Summary of Key Facts for Invictus Stakeholders
During the past months, Invictus has been consulting with multiple law firms to determine the correct legal structure to meet the goals of the company. Our lawyers have encountered regulatory hurdles that require changes to how we had originally intended to structure that company. This includes both how Invictus shares can be offered to international investors and how Invictus can comply with emerging and unpredictable regulations associated with crypto-currencies and crypto-equities.
This has required extensive legal research by these law firms and taken much longer than one would ordinarily expect.
We are nearing completion of that work and will be releasing a detailed description of the resulting solution as soon as our lawyers have finished it.
In the mean time, I will state the requirements, principles and facts for which they have been asked to find that solution:Key Requirements
- Structure must be 100% compliant with all known regulations in the jurisdictions in which the company will operate.
- All prior agreements and promises must be honored in a way that is equally good or better.
- Since shortly after our founding, Mr. Li Xiaolai has held a subscription agreement that entitles him to buy 25% of our shares for a fixed price payable in increments spread out over the first year.
- Mr. Li also acquired an additional 1% from Charles Hoskinson in a separate purchase.
- This means that his total subscribed stake in Invictus is 26% of which he has completed payments on 21% as scheduled.
- His final payment for the last 5% is on hold pending completion of a restructuring forced by discovery of certain applicable U.S. regulations.
- His payments toward the original 21% have been held as notes until the regulatory requirements could be met that would allow us to issue the corresponding shares.
- Because of U.S. restrictions on to whom the shares can be sold, we were forced to interrupt the share release process to restructure the company as necessary to keep our promises.
- Hong Kong was selected as the place to rebuild the company so that all investors could receive their shares legally.
- All shareholders are to be treated equally and none, including Mr. Li and the American stakeholders have received their share certificates yet, pending resolution of all legal issues.
- American and Chinese Investors will own the Hong Kong company collectively which will in turn own 100% of the Virginia company plus other new assets to be announced.
- So shareholders will jointly own all the value associated with the current company including its brand, its digital assets, its intellectual property and trademarks.
- As part of this activity, a Hong Kong company holds all AGS donations in trust for the benefit of the community, not Invictus or its stakeholders, and accordingly these trust property will be maintained separate from Invictus' self-owned assets.
- Invictus still owns significant other digital assets (BTC, PTS, AGS, XTS, etc.) that it has earned by competing in the markets and the PTS mining / AGS donation activities.
- All investors of Invictus are to enjoy the full benefits of being a common stock holder in a Hong Kong company that
- Owns multiple other companies optimized to compete in diverse regulatory environments.
- Owns the original Virginia 3I company and all of its self-owned assets.
- Enjoys the benefits of expert management of those assets
- Owns a brand that is widely recognized as an industry leader - in fact, as the industry Founder.
- Has the knowledge and ability to invest in the development of new crypto-assets and capture ownership in them for the shareholders.
- Has the knowledge and ability and reputation to attract more partners and investors to accelerate the growth.
- From time to time, the board of directors may decide to pay distributions from the accumulation of these assets.
- The new Hong Kong company hopes to follow the traditional path of a start-up, attracting additional rounds of capital, vesting share option incentives to talents and perhaps going public when the time is right.
- A share option pool of the new Hong Kong company has been established to reserve significant portion of shares for the key talents to join Invictus, which might dilute pro rata all the existing shareholding as per customary commercial practice.
- Mr. Bo Shen is serving as CEO of the Hong Kong company and working behind the scenes to attract new leadership, talent, investors and partners.
- Any stakeholder that is not satisfied with the results of this restructuring will be offered the option of a refund in lieu of receiving the shares they were promised.
All of the above are statements of fact believed to be true as understood and intended by Invictus leadership within the limits of our background as engineers, not lawyers. They are what we have asked our legal team to achieve for the benefit of our stakeholders but remain subject to any unavoidable legal constraints.
A formal statement of how our intent is being implemented is being prepared by our legal team and will be released as soon as it is ready.