from “Investor’s or Authorized Participant’s payment amount minus Investor Fees” (fractional Ledger-Based Securities are possible) to the Issuer’s account

There are no creation limits on the Notes assuming sufficient liquidity in the capital markets in which the Underlying is purchased. For Fixed-Term Notes, the creation of Notes is additionally subject to the availability of a Fund Window and any applicable capacity constraints, subscription limits or other restrictions imposed by or in respect of the relevant Underlying or Underlying Components.

Issuer Redemption (Issuer Call Option)

If an event occurs, which in the sole discretion of the Issuer requires a discontinuation of a Note (“Termination Event”), the Issuer has the right to terminate such Note (“Issuer Call Option”) at a date of its choice (“Termination Date”), without providing for a specific reason, by notifying the Investors at the earliest possible date, in any event no later than 30 Business Days prior to the Termination Date (“Termination Notice”). The Issuer has to notify Investors having subscribed their securities directly with the Issuer by e-mail (as stated by the Investor in the KYC provided during the issuance process) or in other written form in the sole discretion of the Issuer, and (ii) any other Investors not having subscribed their securities directly with the Issuer by publication on the Issuer’s website [ ]. The Issuer Call Option may for example (but not limited to), be exercised:

a) if the Issuer has determined and documented respectively that the Underlying of the relevant Notes has permanently ceased to be liquid;

b) if compliance by the Issuer with the obligations under the Notes or any transaction in respect of an Underlying of the relevant Notes will become unlawful or impossible in whole or in part, in particular as a result of compliance by the Issuer with any future law, rule, regulation, judgement, order or directive of any governmental, administrative, legislative or judicial authority or power or controlling authority or of the relevant competent market authorities (“Regulatory Call”);

c) in the event that any present or future taxes, duties or governmental charges would be imposed by any jurisdiction in which the Issuer is or becomes subject to tax as a result of any change in laws or regulations of the relevant jurisdiction;

d) in the event a major service provider stops providing its services, such as, but not limited to, brokerage services, paying account provider services, tokenization services, securities custody services or KYC services;

e) in the event of a Fixed-Term Note having an Underlying with a fixed maturity date and the Issuer having defined in the respective Pricing Supplement to exercise the Issuer Call Option upon reaching the maturity date of the Underlying; or

f) in the event that the Issuer infers that technological and/or operational risks related to the ledger-based technology being used have significantly increased.

Following a Termination Event, the securities will be subject to redemption based on the valuation of the securities as calculated in according with the Pricing Supplement on the Termination Date. If the Issuer Call Option has been exercised due to unfavorable market conditions, including illiquidity or insolvency or distressed situations relating to an Underlying or a relevant market for the Underlying, Investors should be aware that the Redemption Amount may be considerably lower compared to the issue price or the last valuation of the Notes before the exercise of the Issuer Call Option.

Upon exercise of the Issuer Call Option the securities of the Note so terminated will be redeemed in accordance with the procedure set forth in “Settlement” below.

Investor Redemption (Investor Put Option)

Any Investor may either by itself or through its financial intermediary maintaining the relevant securities for the Investor exercise its right to require the Issuer to redeem a number of securities for any one Note by submitting a sell order (“Redemption Order”) with the Issuer (“Investor Put Option”). For Open-Term Notes, such Redemption Order or Investor Put Option can be placed by the Investor at any time (“Investor Redemption Date”). For Fixed-Term Notes, the Investor Put Option may only be exercised during a Fund Window in which the Issuer is able to redeem interests in the relevant Underlying or Underlying Components, as specified in the applicable Pricing Supplement, and the Investor Redemption Date shall be the date on which such Redemption Order is accepted by the Issuer during the applicable Fund Window.

The Notes shall be redeemed in accordance with the procedure set forth in “Description of the Notes—Settlement” below.

Negative Covenants

The Notes will contain certain negative covenants applicable to the Issuer. So long as any Notes remain outstanding, the Issuer will not, without the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding:

(a) create, incur, assume, or suffer to exist any lien, security interest, or encumbrance (other than Permitted Liens) upon any of the Underlyings or other assets of the applicable Portfolio;

(b) sell, transfer, assign, convey, or otherwise dispose of any Underlyings or other assets of the applicable Portfolio, except (i) in connection with the redemption of Notes in accordance with the terms of the Notes, (ii) to pay fees, expenses, and other amounts due and payable pursuant to the Notes or the applicable Pricing Supplement, or (iii) as otherwise expressly permitted under the Notes;

(c) merge or consolidate with or into any other entity, or sell, transfer, or convey all or substantially all of its assets, except as expressly permitted under the Notes;

(d) amend, modify, or supplement the Notes or any other Transaction Document in any manner that would materially and adversely affect the rights of the Noteholders, except as expressly permitted under the Notes;

(e) incur or assume any indebtedness or issue any debt securities, in each case ranking senior to or pari passu with the Notes with respect to any assets of the applicable Portfolio, except as expressly permitted under the Notes;

(f) engage in any business or activity other than (i) the issuance of Notes, (ii) the acquisition, holding, and disposition of Underlyings in accordance with the Notes and the applicable Pricing Supplement, (iii) entering into and performing its obligations under the Transaction Documents, and (iv) activities incidental to the foregoing;

(g) declare or pay any dividend or make any distribution on, or redeem, purchase, or otherwise acquire, any of its equity interests, except from amounts available after payment in full of all amounts then due on the Notes and other obligations of the Issuer under the Notes at such time;

(h) enter into any transaction with an Affiliate of the Issuer, the Tokenizer, or any service provider, except on arm’s-length terms and as expressly permitted under the Notes or the applicable Pricing Supplement;

(i) take any action that would cause the Issuer to become subject to registration as an investment company under the Investment Company Act of 1940, as amended; or

(j) take any action, or omit to take any action, that would reasonably be expected to result in the loss of the Issuer’s status as a separate legal entity or the commingling of the assets of the applicable Portfolio with assets of any other Person or Portfolio.

For purposes of the foregoing, “Permitted Liens” means (i) liens for taxes, assessments, or governmental charges not yet due or being contested in good faith by appropriate proceedings, (ii) liens arising by operation of law in the ordinary course of business, and (iii) such other liens as may be specified in the applicable Pricing Supplement.

The applicable Pricing Supplement may specify additional negative covenants, or modifications to the foregoing negative covenants, applicable to a particular Series of Notes.

Settlement

All termination and redemption of Notes shall be settled as per the Investor Redemption Date or Termination Date, as the case may be, in the settlement currency specified in the applicable Pricing Supplement (the "Settlement Currency") as cash and/or upon the sole discretion of the Issuer, optionally also in other fiat currencies or cryptocurrencies, in accordance with this clause (“Settlement”). The purchase and sale of fractional Ledger-Based Securities is possible for Open-Term Notes; the total Underlyings will be rounded up to the next unit. Any excess amount is kept by the Issuer and not refunded to the Investor. For Fixed-Term Notes, Settlement shall be effected following receipt by the Issuer of the corresponding redemption proceeds from the relevant Underlying or Underlying Components, and the Settlement timeline shall be aligned with the settlement cycle of such Underlying or Underlying Components as specified in the applicable Pricing Supplement.

The Issuer shall determine the Redemption Amount to be paid by the Issuer in respect of the Note being terminated and redeemed in accordance with the formula set out in the relevant Pricing Supplement. The Redemption Amount shall be no less than the smallest denomination of the respective Settlement Currency. Where no market value can be obtained, the Issuer will, to the extent permitted by applicable law, determine the fair market value of such Note as per the Termination Date or the Investor Redemption Date in its duly exercised discretion and in accordance with established market practice.

The practical steps involved in the Settlement of Notes are as follows:

a. Before and subject to accepting the Investor’s Notes for redemption, the Investor has to go through KYC/AML procedures successfully in accordance with applicable legal and regulatory requirements and, to the extent not already provided, acknowledge required regulatory warnings. The Issuer has the right to reject any redemption request if there are negative findings or other material issues with the redemption.

b. The Tokenizer forwards the Redemption Order to the Issuer upon receipt of the Investor’s Notes.

c. Until the fifth Business Day following the receipt of the Investor’s Notes (i.e., T+5), or such earlier date as the Issuer may determine in the event the Issuer elects to pre-finance the redemption, or, in the case of Fixed-Term Notes, within such period following receipt by the Issuer of the corresponding redemption proceeds from the relevant Underlying or Underlying Components as specified in the applicable Pricing Supplement, the Issuer:

i. Instructs the Tokenizer to deactivate the received Notes by transferring them to the wallet held by the Tokenizer on behalf of the Issuer;

ii. Liquidates or redeems the Underlying in the same amount as the redeemed Notes;

iii. Calculates the Redemption Amount to be paid out to the Investor; and

iv. Pays out the redemption amount (minus Investor Fees) to the Investor and keeps the Investor Fees.

Denomination, Recalculation and Rebasing

Each Note has either a fixed or variable Denomination. For purposes of this Section: (i) each date on which the number of outstanding Notes is recalculated is a “Recalculation Event”; and (ii) the current value of the Underlying or Underlying Components used to effect such recalculation is the "Recalculation Value", each as determined in accordance with the applicable Pricing Supplement.

Notes with a variable Denomination follow 1:1 the Underlying Price and therefore, the total number of outstanding securities is equal to the total number of Underlyings held by the Issuer and does only vary based on new issuances or redemptions, and the deduction of Minting and Redemption Fees and addition of any dividend, interest or similar payments of the Underlying received by the Issuer and reinvested into Underlyings. For Fixed-Term Notes with a variable Denomination, the Underlying Price shall be determined by reference to the net asset value of the relevant Underlying or Underlying Components as reported by the relevant fund administrator or other authorized valuation agent at the frequency at which such net asset value is made available, as specified in the applicable Pricing Supplement.

Notes with a fixed Denomination follow 1:1 the Underlying Price in value, but the total number of outstanding securities is recalculated on every Recalculation Event based on the ratio between Recalculation Value and the Denomination after deduction of applicable Minting and Redemption Fees and after addition of any dividend, interest or similar payments of the Underlying received by the Issuer and to be reinvested into Underlyings. For Fixed-Term Notes with a fixed Denomination, each Recalculation Event shall occur at the frequency at which the net asset value of the relevant Underlying or Underlying Components is reported by the relevant fund administrator or other authorized valuation agent, as specified in the applicable Pricing Supplement.

For Open-Term Notes, the Recalculation Value is being fetched by data oracles operated by the Tokenizer, or third parties based on the Reference Source on any Recalculation Event and automatically fed into the Open-Term Note’s smart contract, where the Recalculation and the reallocation of securities is being conducted automatically without involvement of the Issuer. For Fixed-Term Notes, the Recalculation Value shall be determined by reference to the net asset value of the relevant Underlying or Underlying Components as reported by the relevant fund administrator or other authorized valuation agent, and shall be fed into the Note’s smart contract by the Tokenizer or such other party as may be specified in the applicable Pricing Supplement, following receipt of such net asset value reporting.

In relation to each Investor (i.e., the holder of the Notes), the Rebasing is conducted by an automated mechanism using a smart contract, which based on the Recalculation Value, determines a multiplier to the balance of outstanding securities and further adjusts the number of securities in the net basis of every wallet containing any securities in the Note. The securities will be allocated in fractional units in fractions with up to 18 decimal places, with rounding down to the eighteenth decimal place. For Fixed-Term Notes, the Rebasing shall be conducted following receipt of the applicable net asset value reporting from the relevant fund administrator or other authorized valuation agent, and the frequency of such Rebasing shall correspond to the frequency at which such net asset value is made available.

Form, Denomination and Registration of the Notes

The Notes of each Series will be sold only to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Notes will not be sold to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands.

The issued Notes of each Series will be issued as ledger-based securities (“Ledger-Based Securities”). Each Note describes a right in accordance with an agreement between the parties which is registered in a distributed ledger (the “Securities Ledger”) and may be exercised and transferred freely to others only via such Securities Ledger. The Notes are neither in certificated nor in book-entry form, but in tokenized form. The Issuer will publish a link to the record of the transactions for each Series of Notes on its website.

The Issuer securitizes the Notes in the form of cryptographic tokens as ledger-based securities by means of a smart contract-based securities ledger running on a distributed ledger serving as the underlying system for the Ledger-Based Securities. Ledger-Based Securities are exclusively exercisable via the Securities Ledger and are subject to the terms and conditions of the underlying distributed-ledger protocol.

Each initial investor and subsequent transferee of token representing a Ledger-Based Security will be deemed to represent, among other matters, as to its status under the Securities Act. The Issuer has the right under the Notes to compel any Non-Permitted Holder to sell its interest in such Note, or may sell such interest on behalf of such owner.

As used above, “U.S. person” and “offshore transaction” shall have the meanings assigned to such terms in Regulation S under the Securities Act.

The Notes will be subject to certain restrictions on transfer set forth in the Notes, and the Notes will bear the restrictive legend set forth under “Transfer Restrictions” herein.

The Notes will be issued only in the minimum denomination specified in the applicable Pricing Supplement (the “Minimum Denominations”).

No Gross-Up

All payments on the Notes will be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by any applicable law (including FATCA, the Cayman FATCA Legislation, and the CRS), as modified by the practice of any relevant governmental revenue authority, then in effect. If the Issuer is so required to deduct or withhold, then the Issuer will not be obligated to pay any additional amounts in respect of such withholding or deduction.

Governing Law

The Notes of each Series will be governed by, and construed in accordance with, the laws of the State of New York.

THE PROGRAM

General

Structure of the Program

Corda SPC is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands (the “SPC”) acting on behalf of and for the account of each of its segregated portfolios from time to time (each a “Portfolio”, and the SPC acting in such capacity in respect of a Portfolio, an “Issuer”), may issue Notes as described in this Base Offering Memorandum, linked to Underlyings or Underlying Components providing exposure to a range of stocks and Indices.

The SPC will establish multiple Portfolios for the purposes of the Program. Each Series of Notes will be linked to a particular Portfolio. The SPC acting on behalf of and for the account of a Portfolio shall constitute an “Issuer” under the Program. There will be multiple Issuers under the Program as Notes will be issued in Series and each Series will have its own Portfolio and Issuer.

Tokenization is understood to mean the legal linking of a (transferable) obligatory or real legal position with a token, on the basis of which this legal position can be asserted and transferred exclusively by the person entitled to the token over the distributed ledger/blockchain. Tokens can be described as data or information units stored in a register based on distributed ledger technology (“DLT”).

The tokenization of the Notes is being done in accordance with applicable law by the Issuer directly creating and issuing ledger-based securities (“Ledger-Based Securities”).

The role of the Tokenizer is, inter alia, to provide the following services to the Issuer (“Tokenization Services”):

1. Mint the tokens representing the securities for the respective Notes in the network as Ledger-Based Securities in accordance with the specifications defined by the Issuer;
2. safeguard the tokenized debt securities until required by the Parent or the Issuer;
3. deliver the tokenized debt securities when required and as instructed by the Issuer;
4. receive and cancel, i.e., burn the securities in the register in case of redemptions;
5. develop and deploy smart contracts on different supported blockchains as requested by the Issuer;
6. security audits of blockchain smart contracts;
7. ongoing support of the blockchain network used for the benefit of the Issuer;
8. design and develop a web platform and SDK for issuance and redemption procedures as well as interfacing such web platform and app to the other service providers as described in this Securities Note to the extent required and instructed by the Issuer;
9. design and develop administration platform for the Issuer to overview the status of the tokenized debt securities and the market; and
10. oversee the security of both the blockchain and the server systems.

Providing tokenization services means providing the technical solution for tokenization to the Issuer as external information technology (“IT”) service provider. Therefore, the Tokenizer is neither acting as an Issuer nor as an offeror of the Notes.

Apart from the services of the Tokenizer, which may be performed by the Issuer, any other third parties set out below are not related to the Issuer. Such third parties may act in different functions provided that they implement appropriate measures to avoid conflicts of interest between the individual functions, if required:

1. Any person that provides market data of the Underlyings’ prices for the Notes on each day relevant for fixing, observation or valuation of the Indices and other securities as specified in the relevant Pricing Supplement;
2. Any market maker in the Notes;
3. Provider of other services set out below.

Tokenization Services Agreement

The Issuer may enter into an agreement with one or more third-parties (including affiliates) from time to time (“Tokenization Services Agreement”) to cover the provision of the Tokenization Services.

Holding of the Underlyings

The Underlyings are held directly by the Issuer without the appointment of a third-party custodian. The Issuer’s actions with respect to the Underlyings are restricted by negative covenants set forth in the Notes, and, as applicable, any relevant Pricing Supplement, which provide, among other things, that the Issuer shall not (i) create, incur, or suffer to exist any lien, security interest, or encumbrance upon the Underlyings (other than Permitted Liens), (ii) sell, transfer, assign, convey, or otherwise dispose of any Underlyings except in connection with the redemption of Notes or payment of fees and expenses in accordance with the Notes, (iii) engage in any securities lending or other proprietary transactions with the Underlyings, or (iv) commingle the assets of one Portfolio with those of any other Portfolio or with the general assets of the SPC. The applicable Pricing Supplement will specify any additional terms or conditions related to the holding of Underlyings for the applicable series.

Custody of the Notes purchased by the Investors is in the sole responsibility of the Investor. The Issuer is not obliged to, and is not offering to, provide custody for the Investor.

Market Maker(s)

The Issuer has the right but no obligation to engage market makers in relation to the Notes.

Function

The market makers may provide market making services including bid and offer of market prices for the Notes, next to adequate liquidity with regard to all Notes.

Information on the Market Maker(s)

The respective Market Maker(s) for each Note (if any) will be communicated on the Issuer’s website: [______] (at the Issuer’s sole discretion to appoint another party).

Market Maker Agreement

In case the Issuer makes use of its right to engage a market maker, a market maker agreement will be entered into.

Other Service Providers

The Issuer has outsourced some of its KYC/AML and OFAC/sanctions monitoring functions to service providers as detailed below:

• KYC/Identification service provider(s): [_____]
• KYT and OFAC/sanctions monitoring service provider(s): [_____]
• Technical and operational services to operating the systems above: Tokenizer.

DESCRIPTION OF THE SPC

The SPC

Corda SPC, an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands having its registered office at the offices of [●] (the “SPC”).

The corporate objects for which the SPC is established are unrestricted and the SPC shall have full power and authority under its constitution to carry out any object not prohibited by the Companies Act (as amended from time to time) of the Cayman Islands (the “Companies Act”). The SPC has, and is capable of, exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit.

Issuer

As a segregated portfolio company, pursuant to the Companies Act, the SPC may create one or more segregated portfolios (each a “Portfolio”) in order to segregate the assets and liabilities of the SPC held within or on behalf of one Portfolio from the assets and liabilities of the SPC which are held within or on behalf of other Portfolios or the assets and liabilities of the SPC which are not held within or on behalf of any Portfolio of the SPC.

The SPC will establish multiple Portfolios for the purposes of the Program. Each Series of Notes will be linked to a particular Portfolio. The SPC acting on behalf of and for the account of a Portfolio shall constitute an “Issuer” under the Program. There will be multiple Issuers under the Program as the Notes will be issued in Series and each Series will have its own Portfolio and Issuer.

Segregation Between Portfolios

The board of directors of the SPC is required to establish and maintain procedures in order to preserve this segregation. Pursuant to the Companies Act, taken together with the SPC’s Articles of Association, a creditor of a particular Portfolio may only have recourse to the assets of that Portfolio and not to the assets of any other Portfolio nor to the general assets of the SPC (the “General Assets”).

The following provisions shall, subject to the Companies Act, apply in relation to each Portfolio and the general assets of the SPC in line with the SPC’s Articles of Association:

1. the assets of each Portfolio shall be segregated and kept segregated, separate and separately identifiable from the General Assets and from the assets of any other Portfolio;
2. the directors shall establish and maintain (or cause to be established and maintained) procedures to ensure that:
   1. assets and liabilities are not transferred between Portfolios or between Portfolios and the General Assets and general liabilities, other than at full value; and
   2. assets of each Portfolio shall be segregated and kept segregated, separate and separately identifiable from the General Assets and from the assets of any other Portfolio;
3. assets of a particular Portfolio shall only be available and used to meet such Portfolio’s liabilities. Such assets shall not be available or used to meet liabilities to, and shall be absolutely protected from, the creditors of the SPC who are not creditors of that particular Portfolio;
4. the liability of the SPC with respect to a segregated portfolio liability shall extend only to, and the relevant segregated portfolio liability creditor shall, in respect of that segregated portfolio liability, be entitled to have recourse only to, the segregated portfolio assets attributable to such segregated portfolio. Such liability shall not extend to, and that segregated portfolio creditor shall not, in respect of such segregated portfolio liability, be entitled to have recourse to, the segregated portfolio assets attributable to any other segregated portfolio or to the general assets;
5. where a liability of the SPC to a person or entity (whether or not having a separate legal personality) arises or is imposed otherwise than from a matter in respect of particular segregated portfolios or a particular segregated portfolio, such liability shall extend only to, and that person or entity shall, in respect of that liability, be entitled to have recourse only to the general assets. General liabilities of the SPC shall be discharged from the general assets only;
6. the assets of each Portfolio shall be deemed to include:
   1. all investments owned or contracted to be acquired and all unrealised gains (or losses) on such investments attributable to that Portfolio;
   2. all cash on hand, on loan or on deposit including accrued interest thereon attributable to that Portfolio;
   3. all bills and demand notes and amounts receivable (including proceeds of investments sold but not delivered) attributable to that Portfolio;
   4. all interest accrued on any interest-bearing investments owned by the SPC, except to the extent that the same is included or reflected in the principal amount of such investments attributable to that segregated portfolio; and
   5. all other assets of every kind and nature, including, without limitation, prepaid expenses attributable to that Portfolio;
7. the liabilities of each Portfolio shall be deemed to include:
   1. all loans, bills and accounts payable attributable to that Portfolio;
   2. all accrued or payable fees and expenses attributable to that Portfolio;
   3. all known liabilities, present and future, including, without limitation, all matured contractual obligations for payments of money or property attributable to that Portfolio and any indebtedness owing to any person or entity in respect of such Portfolio in connection with the acquisition of assets with respect to or on behalf of such Portfolio or otherwise arising in connection with the business of such Portfolio;
   4. an appropriate provision for taxes due and future taxes to be assessed attributable to that Portfolio;
   5. such portion of expenses incurred in the formation of the SPC and the segregated portfolio as may be determined by the Directors; and
   6. all other liabilities of the SPC of every kind and nature for which reserves are determined to be required by the Directors attributable to that Portfolio.

The descriptions above are to be understood in their broadest sense and are not to be considered an exhaustive list of the SPC’s authorized activities.

Notwithstanding anything to the contrary contained herein, where the Issuer is liable to a person under or in connection with the Notes and/or any other transaction document such liability shall extend only to, and such party shall, in respect of such liability, be entitled to have recourse only to the assets of the relevant Portfolio and such liability shall not extend to, and such person shall not have recourse to the assets attributable to any other Portfolio or to the General Assets.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

In General

The following summary describes certain U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes. It does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase the Notes. In particular, special tax considerations that may apply to certain types of taxpayers, including securities dealers, traders in securities that elect to mark-to-market, entities taxed as partnerships or partners therein, banks and insurance companies, tax-exempt organizations, financial institutions, real estate investment trusts, regulated investment companies, individual retirement accounts and other tax deferred accounts, certain former citizens or residents of the United States, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, nonresident alien individuals present in the United States for more than 182 days in a taxable year, grantor trusts and subsequent purchasers of Notes, are not addressed. In addition, this summary generally does not describe the Medicare tax on net investment income, special tax accounting rules as a result of any item of gross income with respect to the Notes being taken into account on an applicable financial statement, or any tax consequences arising under the laws of any taxing jurisdiction other than the U.S. federal government.

As discussed in more detail below, withholding or deduction of taxes may be required in certain circumstances in respect of payments on the Notes. In the event that any such withholding or deduction of taxes is required in any jurisdiction, the Issuer will not be under any obligation to make any additional payments to the holders of the Notes in respect of such withholding or deduction.

Prospective purchasers of the Notes should consult their own tax advisors as to U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes, as well as the possible application of state, local, non-U.S. or other tax laws.

Tax Treatment of Non-U.S. Holders of the Notes

Subject to the discussion below under “—Information Reporting and Backup Withholding” and “—U.S. Foreign Account Tax Compliance Rules”, payments, including interest, OID and any amounts treated as dividends, on a Note to a non-U.S. holder and gain realized on the sale, exchange or retirement of a Note by a non-U.S. holder, will not be subject to U.S. federal income or withholding tax, except in certain circumstances, such as where (a) such income is effectively connected with a trade or business conducted by such non-U.S. holder in the United States; or (b) in the case of U.S. federal income tax imposed on gain, such non-U.S. holder is a non-resident alien individual who holds a Note as a capital asset and is present in the United States for 183 days or more in the taxable year of sale and certain other conditions are satisfied.

Information Reporting and Backup Withholding

The amount of distributions made with respect to, the Notes, and the proceeds from the sale of a Note, in each case, paid within the United States or by a U.S. payor or U.S. middleman to a U.S. person (other than a corporation or other exempt recipient) will be reported to the IRS. Under the Code, a U.S. person may be subject, under certain circumstances, to “backup withholding tax” with respect to interest and principal on a Note or the gross proceeds from the sale of a Note paid within the United States or by a U.S. middleman or U.S. payor to a U.S. person. Backup withholding tax generally applies only if the U.S. person: (a) fails to furnish its social security or other taxpayer identification number within a reasonable time after the request therefor; (b) furnishes an incorrect taxpayer identification number; (c) is notified by the IRS that it has failed to properly report interest or dividends; or (d) fails, under certain circumstances, to provide a certified statement, signed under penalty of perjury, that it has furnished a correct taxpayer identification number and has not been notified by the IRS that it is subject to backup withholding tax for failure to report interest and dividend payments.

Non-U.S. persons generally will be required to comply with applicable certification procedures to establish that they are not subject to information reporting and backup withholding tax. In the case of payments to a foreign simple trust, a foreign grantor trust or a foreign partnership (other than payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that qualifies as a “withholding foreign trust” or a “withholding foreign partnership” within the meaning of the applicable U.S. Treasury Regulations and payments to a foreign simple trust, a foreign grantor trust or a foreign partnership that are effectively connected with the conduct of a trade or business in the United States), the beneficiaries of the foreign simple trust, the persons treated as the owners of the foreign grantor trust or the partners of the foreign partnership, as the case may be, will be required to provide the certification discussed above in order to establish an exemption from backup withholding tax and information reporting requirements. Moreover, a payor may rely on a certification provided by a payee that is not a U.S. person only if such payor does not have actual knowledge or reason to know that any information or certification stated in such certificate is incorrect.

Backup withholding is not an additional tax. The amount of any backup withholding collected from a payment will be allowed as a credit against the recipient’s U.S. federal income tax liability and may entitle the recipient to a refund, so long as the required information is properly furnished to the IRS. U.S. holders should consult their own tax advisors about any additional reporting requirements that may arise as a result of their purchasing, holding or disposing of Notes.

Reporting Requirements

U.S. holders, and in certain cases non-U.S. holders, of the Notes may be subject to information reporting requirements, described below. Depending on, among other matters, the amount of Notes held by a particular investor, more than one reporting requirement may apply to an investor. The failure to comply with these reporting requirements may result in penalties, which may be substantial, and, in the case of IRS Forms 926, 5471, 8621 and 8938, the failure to file a required form will suspend the statute of limitations with respect to any tax return, event, or period to which such information relates. As a result, even if an investor reports all of its taxable income from its investment in such Notes, if the investor fails to file a required information return, the period during which the IRS can assess taxes will remain open, potentially including with respect to items that do not relate to the holder’s investment in the Notes. A number of reporting requirements would also apply to any Series of Notes that is recharacterized as equity in the Issuer or a non-debt instrument for U.S. federal income tax purposes. Purchasers of Notes are urged to consult their own tax advisors regarding these reporting requirements, including, in the case of the Series D Notes, the desirability of filing protective information returns.

Specified Foreign Financial Assets (IRS Form 8938). Certain U.S. holders are required to report information relating to an interest in the Notes, subject to certain exceptions (including an exception for Notes held in accounts maintained by certain financial institutions) by filing IRS Form 8938 with their annual U.S. federal income tax return. U.S. holders are urged to consult their tax advisers regarding their foreign financial asset reporting obligations with respect to their ownership of Notes.

Ownership or Acquisition of a Foreign Corporation (IRS Form 5471 and IRS Form 8992). Any U.S. holder that is treated as owning (actually or constructively) at least 10% by vote or value of the equity of the Issuer (or any non-U.S. Blocker Subsidiary) for U.S. federal income tax purposes may be required to file an information return on IRS Form 5471, and provide additional information regarding the Issuer (or any such non-U.S. Blocker Subsidiary) annually on IRS Form 5471 if it is treated as owning (actually or constructively) more than 50% by vote or value of the equity of the Issuer (or any non-U.S. Blocker Subsidiary) for U.S. federal income tax purposes. In addition, regulations require every 10% U.S. Shareholder (including a partner in a U.S. partnership) that owns (within the meaning of Section 958(a) of the Code) stock in one or more CFCs to file an IRS Form 8992 to report its share of the Issuer’s GILTI.

PFIC Reporting (IRS Form 8621). Subject to certain exceptions, a U.S. holder of Notes that are recharacterized as equity for U.S. federal income tax purposes is required to file an annual information return, currently on IRS Form 8621, with respect to each PFIC in which it owns an interest directly or, in some cases, indirectly (including through certain pass-through entities). If the Issuer owns an interest in a PFIC, such as a non-U.S. Blocker Subsidiary that is a PFIC, holders of Notes recharacterized as equity for U.S. federal income tax purposes would be treated as owning a proportionate amount (by value) of the stock of such other PFIC. The Issuer will use reasonable efforts to provide each holder of such Notes with the information necessary to comply with the holder’s reporting obligations with respect to such other PFIC. These PFIC reporting requirements generally do not apply to tax-exempt U.S. holders. U.S. holders should consult their own tax advisors regarding the PFIC reporting requirements.

FBAR (FinCEN Report 114). A U.S. holder who has a financial interest in or signature authority (or comparable authority) over any foreign financial account, including bank, securities, or other types of financial accounts, in a foreign country, if the aggregate value of these financial accounts exceeds U.S.$10,000 at any time during the calendar year, may be required to report certain information on United States Treasury FinCEN Report 114 (the “FBAR”) for any calendar year in which they hold such Notes. The FBAR must be received by the United States Treasury by April 15 to report on accounts in the preceding calendar year. The FBAR is not filed as part of an annual tax return, and the reporting requirements thereunder are not governed by the Code. Failure to properly file a complete and correct FBAR may result in a maximum penalty of U.S.$10,000 per violation, as adjusted for inflation (except in cases involving willful violations where the maximum penalty is the greater of U.S.$100,000, as adjusted for inflation, or 50 percent of the balance in the account at the time of the violation). Purchasers of Notes should consult their own tax advisors regarding these reporting requirements.

Reportable Transactions (Form 8886). Any person that is required to file a U.S. federal income tax return or U.S. federal information return and participates in a “reportable transaction” in a taxable year is required to disclose certain information on IRS Form 8886 (or its successor form) attached to such person’s U.S. tax return for such taxable year (and also file a copy of such form with the IRS’s Office of Tax Shelter Analysis) and to retain certain documents related to the transaction. Various penalties and adverse consequences can result from a failure to file. A person that is a 10% U.S. shareholder may be considered to participate in any reportable transactions entered into by the Issuer. Although none are anticipated, the Issuer could participate in reportable transactions.

The definition of reportable transaction is technical, and prospective investors in the Notes should consult their own tax advisors concerning any possible disclosure obligations under the reportable transaction rules with respect to their ownership or disposition of the Notes in light of their particular circumstances.

U.S. Foreign Account Tax Compliance Rules

Under FATCA, the Issuer may be subject to a 30% withholding tax on certain income. Under an intergovernmental agreement entered into between the United States and the Cayman Islands, the Issuer will not be subject to withholding under FATCA if it complies with the Cayman FATCA Legislation which, among other things, requires the Issuer to provide the name, address, and taxpayer identification number of, and certain other information with respect to certain holders of Notes to the Tax Information Authority of the Cayman Islands, which would then provide this information to the IRS. There can be no assurance that the Issuer will be able to comply with the Cayman FATCA Legislation. In addition, FATCA could be amended to require the Issuer to withhold on “passthrough” payments to certain holders that fail to provide information or documentation to the Issuer or are certain “foreign financial institutions” that do not comply with FATCA. Under proposed regulations, this withholding tax will not apply to payments made prior to two years after the date on which final regulations on this issue are published.

If an investor fails to provide the Issuer or its agents with any correct, complete and accurate information or documentation that may be required for the Issuer and any non-U.S. Blocker Subsidiary to comply with FATCA and the Cayman FATCA Legislation and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer and any non-U.S. Blocker Subsidiary, or the investor’s ownership of any Notes would otherwise cause the Issuer to be subject to withholding tax under FATCA, the Issuer or its agents are authorized to withhold amounts otherwise distributable to the investor, to compel the investor to sell its Notes, and, if the investor does not sell its Notes within 10 Business Days after notice from the Issuer (or its agents), to sell the investor’s Notes on behalf of the investor.

FATCA IS PARTICULARLY COMPLEX. EACH HOLDER OF NOTES SHOULD CONSULT ITS OWN TAX ADVISOR TO OBTAIN A MORE DETAILED EXPLANATION OF FATCA AND TO LEARN HOW IT MIGHT AFFECT SUCH HOLDER IN ITS PARTICULAR CIRCUMSTANCE.

Future Legislation and Regulatory Changes Affecting Holders of Notes

Future legislation, regulations, rulings or other authority could affect the U.S. federal income tax treatment of the Issuer and holders of Notes. The Issuer cannot predict whether and to what extent any such legislative or administrative changes could change the tax consequences to the Issuer and to the holders of Notes. Prospective investors should consult their tax advisors regarding possible legislative and administrative changes and their effect on the U.S. federal tax treatment of the Issuer and their investment in the Notes.

CAYMAN ISLANDS TAX AND DATA PROTECTION CONSIDERATIONS

Cayman Islands Tax Considerations

The following is a discussion of certain Cayman Islands tax consequences of an investment in the Notes. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider your particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Under existing Cayman Islands laws:

(i) payments of interest, principal and other amounts on the Notes will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of interest and principal and other amounts on the Notes or a distribution to any holder of the Notes, nor will gains derived from the disposal of the Notes be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax;

(ii) no stamp duty is payable in respect of the issue of the Notes although duty may be payable in certain circumstances if the Notes are executed in or brought into the Cayman Islands; and

(iii) certificates evidencing the Notes, in registered form, to which title is not transferable by delivery, should not attract Cayman Islands stamp duty. However, an instrument transferring title to a security, if brought to or executed in the Cayman Islands, would be subject to Cayman Islands stamp duty.

The SPC is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands and, as such, has obtained an undertaking from the Financial Secretary of the Cayman Islands in substantially the following form:

“The Tax Concessions Law”
Undertaking As To Tax Concessions

In accordance with The Tax Concession Law the following undertaking is hereby given to:

Corda SPC the “Company”

(a) that no law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

(b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

(i) on or in respect of the shares, debentures or other obligations of the Company; or

(ii) by way of the withholding in whole or part, of any relevant payment as defined in the Tax Concessions Law.

These concessions shall be for a period of THIRTY (30) years from the 8^th day of June 2026.

CLERK OF THE CABINET

The Cayman Islands does not have an income tax treaty arrangement with the United States; however, the Cayman Islands has entered into a tax information exchange agreement with the United States, the United Kingdom and various other countries.

FATCA imposes a withholding tax of 30% on certain payments made to the Issuer, unless the Issuer complies with the Cayman Islands Tax Information Authority Act (as amended) together with the implementing legislation, rules, regulations and guidance notes made pursuant to such law (together, the “Cayman FATCA Legislation”) that, among other things, implements the intergovernmental agreement between the United States and the Cayman Islands (the “Cayman IGA”). Each owner of an interest in Notes will be required to provide the Issuer and/or its agents with information necessary to comply with the Cayman IGA and the Cayman FATCA Legislation.

The Cayman Islands has signed, along with a substantial number of other countries, a multilateral competent authority agreement to implement the OECD Standard for Automatic Exchange of Financial Account Information – Common Reporting Standard (together with any implementing legislation, regulations or other guidance notes, the “CRS” ). The Cayman Islands Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations (as amended) which give effect to the CRS and form part of the Cayman FATCA Legislation, require “Cayman Reporting Financial Institutions” to identify, and report information in respect of, specified persons in the jurisdictions which sign and implement the CRS. The Cayman Islands government may enter into additional agreements with other countries in the future, and additional countries may adopt the CRS, which will likely further increase the reporting obligations of the Issuer.

THE PRECEDING DISCUSSION IS ONLY A SUMMARY OF CERTAIN OF THE TAX IMPLICATIONS OF AN INVESTMENT IN THE NOTES. PROSPECTIVE INVESTORS ARE URGED TO CONSULT WITH THEIR TAX ADVISERS PRIOR TO INVESTING TO DETERMINE THE TAX IMPLICATIONS OF SUCH INVESTMENT, BOTH GENERALLY AND IN LIGHT OF THEIR OWN CIRCUMSTANCES.

PLAN OF DISTRIBUTION

Each Series of Notes may be offered and sold as specified in the applicable Pricing Supplement, which may include: (i) as a direct issuance to one or more purchasers acting pursuant to a purchase agreement with the Issuer, or (ii) as otherwise specified in the applicable Pricing Supplement.

The Notes of any Series will be offered from time to time for sale to investors in one or more negotiated transactions at varying prices to be determined in each case at the time of sale. In the case of Open-Term Notes, the Notes may be offered on an ongoing and continuous basis, subject to the Issuer’s right to pause or suspend issuance at any time in its sole discretion.

The offering of the Notes has not been and will not be registered under the Securities Act and may not be offered or sold in non-offshore transactions except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No action has been taken or is being contemplated by the Issuer that would permit a public offering of the Notes or possession or distribution of this Base Offering Memorandum, any Pricing Supplement or any amendment thereof, or supplement thereto or any other offering material relating to the Notes in any jurisdiction where, or in any other circumstances in which, action for those purposes is required. No offers, sales or deliveries of any Notes, or distribution of this Base Offering Memorandum, any Pricing Supplement or any other offering material relating to the Notes, may be made in or from any jurisdiction except in circumstances that will result in compliance with any applicable laws and regulations and will not impose any obligations on the Issuer. Because of the restrictions contained in the front of this Base Offering Memorandum, you are advised to consult legal counsel prior to making any offer, resale, pledge or other transfer of the Notes.

By purchasing any Notes, the respective purchaser will agree that it will sell Notes only to non-U.S. persons outside the United States in reliance on Regulation S.

All issuances or purchases of Notes, are subject to the successful completion by the investor of the Issuer’s KYC and AML procedures and the acknowledgement of required regulatory warnings. See “The Program” herein for a description of the applicable eligibility and onboarding requirements.

U.S. re-offers or resales of Notes originally offered in offshore transactions in reliance on Regulation S under the Securities Act may be effected only in accordance with the transfer restrictions described herein. As used in this paragraph, the terms “United States” and “U.S.” have the meanings given to them by Regulation S. In addition, until the expiration of 40 days after the later of the applicable Issue Date and the commencement of the offering of the Notes of such Series, a re-offer or resale of any Note originally sold pursuant to Regulation S to, or for the account or benefit of, a U.S. person by a dealer or person receiving a concession, fee or remuneration in respect of the Notes (whether or not they participated in the offering) may violate the registration requirements of the Securities Act, unless such offer and sale is made in compliance with an exemption from such registration requirements.

By purchasing any Notes, the respective purchaser will (i) agree that such purchaser is not acquiring the Notes with view to immediate resale or distribution to U.S. persons and (ii) covenant to comply with the applicable distribution compliance period as set forth in the Pricing Supplement, and (iii) acknowledge that any resale to U.S. persons requires an available exemption from registration under the Securities Act.

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands to subscribe for the Notes and this document may not be issued or passed to any such person.

The Notes are offered when, as and if issued, subject to prior sale or withdrawal, cancellation or modification of the offer without notice and subject to approval of certain legal matters by counsel and certain other conditions.

The Notes are a new issue of securities for which there is currently no market. Neither the Issuer nor any of its affiliates is under any obligation to make a market in any Series of Notes and any market making activity, if commenced, may be discontinued at any time. There can be no assurance that a secondary market for any Series of Notes will develop, or if one does develop, that it will continue. Accordingly, no assurance can be given as to the liquidity of or trading market for the Notes.

In connection with the offering of the Notes, a broker may, to the extent permitted by applicable law, effect transactions that stabilize or maintain the market price of the Notes at a level which might not otherwise prevail in the open market. There is no assurance that any such broker will undertake stabilization action and the stabilizing, if commenced, may be discontinued at any time.

Purchasers of the Notes may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the purchase price.

The Issuer has not authorized and does not authorize the making of any offer of Notes through any financial intermediary on its behalf, other than offers as contemplated in this Base Offering Memorandum and the applicable Pricing Supplement. Accordingly, no purchaser of the Notes is authorized to make any further offer of the Notes on behalf of the Issuer.

Each person who acquires Notes on the secondary market will be deemed, by such acquisition, to have represented that it has read this Base Offering Memorandum and the applicable Pricing Supplement, that it understands the risks set out herein, and that it satisfies the applicable eligibility requirements and transfer restrictions set forth herein.

Notice to Prospective Investors in the European Economic Area

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any EEA Retail Investor in the European Economic Area (the “EEA”). For these purposes, an “EEA Retail Investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (known as the Insurance Distribution Directive) as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”).

Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to EEA Retail Investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any EEA Retail Investor in the EEA may be unlawful under the EU PRIIPs Regulation.

This Base Offering Memorandum is not a prospectus for the purposes of the EU Prospectus Regulation.

For the avoidance of doubt, and subject to the restrictions above on offers to EEA Retail Investors, the Notes may be offered and sold in any member state of the EEA to qualified investors (as defined in Article 2(e) of the EU Prospectus Regulation) in reliance on the exemption from the requirement to publish a prospectus under Article 1(4)(a) of the EU Prospectus Regulation. Any such offer will be made only to qualified investors and will be subject to any applicable national private-placement, marketing and conduct requirements of the relevant member state.

Notice to Prospective Investors in the United Kingdom

The Notes must not be offered or sold and this Base Offering Memorandum and any other document in connection with the offering and issuance of the Notes must not be communicated or caused to be communicated in the United Kingdom (the “UK”) except to persons who (1) have professional experience in matters relating to investments and qualify as investment professionals under Article 19 (Investment Professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), or (2) are persons falling within Article 49(2)(a)-(d) (high net worth companies, unincorporated associations etc.) of the Order or who otherwise fall within an exemption set forth in such Order such that Section 21(1) of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) does not apply to the Issuer, or (3) are persons to whom this Base Offering Memorandum or any other such document may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity in the UK to which this Base Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. Neither this Base Offering Memorandum nor the Notes are or will be available in the UK to persons who are not relevant persons and this Base Offering Memorandum must not be acted on or relied on by persons in the UK who are not relevant persons. The communication of this Base Offering Memorandum to any person in the UK who is not a relevant person is unauthorized and may contravene the FSMA.

The Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the UK. For these purposes, a “retail investor” means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”). Consequently no summary document required by the Consumer Composite Investments (Designated Activities) Regulations 2024 (the “CCI Regulations”), or the product disclosure rules made by the Financial Conduct Authority thereunder, for offering or selling the Notes or otherwise making them available to retail investors in the UK has been or will be prepared, and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the CCI Regulations.

This Base Offering Memorandum is not a prospectus for purposes of the Public Offers and Admissions to Trading Regulations 2024, nor is it a summary document for the purposes of the CCI Regulations.

Notice to Prospective Investors in France

Neither this Base Offering Memorandum, any Pricing Supplement nor any other offering material relating to the Notes has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The Notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this Base Offering Memorandum, any Pricing Supplement nor any other offering material relating to the Notes has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or
• used in connection with any offer for subscription or sale of the Notes to the public in France.
• Such offers, sales and distributions will be made in France only:
• to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account; or
• to investment services providers authorized to engage in portfolio management on behalf of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers); all as defined in, and in accordance with, articles L.411-2, D.411-1, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier; or
• to the extent that, in accordance with article L.411-2 of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, any such offer, sale or distribution does not constitute or trigger an offer to the public (offre au public).

The Notes may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Italy

No application has been or will be made by any person to obtain an authorization from Commissione Nazionale per le Società e la Borsa (“CONSOB”) for the public offering (“offerta al pubblico”) of the Notes in the Republic of Italy. Accordingly, no Notes may be offered, sold or delivered, nor may copies of this Base Offering Memorandum, any Pricing Supplement or of any other document relating to the Notes be distributed in the Republic of Italy, except:

(i) to qualified investors (“investitori qualificati”), as defined pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and Article 34-ter, first paragraph, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (“Regulation No. 11971”); or

(ii) in any other circumstances where an express exemption from compliance with the rules relating to public offers of financial products (“offerta al pubblico di prodotti finanziari”) provided for by the Financial Services Act and the relevant implementing regulations (including Regulation No. 11971) applies.

Any offer, sale or delivery of the Notes or distribution of copies of this Base Offering Memorandum, the applicable Pricing Supplement or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be made:

(a) only by banks, investment firms (“imprese di investimento”) or financial institutions enrolled in the register provided for under article 106 of Italian Legislative Decree No. 385 of 1 September, 1993, as subsequently amended from time to time (the “Italian Banking Act”), in each case to the extent duly authorized to engage in the placement and/or underwriting (“sottoscrizione e/o collocamento”) of financial instruments (“strumenti finanziari”) in Italy in accordance with the Italian Banking Act, the Financial Services Act and the relevant implementing regulations; and

(b) only to qualified investors (“investitori qualificati”) as set out above;

(c) in accordance with all applicable Italian laws and regulations, including all relevant Italian securities and tax laws and regulations and any limitations as may be imposed from time to time by CONSOB or the Bank of Italy.

Notice to Prospective Investors in Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, as amended (the “FIEL”), and disclosure under the FIEL has not been and will not be made with respect to the Notes. Accordingly, each Authorized Participant has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan (which term as used in this Base Offering Memorandum means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and other relevant laws, regulations and ministerial guidelines of Japan.

Japanese Retention Requirement

The Japanese Financial Services Agency (“JFSA”) published a risk retention rule as part of the regulatory capital regulation of certain categories of Japanese investors seeking to invest in securitization transactions (the “JRR Rule”). The JRR Rule mandates an “indirect” compliance requirement, meaning that certain categories of Japanese investors will be required to apply higher risk weighting to securitization exposures they hold unless the relevant originator commits to hold a retention interest in the securities issued in the securitization transaction equal to at least 5% of the exposure of the total underlying assets in the securitization transaction (the “Japanese Retention Requirement”), or such investors determine that the underlying assets were not “inappropriately originated.” In the absence of such a determination by such investors that such underlying assets were not “inappropriately originated,” the Japanese Retention Requirement would apply to an investment by such investors in such securities.

No party to the transaction described in this Base Offering Memorandum has committed to hold a risk retention interest in compliance with the Japanese Retention Requirement, and the Issuer makes no representation as to whether the transaction described in this Base Offering Memorandum would otherwise comply with the JRR Rule.

Notice to Prospective Investors in the Cayman Islands

No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands to subscribe for the Notes and this document may not be issued or passed to any such person.

Notice to Prospective Investors in Switzerland

The Notes are not intended to be offered to the public in the sense of Art. 3 para. 1 lit. h of the Swiss Financial Services Act (“FinSA”) in Switzerland. The Notes are only offered to a limited group of persons. This Base Offering Memorandum does not constitute a prospectus pursuant to Art. 35 et seq. FinSA, and no application has been or will be made to admit the Notes to trading on any trading venue in Switzerland. The Notes are intended to be offered in Switzerland only to professional clients in the sense of Art. 4 para. 3 FinSA and institutional clients in the sense of Art. 4 para. 4 FinSA, or pursuant to another available exemption from a public offering under Swiss law.

Notice to Prospective Investors in Singapore

This Base Offering Memorandum has not been registered as a prospectus with the MAS. Accordingly, the Notes may not be offered or sold, nor may this Base Offering Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in section 4A of the SFA) under section 274 of the SFA, (ii) to a relevant person (as defined in section 275(2) of the SFA) pursuant to section 275(1), or to any person pursuant to section 275(1A), and in accordance with the conditions specified in section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the Notes are subscribed or purchased under section 275 of the SFA by a relevant person which is a corporation or trust of the kind described in section 275(2) of the SFA, the transfer restrictions in section 276 of the SFA (including the six-month restriction) will apply.

Notice to Prospective Investors in Hong Kong

The Notes have not been and will not be offered or sold in Hong Kong by means of any document other than (i) to “professional investors” as defined in the SFO and any rules made thereunder, or (ii) in other circumstances which do not result in this Base Offering Memorandum being a “prospectus” as defined in the C(WUMP)O or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No person may issue, or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO. No transfer of the Notes to a person in Hong Kong will be recognised by the Issuer unless the transferee has been verified as a professional investor or other exempt offeree and the transfer does not constitute an offer to the public in Hong Kong.

Notice to Prospective Investors in Luxembourg

The Notes may not be offered or sold to the public in the Grand Duchy of Luxembourg except in circumstances that do not require the publication of a prospectus under the EU Prospectus Regulation and the Luxembourg law of 16 July 2019 on prospectuses for securities. Offers will be made only to qualified investors within the meaning of the EU Prospectus Regulation, or where the total consideration payable by an investor, or the minimum denomination of the Notes, is at least EUR 100,000, or otherwise in circumstances not constituting an offer of securities to the public requiring a prospectus. The Notes constitute financial instruments and, by virtue of Article 2(4)(a) of Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCAR”), MiCAR does not apply to the Notes.

Notice to Prospective Investors in the Abu Dhabi Global Market (ADGM)

The Notes are being offered in the ADGM by way of an Exempt Offer under FSRA MKT Rule 4.3.1, to Professional Clients under MKT Rule 4.3.1(1). No offer is being made to Retail Clients in the ADGM. The mandatory ADGM Exempt Offer statement set out in the front-matter Notice to Residents of the ADGM (FSRA MKT Rule 4.3.4) applies to this offer and must appear on the front page of the ADGM Exempt Offer document. No transfer of the Notes will be recognised in the ADGM unless the transferee has been verified as a Professional Client or other exempt offeree.

Notice to Prospective Investors in the Dubai International Financial Centre (DIFC)

The Notes are being offered in the DIFC only in reliance on one or more exemptions under DFSA MKT Rule 2.3.1, including offers to Professional Clients (other than natural persons) under MKT Rule 2.3.1(a) and, where applicable, offers where the total consideration payable by a person is at least US$100,000 under MKT Rule 2.3.1(c) or where the Notes are denominated in amounts of at least US$100,000 under MKT Rule 2.3.1(d). A natural-person Professional Client may not rely on MKT Rule 2.3.1(a) and may be offered the Notes only under the US$100,000 minimum-consideration or minimum-denomination route. No offer is being made to Retail Clients in the DIFC. This document is not a DFSA-approved Prospectus and has not been reviewed or approved by the DFSA.

TRANSFER RESTRICTIONS

Because of the following restrictions, each prospective investor is advised to consult legal counsel prior to making any offer, resale, or transfer of the Notes.

The Notes have not been registered under the Securities Act or any state securities or “blue sky” laws or the securities laws of any other jurisdiction and, accordingly, may not be reoffered, resold, pledged or otherwise transferred except in accordance with the restrictions described herein and set forth in the Notes.

Ledger-Based Securities

Each purchaser of Notes (including transferees) (each, a “Purchaser”) who becomes a beneficial owner of a Note will be deemed to have represented and agreed as follows on its own behalf and on behalf of each account for which it is acting on the applicable Issue Date:

(i) it is not a “U.S. person” as defined in Regulation S and is acquiring the Notes in an offshore transaction (as defined in Regulation S) in reliance on the exemption from registration under the Securities Act provided by Regulation S for its own account or an account owned exclusively by non-“U.S. persons”.

(ii) In connection with its purchase of such Notes (A) none of the Transaction Parties or any of their respective Affiliates is acting as a fiduciary or financial or investment advisor for it; (B) it is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Transaction Parties or any of their respective Affiliates and it has read and understands the Base Offering Memorandum and the applicable Pricing Supplement and has requested and been given all information it and its advisers deem necessary to make an investment decision to purchase the Notes; (C) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary and has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Notes) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the Transaction Parties or any of their respective Affiliates; (D) it (and each account for which it is acting) will hold at least the Minimum Denomination of such Notes; (E) it is a sophisticated investor and is purchasing such Notes with a full understanding of all of the terms, conditions and risks thereof, and is capable of assuming and willing to assume those risks; and (F) if it is not a “United States person” (as defined in Section 7701(a)(30) of the Code), it is not acquiring any Notes as part of a plan to reduce, avoid or evade U.S. federal income tax.

(iii) It understands that such Notes are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, such Notes have not been and will not be registered under the Securities Act, and, if in the future it decides to offer, resell, pledge or otherwise transfer such Notes, such Notes may be offered, resold, pledged or otherwise transferred only in accordance with the provisions of the Notes and the restrictions set forth herein. It acknowledges that no representation has been made as to the availability of any exemption under the Securities Act or any state securities laws for resale of such Notes. It understands that the Issuer has not been registered under the Investment Company Act in reliance on an exemption from registration thereunder.

(iv) It will provide notice to each person to whom it proposes to transfer any interest in the Notes of the transfer restrictions and representations set forth in the Notes, including the exhibits referenced therein.

(v) It agrees for the benefit of all beneficial owners and Holders of each Series of Notes, that it shall not institute against, or join any other person in instituting against, the SPC, Issuer or any Portfolio any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, United States federal or state bankruptcy law or similar laws of any jurisdiction. This agreement will constitute a “Bankruptcy Subordination Agreement” within the meaning of Section 510(a) of the U.S. Bankruptcy Code. The foregoing restrictions are a material inducement for each Holder and beneficial owner of the Notes to acquire such Notes and for the Issuer to issue the Notes and enter into the other applicable Transaction Documents and are an essential term of the Notes. Any Holder or beneficial owner of such Notes, the Fund Administrator, any Blocker Subsidiary or the Issuer may seek and obtain specific performance of such restrictions (including injunctive relief), including, without limitation, in any bankruptcy, winding up, reorganization, arrangement, insolvency, moratorium or liquidation proceedings, or other proceedings under Cayman Islands law, U.S. federal or state bankruptcy law or similar laws of any jurisdiction.

(vi) It acknowledges and agrees that (A) the Notes are Ledger-Based Securities registered on a Securities Ledger and that any transfer of Notes is subject to the rules of the Securities Ledger, (B) any transfer of Notes requires the transfer of the securities via the Securities Ledger, and any transfer of the entitlement to the Notes other than by a transfer via the Securities Ledger is prohibited, (C) the smart contract governing the Securities Ledger may block interactions with addresses that have been flagged as sanctioned in accordance with applicable Sanctions Regulations, and (D) it has received, reviewed, and accepted the terms of the Notes.

(vii) It will provide the Issuer or its agents with any correct, complete and accurate information and documentation that may be required for the Issuer to comply with FATCA, the Cayman FATCA Legislation, and the CRS and to prevent the imposition of U.S. federal withholding tax under FATCA, or the Cayman FATCA Legislation on payments to or for the benefit of the Issuer. In the event the Purchaser fails to provide such information or documentation for the purposes of FATCA, or to the extent that its ownership of Notes would otherwise cause the Issuer to be subject to any tax, fine or penalty under FATCA, (A) the Issuer (and any agent acting on its behalf) is authorized to withhold amounts otherwise distributable to the Purchaser as compensation for any tax, fine or penalty imposed under FATCA as a result of such failure or the Purchaser’s ownership, and (B) to the extent necessary to avoid an adverse effect on the Issuer as a result of such failure or the Purchaser’s ownership, the Issuer will have the right to compel the Purchaser to sell its Notes and, if the Purchaser does not sell its Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Notes at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account any taxes incurred by the Issuer in connection with such sale) to the Purchaser as payment in full for such Notes. The Issuer may also assign any such Notes a separate securities identifier in the Issuer’s sole discretion. Each Purchaser agrees that the Issuer and its agents may (1) provide any information and documentation concerning its investment in its Notes to the Cayman Islands Tax Information Authority, the U.S. Internal Revenue Service and any other relevant tax authority and (2) take such other steps as they deem necessary or helpful.

(viii) If the Purchaser owns more than 50% of a Series of Notes by value or if such Purchaser is otherwise treated as a member of the Issuer’s “expanded affiliated group” (as defined in Treasury regulations section 1.1471-5(i) (or any successor provision)), the Purchaser represents that it will (A) confirm that any member of such expanded affiliated group (assuming that each of the Issuer is a “registered deemed-compliant FFI” within the meaning of Treasury regulations section 1.1471-1(b)(111) (or any successor provision)) that is treated as a “foreign financial institution” within the meaning of Section 1471(d)(4) of the Code and any Treasury regulations promulgated thereunder is either a “participating FFI”, a “deemed-compliant FFI” or an “exempt beneficial owner” within the meaning of Treasury regulations section 1.1471-4(e) (or any successor provision), and (B) promptly notify the Issuer in the event that any member of such expanded affiliated group that is treated as a “foreign financial institution” within the meaning of Section 1471(d)(4) of the Code and any Treasury regulations promulgated thereunder is not either a “participating FFI”, a “deemed-compliant FFI” or an “exempt beneficial owner” within the meaning of Treasury regulations section 1.1471-4(e) (or any successor provision), in each case except to the extent that the Issuer or its agents have provided the Purchaser with an express waiver of this requirement.

(ix) It agrees to provide the Issuer, or its agents, (A) any information as is necessary (in the sole determination of the Issuer) for the Issuer, or its agents, to comply with U.S. tax information reporting requirements relating to its adjusted basis in its Notes and (B) any additional information that the Issuer or its agents request in connection with any Form 1099 reporting requirements, and to update any such information provided in clause (A) or (B) promptly upon learning that any such information previously provided has become obsolete or incorrect or is otherwise required. It acknowledges that the Issuer, the Fund Administrator or their respective agents may provide such information and any other information concerning its investment in the Notes to the IRS.

(x) Each Holder will provide the Issuer or its agents with such information and documentation that may be required for the Issuer to achieve compliance with the Cayman Islands Anti-Money Laundering Regulations (as amended) (together with the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands (or equivalent legislation and guidance, as applicable) and each as amended and revised from time to time) (“AML Compliance”) and shall update or replace such information or documentation, as may be necessary (the “Holder AML Obligations”). If a Holder of Notes fails for any reason to (i) comply with the Holder AML Obligations (ii) such information or documentation is not accurate or complete, or (iii) the Issuer otherwise reasonably determines that such Holder’s acquisition, holding or transfer of an interest in any Notes would cause the Issuer to be unable to achieve AML Compliance, the Issuer (or any intermediary on the Issuer’s behalf) shall have the right to (x) freeze or restrict the transfer of such Notes or (y) reject, suspend or decline to process any redemption order submitted by such Noteholder.

(xi) Each Holder represents and warrants that all personal data provided to the Issuer or its delegates (including, without limitation, the Tokenizer) by or on behalf of the Holder has been and will be provided in accordance with applicable laws and regulations, including, without limitation, those relating to privacy or the use of personal data. The Holder shall ensure that any personal data that the Holder provides to the Issuer or its delegates (including, without limitation, the Administrator) is accurate and up to date, and the Purchaser shall promptly notify the Issuer if the Purchaser becomes aware that any such data is no longer accurate or up to date.

(xii) The Holder acknowledges that the Issuer and/or its delegates may transfer and/or process personal data provided by the Holder outside of the Cayman Islands and the Purchaser hereby consents to such transfer and/or processing and further represents that it is duly authorized to provide this consent on behalf of any individual whose personal data is provided by the Holder.

(xiii) Each Holder acknowledges receipt of the Issuer’s privacy notice (which is set out in this Base Offering Memorandum or the applicable Pricing Supplement and provides information on the Issuer’s use of personal data in accordance with the Cayman Islands Data Protection Act (as amended) and, in respect of any EU data subjects, the EU General Data Protection Regulation) and, if applicable, agrees to promptly provide the privacy notice (or any updated version thereof as may be provided from time to time) to each individual (such as any individual directors, shareholders, beneficial owners, authorized signatories, trustees or others) whose personal data it provides to the Issuer or any of its affiliates or delegates.

(xiv) It is not a member of the public in the Cayman Islands.

(xv) It acknowledges that the SPC is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands (“Segregated Portfolio Company”) and that:

1. under the Companies Act (as amended) of the Cayman Islands:

1. the assets of a segregated portfolio of a Segregated Portfolio Company shall only be available and used to meet liabilities to the creditors of such Segregated Portfolio Company and holders of segregated portfolio shares who are creditors or holders of segregated portfolio shares in respect of such segregated portfolio and who shall thereby be entitled to have recourse to the Segregated Portfolio Assets attributable to such segregated portfolio for such purposes;
2. the assets of a segregated portfolio of a Segregated Portfolio Company shall not be available or used to meet liabilities to, and shall be absolutely protected from, the creditors of such Segregated Portfolio Company and holders of segregated portfolio shares who are not creditors or holders of segregated portfolio shares in respect of such segregated portfolio, and who accordingly shall not be entitled to have recourse to the Segregated Portfolio Assets attributable to that segregated portfolio; and

2. where the Issuer is liable to a Holder under or in connection with the Notes such liability shall extend only to, and such party shall, in respect of such liability, be entitled to have recourse only to the Segregated Portfolio Assets of the Portfolio relating to such Notes and such liability shall not extend to, and such Holder shall not have recourse to the Segregated Portfolio Assets attributable to any other Portfolio of the SPC or to the general assets of the SPC.

“Segregated Portfolio Assets” means the assets of a Segregated Portfolio Company that are held within or on behalf of or otherwise attributable to a segregated portfolio of such Segregated Portfolio Company.

This paragraph is without prejudice to the below representations and agreements.

(xvi) It acknowledges and agrees that the only assets of the Issuer or the SPC available to meet their respective claims (whether held for themselves or as trustee) against the Issuer under or in respect of the Notes will be the Segregated Portfolio Assets of the Portfolio relating to the Notes. Any claim remaining unsatisfied after the realization of the Segregated Portfolio Assets of such Portfolio and the application of the proceeds thereof shall be extinguished and thereafter they shall have no further claim against the Issuer or the SPC.

(xvii) It acknowledges and agrees that the rights, liabilities and obligations of the Issuer and the Notes are deemed to be rights, liabilities and obligations of the Portfolio relating to the Notes with respect to the Issuer and not rights, liabilities and obligations of the SPC acting in its own name or on its own account or in the name of or for the account of any other Portfolio of the SPC.

(xviii) It acknowledges and agrees that it will not take any action to commence any case, proceedings, proposal or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, restructuring, reorganization, arrangement in the name of insolvency proceedings, adjustment, winding-up, liquidation, dissolution, composition or other relief (including, without limitation, any application for a receivership order) with respect to the SPC, the Issuer, the Portfolio relating to the Notes or any other Portfolio of the SPC or the debts or other liabilities of the SPC, the Issuer, or any Portfolio of the SPC or otherwise seek the appointment of or taking possession by a receiver, liquidator (including provisional liquidator), restructuring officer (or interim restructuring officer) assignee, trustee, sequestrator, administrator, administrative receiver, conservator or other similar official of the SPC, the Issuer, any Portfolio of the SPC or the assets of any of them.

(xix) It acknowledges and agrees that it shall not to seek before any court or governmental agency to have any shareholder (or any employee of any shareholder), director or officer of the SPC held liable for any actions or inactions of the Issuer or the SPC or any obligations of or claims against the Issuer under or in connection with the Notes, or any transaction documents, it being expressly agreed and understood that the obligations of the Issuer are corporate obligations of the Issuer only.

(xx) It understands that the foregoing representations and agreements will be relied upon by the Issuer, the other transaction parties and their respective counsel, and it hereby consents to such reliance.

(xxi) If the Purchaser is not exempt from registering with the FRB and is not registered with the FRB on or prior to the date of purchase of a beneficial interest in such Notes, the Purchaser will, within the required time period, satisfy any applicable registration or other requirements of the FRB in connection with its acquisition of such beneficial interest.

Legends

The terms and conditions of the Notes will contain restrictions substantially to the following effect unless the Issuer determines otherwise in compliance with applicable law:

THIS SECURITY IS SUBJECT TO THE TERMS AND CONDITIONS OF THE NOTE REFERENCED BELOW. THIS SECURITY IS A LEDGER-BASED SECURITY REGISTERED ON A SECURITIES LEDGER AND MAY BE TRANSFERRED ONLY VIA THE SECURITIES LEDGER IN ACCORDANCE WITH THE INDENTURE. THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS SECURITY AND INTERESTS HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO BELOW, (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (C) IN A MINIMUM DENOMINATION FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT. ANY TRANSFER OF THIS SECURITY OTHER THAN VIA THE SECURITIES LEDGER IS PROHIBITED. THE SMART CONTRACT GOVERNING THE SECURITIES LEDGER MAY BLOCK INTERACTIONS WITH ADDRESSES FLAGGED AS SANCTIONED IN ACCORDANCE WITH APPLICABLE SANCTIONS REGULATIONS. EACH PURCHASER OF THIS SECURITY WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE NOTE, OR, IF REQUIRED UNDER THE NOTE, MUST DELIVER A TRANSFER CERTIFICATE IN THE FORM PROVIDED THEREIN. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE.

Non-Permitted Holders

Any transfer of a beneficial interest in any Note to a Non-Permitted Holder will be null and void and any such purported transfer of which the Issuer has notice may be disregarded by the Issuer for all purposes.

United Kingdom

No transfer of the Notes may be made to a person in the United Kingdom unless that person is, or is reasonably believed by the transferor and the Issuer to be, a UK Relevant Person (as defined below) or another person to whom the Notes may lawfully be transferred without contravention of the Financial Services and Markets Act 2000 (the “FSMA”), the Public Offers and Admissions to Trading Regulations 2024, the Consumer Composite Investments (Designated Activities) Regulations 2024, or any other applicable law or regulation of the United Kingdom. The Issuer may require evidence of status before recognising any transfer or redemption. A “UK Relevant Person” means a person in the United Kingdom who is both (i) a professional client or eligible counterparty (as defined in the rules of the UK Financial Conduct Authority) and (ii) a person falling within an exemption to the restriction on financial promotions in section 21 of the FSMA as set out in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, including investment professionals (Article 19), certified high net worth individuals (Article 48), high net worth companies and unincorporated associations (Article 49), certified sophisticated investors (Article 50), self-certified sophisticated investors (Article 50A) and associations of high net worth or sophisticated investors (Article 51).

Switzerland

The Notes may not be transferred in Switzerland by the initial or subsequent holders of the Note to a transferee, unless that transferee has been verified as a professional client in the sense of Art. 4 para. 3 of the Swiss Financial Services Act (“FinSA”), an institutional client in the sense of Art. 4 para. 4 FinSA, or another exemption from the obligation to publish a prospectus according to Art. 36 and 37 FinSA applies, or the transfer is otherwise not deemed to be a public offer in the sense of Art. 3 para. 1 lit. g FinSA.

Singapore

No transfer of the Notes may be made to a person in Singapore unless the transferee is an institutional investor (section 274 of the SFA), a relevant person or accredited investor (section 275 of the SFA), a person acquiring the Notes at a consideration of not less than S$200,000 per transaction (section 275(1A) of the SFA), or another person to whom the Notes may lawfully be transferred under the SFA, and any applicable transfer restriction under section 276 of the SFA (including the six-month restriction applicable to certain corporations and trusts) is observed. The Issuer may require evidence of status before recognising any transfer or redemption.

Hong Kong

No transfer of the Notes may be made to a person in Hong Kong unless the transferee has been verified as a “professional investor” within the meaning of the SFO and any rules made thereunder, or the transfer is otherwise made in circumstances which do not constitute an offer to the public in Hong Kong and do not require authorisation, registration or licensing under applicable Hong Kong law. The Issuer may require evidence of status before recognising any transfer or redemption.

Luxembourg

No transfer of the Notes may be made to a person in Luxembourg unless the transferee is a qualified investor within the meaning of the EU Prospectus Regulation, or the transfer is otherwise not an offer of securities to the public requiring the publication of a prospectus in Luxembourg. The Issuer may require evidence of status before recognising any transfer or redemption.

Abu Dhabi Global Market (ADGM)

No transfer of the Notes may be made to a person in the ADGM unless the transferee has been verified as a Professional Client or Market Counterparty as defined by the FSRA, or the transfer is otherwise lawful under ADGM rules. The Issuer may require evidence of status before recognising any transfer or redemption.

Dubai International Financial Centre (DIFC)

No transfer of the Notes may be made to a person in the DIFC unless the transferee has been verified as a Professional Client as defined by the DFSA, or the transfer is otherwise lawful under DIFC / DFSA rules. The Issuer may require evidence of status before recognising any transfer or redemption.

ANNEX A – FORM OF PRICING SUPPLEMENT

PRICING SUPPLEMENT NO. [●] DATED [●]

(To Base Offering Memorandum dated [●])

Corda SPC on behalf of and for the account of its segregated portfolio [●]

This Pricing Supplement (this “Pricing Supplement”) relates to the offer and sale of the Notes described herein pursuant to the Base Offering Memorandum dated [●] (the “Base Offering Memorandum”). This Pricing Supplement must be read in conjunction with the Base Offering Memorandum in order to obtain all relevant information. Capitalized terms used but not defined in this Pricing Supplement shall have the meanings given to them in the Base Offering Memorandum. The specific terms of the Notes offered hereby will be as set forth below and in the Base Offering Memorandum. If the terms described in this Pricing Supplement are inconsistent with those described in the Base Offering Memorandum, the terms in this Pricing Supplement shall control with respect to the Notes offered hereby.

THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE ISSUER DOES NOT INTEND TO REGISTER THEM. PRIOR TO FORTY (40) DAYS FROM THE DATE OF SALE, THE NOTES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH NOTES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, UNLESS THE NOTES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, YOU MAY RESELL SUCH NOTES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE NOTES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

PART A — CONTRACTUAL TERMS

1. Information Concerning the Notes

2. Tokenization and Distributed Ledger Technology

3. Information concerning the Underlying

4. Valuation and Observation

5. Payment and Redemption Terms

6. Modifications to Base Offering Memorandum

[Specify any modifications to the terms described in the Base Offering Memorandum applicable to this Series, or state “None.”]

PART B — OTHER INFORMATION

7. Listing and Admission to Trading

Listing: [The Notes will not be listed on any exchange.] [The Notes may be available for trading on [●] DLT trading facility or secondary market.]

8. Interests of Natural and Legal Persons Involved in the Offer

[Except for the service providers and other factors already disclosed in the Base Offering Memorandum, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.] [Specify if applicable.]

9. Selling Restrictions

The Notes are being offered and sold only to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

The Notes are not being offered or sold to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands.

[Additional Selling Restrictions: [●]]

10. Specific Risk Factors

[Specific risk factors specific to the Notes of the applicable Series, including, as applicable, risks relating to the Underlying, the Index Sponsor, the underlying issuer and guarantor, leverage, liquidity, autocall mechanics, and any other material risks not addressed in the Base Offering Memorandum.]

11. Post-Issuance Information

[The Issuer [intends / does not intend] to provide post-issuance information in relation to the Underlyings or the Notes.] [Specify as applicable.]

ANNEX B – PRIVACY NOTICE

PRIVACY NOTICE

The Company is a company created under the laws of the Cayman Islands.

The purpose of this document is to provide you with information on the Company’s use of your personal data in accordance with the Cayman Islands Data Protection Act (as amended) and, in respect of any EU data subjects, the EU General Data Protection Regulation (together, the “Data Protection Legislation”).

If you are an individual note holder, this will affect you directly. If you are an institutional note holder that provides us with personal data on individuals connected to you for any reason in relation to your investment with us, this will be relevant for those individuals and you should transmit this document to such individuals or otherwise advise them of its content.

Your personal data will be processed by the Company, and by persons engaged by the Company.  Under the Data Protection Legislation, you have rights, and the Company has obligations, with respect to your personal data. The purpose of this notice is to explain how and why the Company, and persons engaged by the Company, will use, store, share and otherwise process your personal data. This notice also sets out your rights under the Data Protection Legislation, and how you may exercise them.

Your personal data

By virtue of becoming a note holder (including the initial application and ongoing interactions with the note holder and persons engaged by the note holder) or by virtue of you otherwise providing us with personal information on individuals connected with you as a note holder (for example directors, trustees, employees, representatives, shareholders, note holders, clients, beneficial owners or agents), you will provide us with certain personal information which constitutes personal data within the meaning of the Data Protection Legislation.

We may also obtain personal data on you from other publicly accessible directories and sources. These may include websites; bankruptcy registers; tax authorities; governmental agencies and departments, and regulatory authorities, to whom we have regulatory obligations; credit reference agencies; sanctions screening databases; and fraud prevention and detection agencies and organizations, including law enforcement.

This includes information relating to you and/or any individuals connected with you as a note holder in the Company such as: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to your investment activity.

How the Company may use your personal data

The Company, as the data controller, may collect, store and use your personal data for purposes including the following.

The processing is necessary for the performance of a contract, including:

• administering or managing the Company;
• processing your application in the Company
• sending you statements relating to your investment;
• facilitating the continuation or termination of the contractual relationship between you and the Company; and
• facilitating the transfer of funds, and administering and facilitating any other transaction, between you and the Company.

The processing is necessary for compliance with applicable legal or regulatory obligations, including:

• undertaking investor due diligence including anti-money laundering and counter-terrorist financing checks, including verifying the identity and addresses of our investors (and, where applicable, their beneficial owners);
• sanctions screening and complying with applicable sanctions and embargo legislation;
• complying with requests from regulatory, governmental, tax and law enforcement authorities;
• surveillance and investigation activities;
• carrying out audit checks, and instructing our auditors;
• maintaining statutory registers; and
• preventing and detecting fraud.

In pursuance of our legitimate interests, or those of a third party to whom your personal data are disclosed, including:

• complying with a legal, tax, accounting or regulatory obligation to which we or the third party are subject;
• assessing and processing requests you make;
• sending updates, information and notices or otherwise corresponding with you in connection with your investment in the Company;
• investigating any complaints, or pursuing or defending any claims, proceedings or disputes;
• providing you with, and informing you about investment products and services;
• managing our risk and operations;
• complying with audit requirements;
• ensuring internal compliance with our policies and procedures;
• protecting the Company against fraud, breach of confidence or theft of proprietary materials;
• seeking professional advice, including legal advice;
• facilitating business asset transactions involving the Company or related entities;
• monitoring communications to/from us (where permitted by law); and
• protecting the security and integrity of our IT systems.

We will only process your personal data in pursuance of our legitimate interests where we have considered that the processing is necessary and, on balance, our legitimate interests are not overridden by your legitimate interests, rights or freedoms.

The Company continues to be a data controller even though it has engaged the [●] (the “Service Provider”) and other third parties to perform certain activities on the note holder’s behalf.

Sharing your personal data

We may share your personal data with our affiliates and delegates. In certain circumstances we may be legally obliged to share your personal data and other financial information with respect to your interest in the Company with relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities and other applicable regulatory authorities.

The Company’s affiliates and delegates may process your personal data on the Company’s behalf, including with our banks, accountants, auditors and lawyers which may be data controllers in their own right. The Company’s services providers, such as the Service Provider, are generally processors acting on the instructions of the Company. Additionally, a service provider may use your personal data where this is necessary for compliance with a legal obligation to which it is directly subject (for example, to comply with applicable law in the area of anti-money laundering and counter terrorist financing or where mandated by a court order or regulatory sanction). The service provider, in respect of this specific use of personal data, may be deemed to be acting as a data controller.

In exceptional circumstances, we will share your Personal Data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened) in any country or territory.

Sending your personal data internationally

Due to the international nature of our business, your personal data may be transferred to jurisdictions that do not offer equivalent protection of personal data as under the Data Protection Legislation. In such cases, we will process personal data or procure that it be processed in accordance with the requirements of the Data Protection Legislation, which may include having appropriate contractual undertakings in legal agreements with service providers who process personal data on our behalf.

Retention and deletion of your personal data

We will keep your personal data for as long as it is required by us. For example, we may require it for our legitimate business purposes, to perform our contractual obligations, or where law or regulation obliges us to. We will generally retain your personal data throughout the lifecycle of the investment you are involved in. Some personal data will be retained after your relationship with us ends. We expect to delete your personal data (at the latest) once there is no longer any legal or regulatory requirement or legitimate business purpose for retaining your personal data.

Automated decision-making

We will not take decisions producing legal effects concerning you, or otherwise significantly affecting you, based solely on automated processing of your personal data, unless we have considered the proposed processing in a particular case and concluded in writing that it meets the applicable requirements under the Data Protection Legislation.

Your rights

You have certain data protection rights, including the right to:

• be informed about the purposes for which your personal data are processed;
• access your personal data;
• stop direct marketing;
• restrict the processing of your personal data;
• have incomplete or inaccurate personal data corrected;
• ask us to stop processing your personal data;
• be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);
• complain to the Data Protection Ombudsman; and
• require us to delete your personal data in some limited circumstances.

Contact us

We are committed to processing your personal data lawfully and to respecting your data protection rights. Please contact us if you have any questions about this notice or the personal data we hold about you. Our contact details are: [●] marking your communication “Data Protection Enquiry”.