🚀 SECURITY TOKEN OFFERING (STO)

📋 OTCM PROTOCOL

Security Token Offering - Comprehensive Layer 2 Blockchain Infrastructure on Solana

📊 OFFERING SUMMARY

Item	Details
💰 Maximum Offering	$20,000,000 USD
📍 Minimum Investment	$5,000 USD
🪙 Total Token Supply	1,000,000,000 OTCM
💵 Token Price	$0.02 USD per token
📅 Regulation	Rule 506(c) of Regulation D
⚠️ Registration Status	NOT REGISTERED - Accredited Investors Only
📅 Date	November 20, 2025

🏗️ PLATFORM FEATURES

✨ Layer 2 Infrastructure:

🔐 SPL Token-2022 with Transfer Hook Extensions
🤖 Custom AMM with Full Token-2022 Support
📈 Bonding Curve Launch Mechanism
💎 Individual SMT Staking Pools
🏛️ DAO Governance System
💹 DEX Trading Engine (10,000+ TPS)
👥 Nearshore Development Team (15 Developers)

⚠️ CRITICAL WARNINGS

🚨 INVESTMENT RISKS - PLEASE READ CAREFULLY

THIS INVESTMENT IS NOT SUITABLE FOR MOST INVESTORS

This offering combines experimental blockchain technology with traditional securities in an untested regulatory framework.

You should ONLY invest if you:

✅ Qualify as an accredited investor under Rule 506(c)
✅ Can afford to lose your ENTIRE investment
✅ Have substantial experience with illiquid securities
✅ Understand complex blockchain technology
✅ Do NOT require current income
✅ Have consulted with qualified legal, tax, and investment advisors

💣 MAXIMUM LOSS WARNING

YOU MAY LOSE 100% OF YOUR INVESTMENT
There is NO guarantee of any return.

📑 TABLE OF CONTENTS

Section 1️⃣: Cautionary Statements

Forward-Looking Statements
Investment Suitability Warning
No Investment Advice Disclaimer

Section 2️⃣: Comprehensive Risk Disclosures

Total Loss of Investment
Extreme Illiquidity Risks
Regulatory and Legal Risks
Technology and Platform Risks
Market and Adoption Risks
SOL Treasury Concentration Risk
Operational and Management Risks
Token-Specific Risks
Empire Stock Transfer Dependency
Abandoned Securities Market Risks
Macroeconomic and Systemic Risks

Section 3️⃣: Executive Summary

Company Overview
Market Opportunity
Technology Platform
Revenue Model
Corporate Structure

Section 4️⃣: OTCM Protocol Layer-2 Platform

1:1 Minting Architecture
Custom AMM
Bonding Curve Mechanism
Staking Pools
DAO Governance
Utility Token
Issuer Infrastructure

Section 5️⃣: Revenue Model

Perpetual Transaction Fees
Fee Distribution
Business Characteristics
Scenario Analysis

Section 6️⃣: Platform Security

Core Architecture
Smart Contract Framework
Economic Attack Prevention
Operational Controls
Audit Infrastructure

Section 7️⃣: Corporate Structure & Compliance

Public Company Framework
Technology Solution
SOL Treasury Initiative
Investment Structure

Section 8️⃣: Market Opportunity

Market Convergence
Revenue Model
Competitive Positioning
NASDAQ Uplisting Strategy
Financial Scenarios

Section 9️⃣: Investment Highlights

SEC-Reporting Status
SOL Treasury
Dual-Asset Structure
Enhanced Features

Section 🔟: Investment Summary

Market & Technology
Public Company Status
Investment Structure
Risk Factors

🚀 THE OTCM PROTOCOL PLATFORM

🎯 Revolutionary 1:1 Minting Architecture

At the foundation lies an innovative minting system ensuring every Security Meme Token (SMT) is permanently backed by exactly one preferred share.

Preferred Series "M" Share Specifications:

❌ Non-voting - No voting rights
💵 Dividend Rights - Equal to or greater than common stock
🔄 Conversion Rights - Convert to common at predetermined ratios
🔒 Permanent Deposit - Cannot be withdrawn
✅ 1:1 Backing - Must exactly match minted tokens

🔍 Oracle Verification System

Continuous Verification Components:

🔗 Empire Stock Transfer Integration
🛡️ Multi-Node Architecture (Byzantine Fault Tolerance)
🔐 Cryptographic Verification
📊 Automated Monitoring
🌍 Public Transparency Dashboard

Verification Workflow:

💰 CUSTOM AUTOMATED MARKET MAKER (AMM)

🤔 Why Custom Development?

Existing Solana DEXs (Raydium, Orca, Meteora) lack SPL Token-2022 support. OTCM built custom AMM with:

🛑 Circuit Breakers - Auto halt when sell volume exceeds 30%
👛 Wallet Limits - Maximum 4.99% holding cap
✅ Compliance Checks - Real-time KYC/AML verification
🚨 Regulatory Monitoring - Suspicious pattern detection

⚡ Performance Metrics

Metric	Performance	Benchmark
💨 Throughput	10,000+ TPS	Raydium: 2,000 TPS
⏱️ Finality	<400ms	Ethereum: 12-15 sec
💵 Cost	$0.00025	Uniswap: $5-$50
📊 Slippage	<0.5%	DEX avg: 1-3%
🟢 Uptime	99.9%	24/7/365

📈 BONDING CURVE MECHANISM

🎲 Mathematical Foundation

Price Function: P(t) = P₀ × (1 + α × V(t))^β

Where:
- P(t) = Token price at time t
- P₀ = Initial launch price
- α = Growth coefficient
- V(t) = Cumulative trading volume
- β = Curve steepness

🎯 Launch Parameters

Parameter	Standard	Range
💧 Initial Liquidity	$10,000	$10K-$100K
🏁 Graduation Threshold	$75,000	$75K-$500K
🚀 Starting Price	$0.001	$0.001-$0.10
💸 Trading Fee	1.0%	0.5%-2.0%

🎓 Graduation Requirements

An SMT "graduates" to full DEX trading when it meets:

✅ Market Cap: Reach $75,000 minimum
✅ Trading Volume: Generate $50,000+ cumulative volume
✅ Holder Distribution: Achieve 100+ unique wallets
✅ Time Lock: Maintain above thresholds 48+ hours
✅ Compliance: Pass automated verification

💎 INDIVIDUAL SMT STAKING POOLS

🏊 Staking Pool Architecture

Each SMT has its own independent staking pool with customizable parameters:

Lock Period	Base APY	Gov Weight	Early Unstake Penalty
🔓 7 Days (Flex)	8%	1x	2%
📅 30 Days	15%	2x	5%
📅 90 Days	30%	4x	10%
📅 180 Days	45%	8x	15%
📅 365 Days	60%	16x	20%

💰 Reward Sources

Staking rewards come from:

💹 Trading Fees - 40% of 5% transaction fees
🎁 Issuer Incentives - Optional additional rewards
🏛️ Protocol Treasury - Governance allocation

🏛️ DAO GOVERNANCE

🌐 Dual-Layer Governance Structure

Protocol-Level Governance (OTCM Tokens)

📋 Fee Structure adjustments
💰 Treasury Management
🎯 Feature Development
🤝 Partnership Approval
🛡️ Security Parameters
📊 Listing Standards

Voting Mechanics:

🗳️ 1 OTCM = 1 vote
📍 Proposal Threshold: 1% of supply
🎯 Quorum: 10% participation
✅ Passing: 66% supermajority
⏳ Timing: 48-hour vote + 24-hour delay

SMT-Level Governance (Individual Tokens)

📣 Marketing Budgets
💹 Staking Parameters
💝 Community Grants
🤝 Partnership Proposals
🖼️ Metadata Updates

🎫 OTCM UTILITY TOKEN

🔧 Token Functions

Function	Purpose	Value Accrual
💵 Fee Discounts	Reduce from 5% to 3%	Continuous demand
🗳️ Governance	Vote on protocol	Protocol influence
💰 Staking	Earn yield	Passive income
🚀 Launch Access	Priority access	Early adopter premium
📝 Listing Fees	Payment option	Token burn
💧 Liquidity Mining	Provide liquidity	Rewards

📊 Token Economics

Total Supply: 1,000,000,000 OTCM (fixed, no inflation)

Distribution:
- 🔄 Circulating: 30% (300M)
- 🎁 Staking Rewards: 25% (250M) - 5 year vest
- 👥 Team & Advisors: 15% (150M) - 2yr cliff + 3yr vest
- 🏛️ DAO Treasury: 15% (150M) - DAO controlled
- 🌱 Ecosystem Dev: 10% (100M) - 3 year vest
- 💰 Private Sale: 5% (50M) - 6mo cliff + 18mo vest

💸 Fee Distribution

From 5% transaction fee:

🏦 Empire Stock Transfer: 1.0% (Custody)
👥 OTCM Stakers: 1.6% (Rewards)
🎁 SMT Pools: 1.0% (Individual rewards)
🏛️ DAO Treasury: 0.8% (Operations)
🔥 Token Burn: 0.6% (Deflationary)

💼 ISSUER INFRASTRUCTURE

📋 Onboarding Process

Step 1: Consultation (1-2 days)

Eligibility assessment
Structure review
Goal discussion

Step 2: Legal Documentation (1-2 weeks)

Board resolution
Charter amendment
Platform agreement
Custody agreement

Series M issuance
Custody deposit
Oracle verification

Step 4: SMT Configuration (2-3 days)

Metadata definition
Parameter setting
Liquidity funding

Step 5: Smart Contract Deployment (1 day)

Contract deployment
1:1 minting
Bonding curve activation

⏱️ Total Timeline: 3-4 weeks

✅ Initial Requirements

🏢 Public Company Status
✅ Good Standing
📋 Board Authorization
📊 Minimum 10M Series M shares
💵 Initial liquidity $10,000+
💰 Listing fee $5,000

🎁 Issuer Benefits

Benefit	OTCM	Traditional
⏰ Hours	24/7/365	9:30-4pm ET
🤑 MM Fees	$0 (Auto)	$5K-$20K/month
💳 Listing	$5K one-time	$50K-$500K
🌍 Access	Worldwide	Limited
⚡ Settlement	<400ms	T+2
💬 Engagement	Real-time DAO	Annual meeting

💵 REVENUE MODEL

📊 Transaction Fee Structure

Total Fee: 5% of all trades

5% Distribution:
├─ 1% → Empire Stock Transfer (Custody)
└─ 4% → OTCM Protocol
    ├─ 50% Operational (Development, staff, infrastructure)
    ├─ 30% Token Ecosystem (Staker rewards, LP incentives)
    └─ 20% Strategic Reserves (Partnerships, upgrades)

📈 Revenue Calculations

Single Company Example:

Daily Volume: $100,000
Daily Revenue to OTCM: $4,000
Monthly Revenue: $121,667
Annual Revenue: $1.46M

🎲 Scenario Analysis

Scenario	Companies	Avg Daily Volume	Total Daily	Annual Revenue
🟡 Conservative	10	$100K	$1M	$146M
🟠 Moderate	50	$200K	$10M	$1.46B
🟢 Optimistic	200	$500K	$100M	$14.6B
🔴 Market Leadership	1,000	$1M	$1B	$146B

⚠️ IMPORTANT DISCLAIMER: All projections are highly speculative and subject to significant risks. Actual results may differ materially.

🔒 PLATFORM SECURITY

🛡️ Multi-Layer Defense Strategy

1. 🔐 Smart Contract Security

✅ Formal Verification
⏰ Time Delay Controls
🔍 Independent Audits

2. 💰 Economic Attack Prevention

🚫 Rug Pull Immunity (Permanent liquidity locks)
🥪 Sandwich Attack Prevention (95% reduction)
🧹 Wash Trading Deterrence (Fee structure)

3. 🚨 Operational Controls

🔴 Circuit Breakers
🛑 Emergency Pause
💧 Liquidity Management

4. 📊 Audit & Compliance

📋 Comprehensive Audit Trail
🔄 Continuous Validation
✅ Regulatory Compliance

📈 Security Effectiveness

100% Prevention rate for rug pulls
95% Reduction in sandwich attacks
99% Accuracy in price oracles
89% Tighter spreads vs unprotected
76% Reduction in impermanent loss

🏢 CORPORATE STRUCTURE

🏛️ Public Company Framework

Groovy Company, Inc. dba OTCM Protocol

- 📊 SEC Reporting Status: Current & Compliant
- 🎫 Trading Symbol: GROO (OTCUS)
- 🔢 CUSIP: 802899203
- 🏦 Transfer Agents:
  ├─ Pacific Stock Transfer (Common)
  └─ Empire Stock Transfer (Preferred & Digital)
- ✅ Auditor: PCAOB-Registered
- ⚖️ Legal Counsel: Securities Law Firm

🪙 Token Launch Parameters

Parameter	Value
🏦 Token Supply	1,000,000,000 OTCM
🔗 Backing Ratio	1:1 with Preferred M shares
💧 Initial Liquidity	$100,000
🎓 Graduation Threshold	$250,000 market cap
🔒 Graduation Funds	Burned & locked permanently
📈 Trading Venues	Bonding curve → Major DEXs

🪙 SOL Treasury Initiative

Strategic Allocation:

💰 Amount: $8,000,000 (40% of proceeds)
🪙 Asset: 100% SOL (no diversification)
🏦 Custody: Multi-sig at Empire Stock Transfer
💹 Yield Target: 6-8% annual staking
📊 Reporting: Quarterly SEC disclosure

⚠️ EXTREME RISK: SOL volatility could range from $400K (95% decline) to $65M+ (bull market)

📋 INVESTMENT TERMS

💵 Investment Structure

Per $10,000 Investment Unit:

Preferred Shares: 5,000 shares at $2.00 each
├─ Conversion Value: 6,000 common shares
└─ Premium: 1.2x conversion ratio (20% bonus)

OTCM Tokens: 200,000 tokens
├─ Vesting Schedule:
│  ├─ 20% Immediate (Q4 2025)
│  ├─ 20% At Graduation ($250K market cap)
│  ├─ 20% Every 6 months (3x tranches)
│  └─ Total Vesting: 30 months max

📊 Capital Allocation ($20M)

40% ($8M)   → SOL Treasury
25% ($5M)   → Platform Development
15% ($3M)   → Operations
10% ($2M)   → Marketing
7%  ($1.4M) → Legal & Compliance
3%  ($600K) → Reserve Fund

🎯 MARKET OPPORTUNITY

📍 Addressable Market

🎯 OTC Market: 15,000+ issuers
💰 Micro-cap Market: ~$50 billion
🪙 Crypto Market: $2+ trillion
🏦 Institutional Demand: Growing

🏆 Competitive Advantages

⚡ Layer 2 Protocol on Solana (high throughput, low cost)
✅ Regulatory Compliance Framework ("Howey Shield")
🔄 24/7/365 Trading (vs 9:30-4pm traditional)
🏛️ Public Company Status (institutional-grade)
🎯 OTC Market Focus (specialized expertise)
🏦 Professional Custody (Empire Stock Transfer)
🔗 1:1 Backing Model (verifiable backing)

📈 NASDAQ Uplisting Path

📍 Current: OTCUS compliant
⏱️ Target: 18-24 months
💹 Requirement: $15M market value minimum
🚀 Driver: Platform fee revenue growth

🏛️ MANAGEMENT & GOVERNANCE

👨‍💼 Executive Leadership

🎯 Chief Executive Officer - Berge Abajian

18+ years leading BRGO (OTC luxury)
Deep OTC market expertise
SEC compliance experience
Shareholder relationship management

⚙️ Chief Operating Officer - Patrick Mokros

19 years as President of Empire Stock Transfer
Transfer agency operations expertise
M&A transaction experience
Regulatory compliance background
Founder of corporate structuring firm

💻 Chief Technology Officer - Frank Yglesias

30+ years technology leadership
Multiple continents and industries
CEO of public company (2008-2016)
Cryptocurrency mining expert
Blockchain pioneer (NFTs, tokenization, Layer-1 blockchain)
12+ developer team in Saigon

👥 Key Positions to Fill

💼 Chief Financial Officer
✅ Chief Compliance Officer
🪙 Chief ICO Officer
⚖️ Chief Legal Officer
📢 Chief Marketing Officer
📈 Chief Investor Relations Officer

🔍 LEGAL CONSIDERATIONS

📜 Securities Law Compliance

Regulation D, Rule 506(c)

✅ General solicitation permitted
✅ Accredited investors only
📋 Form D filing required
🔍 Bad actor disqualification checks

Securities Act of 1933

❌ NOT registered
📍 Exemption-based offering
🔒 Restricted securities

Public Company Reporting (10-K, 10-Q, 8-K)

Quarterly compliance
Annual audits
Material event disclosure

🌐 Wyoming Digital Asset Registration

OTCM tokens registered as Digital Asset Meme Tokens

Benefits:
✅ Legal recognition as property
✅ Clear regulatory framework
✅ Institutional custody authorization
✅ Enhanced consumer protection
✅ Favorable tax treatment

⚠️ Regulatory Uncertainties

🚨 Evolving standards (SEC guidance)
⚖️ Enforcement actions possible
👨‍⚖️ Limited judicial precedent
📜 Congressional action pending
🌍 International conflicts possible

💰 TAX IMPLICATIONS

📊 Federal Tax Treatment

Preferred Shares:

Purchase: Generally not taxable
Conversion: May be tax-free (Section 1036)
Sale: Capital gains treatment

Digital Tokens:

Receipt: Taxable ordinary income at fair market value
Vesting: Each tranche may trigger income
Trading: Capital gains treatment
Staking Rewards: Taxable ordinary income

⚠️ Complex Issues

📋 Section 409A (Deferred compensation)
📊 Section 1202 (Qualified small business stock)
🌍 Foreign tax credits
🏠 Multi-state tax nexus

💡 REQUIRED: Consult with qualified tax professionals

✅ INVESTMENT ELIGIBILITY

👤 Accredited Investor Standards

Individual Investors:

💰 Income: $200K+ (two years) / $300K+ joint
💎 Net Worth: $1M+ (excluding primary residence)
📜 Professional Credentials: Series 7, 65, or 82

Institutional Investors:

💼 $5M+ in assets
🏦 Banks, insurance companies, registered advisors
🏢 Corporations, partnerships with $5M+ assets

📋 Required Documentation

🆔 Government-issued photo ID
📊 Income verification (tax returns, W-2s)
💎 Net worth documentation
📝 Source of funds declaration
🌍 OFAC screening
🏢 Entity documents (if applicable)

📍 Geographic Restrictions

🇺🇸 U.S. persons preferred
🌍 Foreign investors: Additional compliance
🚫 Certain jurisdictions: May be excluded

🔄 SUBSCRIPTION PROCESS

7-STEP INVESTMENT JOURNEY

1️⃣ Document Review (2-4 hours)

Complete PPM review
Risk factor study
Recommend professional consultation

2️⃣ Accredited Verification (3-5 days)

Documentation submission
Third-party verification
Status confirmation

3️⃣ KYC/AML Compliance

Identity verification
Multi-factor authentication
Digital wallet setup

4️⃣ Subscription Agreement

Digital signature execution
Risk acknowledgment
Terms acceptance

5️⃣ Funds Transfer

Wire transfer to escrow
Anti-money laundering screening
Escrow protection

6️⃣ Investment Confirmation

Board approval (closings >$5M)
Share certificate issuance
Account setup

7️⃣ Token Allocation

OTCM token allocation
Custody account setup
Vesting schedule implementation

📞 CONTACT INFORMATION

🏢 Corporate Headquarters

Groovy Company, Inc. dba OTCM Protocol

📍 12 Daniel Rd East
   Fairfield, NJ 07004

📧 Email: invest@otcmeme.com
📞 Phone: 1-404-734-3277

💻 Official Websites

🌐 Protocol Site: https://otcm.io
📚 Documentation: https://otcm.info
💹 Trading Platform: https://otcm.fun
📋 Issuer Portal: https://otcm.me

📊 Public Market Information

🎫 Symbol: OTCUS: GROO
🔢 CUSIP: 802899203
📈 SEC EDGAR: https://www.sec.gov/edgar/

🪙 Blockchain Information

📍 Blockchain: Solana Network
🎫 Token Symbol: OTCM
💻 Contract: Hbx12W1vPcnDzXuHwiLa9fVJ6VFoDbqAhgResLe9oTcM

🚨 FINAL CRITICAL DISCLAIMERS

⚠️ INVESTMENT RISK WARNING

THIS INVESTMENT IS HIGHLY SPECULATIVE AND INVOLVES SUBSTANTIAL RISK OF LOSS

You May Lose 100% of Your Investment

Key Risks:

🔴 Early-stage technology platform
🔴 Untested business model
🔴 Extreme regulatory uncertainty
🔴 Cryptocurrency market volatility
🔴 SOL treasury concentration (no diversification)
🔴 Illiquid securities
🔴 Token may never achieve trading volume

⚖️ NO INVESTMENT ADVICE

This document does NOT constitute:

📋 Investment advice
💼 Financial advisory
⚖️ Legal counsel
🏦 Banking services

💡 PROFESSIONAL CONSULTATION REQUIRED

Before investing, you MUST consult with:

⚖️ Securities attorney
📊 Tax professional (CPA/tax attorney)
💰 Financial advisor
🪙 Blockchain specialist (for digital assets)

📜 GOVERNING LAW

⚖️ Jurisdiction: State of Florida
🏛️ Courts: State or federal courts in Georgia
📋 Agreement: Consent to exclusive jurisdiction

📋 SIGNATURE PAGE

GROOVY COMPANY, INC. DBA OTCM PROTOCOL

Investor Acknowledgment

By executing this Subscription Agreement, you acknowledge and confirm:

✅ You have read and understood this entire PPM
✅ You qualify as an accredited investor
✅ You understand all disclosed risks
✅ You understand the speculative nature of this investment
✅ You will maintain confidentiality of this document
✅ You have consulted with qualified professional advisors
✅ You are making this investment decision of your own free will

🖊️ Execution

Investor Signature: _________________________ Date: _________

Company Representative: _________________________ Date: _________

📌 ADDITIONAL INFORMATION

🔒 Confidentiality

This document contains CONFIDENTIAL AND PROPRIETARY information.

🔐 Distribution limited to qualified accredited investors only
🚫 Unauthorized reproduction strictly prohibited
✋ Return upon company request

©️ Copyright

Last Updated: November 20, 2025

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