MiCA Crypto‑Asset White Paper GAIN (Griffin AI)
THIS CRYPTO‑ASSET WHITE PAPER HAS NOT BEEN APPROVED BY ANY COMPETENT AUTHORITY. THE OFFEROR / PERSON SEEKING ADMISSION TO TRADING IS SOLELY RESPONSIBLE FOR ITS CONTENT IN ACCORDANCE WITH MiCA.
01 DATES & COMPLIANCE STATEMENTS
Date of notification to Home NCA FMA Liechtenstein: 06 September 2025 Publication date: 24 September 2025
This crypto‑asset white paper has not been approved by any competent authority in any EEA Member State. The offeror/person seeking admission is solely responsible for its content.
To the best knowledge of the management body, the information herein is fair, clear and not misleading.
The crypto‑asset may lose value in part or in full, may not always be transferable, and may lack liquidity.
The utility token described may not be exchangeable against the goods/services promised, especially if the project fails or is discontinued.
The crypto‑asset is not covered by investor‑compensation or deposit‑guarantee schemes.
SUMMARY
Summary Warning
This document is not a prospectus under Regulation (EU) 2017/1129. Any decision to purchase GAIN should be based on the white paper as a whole.
Characteristics of the Crypto‑Asset
GAIN is the native utility token of the Griffin AI protocol operated by AI Technologies Labs AG. GAIN is required to access premium features in the Agent Playground and to build/operate agents in Agent Builder; it is used for staking/bonding by Service Providers and Guardian nodes for service quality, reputation and spam‑mitigation; and for minting NFT access keys in the Agent & AI Services Marketplace. GAIN confers no ownership, dividend, interest, redemption‑at‑par, asset‑backed or index‑tracking rights.
Key Information on Offer/Admission
• Nature: admission to trading on multiple CEX/DEX venues; no time‑limited subscription window. • Price: market‑based at listing; indicative launch FDV USD 50m. • At the launch of the token on Binance Alpha min 500.000 USD and 500.000 USD worth of GAIN token will be placed into liquidity pool on Pancake swap. The goal of this liquidity pool is to enable the trade and facilitate the price discovery in the market. • Geography: EEA and all other jurisdictions where lawful; no primary offer to the public in the United States (secondary access only via venues operating under applicable permissions/exemptions). • Confirmed venues: Binance Alpha, Gate, MEXC, WEEX; KuCoin, HTX
PART A — INFORMATION ABOUT THE OFFEROR / PERSON SEEKING
ADMISSION
A.1 Name
AI Technologies Labs AG (Griffin AI AG)
A.2 Legal Form
Aktiengesellschaft (AG)
A.3 Registered Address
Birkenweg 6, 9490 Vaduz, Liechtenstein
A.4 Head Office
Same as registered address
A.5 Registration Date
18 October 2024 (commercial register reference date)
A.6 Legal Entity Identifier (LEI)
Not assigned at notification; company identifier used for filing: Liechtenstein Commercial Register No. FL‑0002.731.888‑1.
A.7 Other Identifier (national)
Liechtenstein Commercial Register No. FL‑0002.731.888‑1.
A.8-9 Contact
support@griffinai.io further details on www.griffinai.io/contact
A.10 Response Time
Issuer aims to respond to written enquiries within 10 business days.
A.11 Parent Company
None
A.12 Members of the Management Body
Oliver Feldmeier — Chief Executive Officer
A.13 Business Activity
Development and operation of the Griffin AI decentralized AI‑agent and services network, including Agent Playground and Agent Builder.
A.16–A.17 Financial Condition
Share capital of 50.000 CHF equivalent fully paid in. The company received funding of $6m and is in good financial condition.
PART B — INFORMATION ABOUT THE ISSUER (IF DIFFERENT)
Not applicable — issuer is the offeror/person seeking admission.
PART C — INFORMATION ABOUT THE OPERATOR OF THE TRADING
PLATFORM
Not applicable — the white paper is drawn up by the issuer.
PART D — INFORMATION ABOUT THE CRYPTO‑ASSET PROJECT
D.1 Project Name
Griffin AI
D.2 Crypto‑Asset Name / Abbreviation
GAIN / GAIN
D.3 Project Description
Griffin AI is AI agent platform focused on DeFi use cases. The platform includes: a) No-Code Agent Builder where users can create their own AI agents and b) Agent Playground, where users can test and use companies own and third party agents. The AI agent builder for DeFi offers real-time data, multi-agent workflows, and full on-chain deployment across many major blockchains and wallets.
D.4 Parties Involved
AI Technologies Labs AG (operator/offeror).
D.5 Utility Token Classification
Utility token (Title II MiCA).
D.6 Goods/Services Enabled
• Major utility: Access to premium AI agent features (Playground) and Development of Agents in Agent Builder with premium features • Later possible extension: running a node on Griffin AI protocol
PART E — INFORMATION ABOUT THE OFFER TO THE PUBLIC OR ADMISSION TO
TRADING
E.1 Nature
Admission to trading; no time‑limited subscription. Limited issuer‑side sales from treasuries to meet utility demand.
E.2 Reasons
Enable EEA‑wide lawful access to GAIN for platform utility consumption and liquidity on recognized venues.
E.8 Issue/Reference Price
Market‑based at listing via Binance Alpha; launch FDV range USD 50m.
E.9 Official Currency Determining Issue Price
Not applicable (admission‑led; order‑book discovery).
E.12 Total Number of Crypto‑Assets
1,000,000,000 GAIN (fixed max supply).
E.13 Target Holders
ALL (retail and professional), subject to eligibility and local law.
E.14 Restrictions
Exchanges listing and trading the token should offer token only in jurisdictions where lawful. Persons in sanctioned or otherwise restricted jurisdictions should be excluded. No primary offer to the public in the United States; any U.S. availability may occur only via exchanges that independently operate under applicable permissions/exemptions.
E.18 Offer Phases / E.21‑E.22 Subscription Period
Not applicable (admission‑led).
E.33 Trading Platforms
Confirmed: Binance Alpha, Gate, MEXC, WEEX, KuCoin, HTX.
E.34 Identifier of the Trading Platform (Segment MIC)
N/A
E.35 Access & E.36 Costs
Access trading venues onboarding (KYC/AML) and jurisdictional eligibility. Purchasers pay exchanges’ fees per each venue’s fee schedule; the issuer does not charge subscription fees.
E.37 Offer Expenses
Issuer‑borne costs include legal/regulatory, and listing fees, security audits, technology and communications. These routine expenses are not charged to purchasers and are not expected to be material relative to overall operations. A numerical breakdown can be provided to the competent authority on request.
E.38 Conflicts of Interest
Potential conflicts may arise from treasury sales, early buyer and team holdings under lock‑ups/vesting, and market‑making. Mitigants: public vesting schedules, insider‑trading restrictions, and disclosure of any related‑party advisers. As of publication, the issuer is not aware of any material related‑party market‑making or advisory conflicts.
E.39 Applicable Law
Liechtenstein law (TVTG) for issuer matters and Regulation (EU) 2023/1114 (MiCA) for EU offers/admissions; plus local law of each venue’s jurisdiction.
E.40 Competent Court
Fürstliches Landgericht Vaduz (Princely District Court of Vaduz)
PART F — INFORMATION ABOUT THE CRYPTO‑ASSETS
F.1 Type
Utility token (OTHR)
F.2 Functionality
• Major functionality available at the moment of token release: Access/payment for premium Agent Playground features and Agent Builder. • At the later point at time: possible addition of further minor utility such as staking for node operators that run the nodes. GAIN does not grant equity, debt, redemption, revenue share or index‑tracking features.
F.6 Technical Standard
ERC‑20 on Ethereum; and BNB chain bridged
F.8 Website
https://www.griffinai.io
F.9 Start Date of Admission/Offer
Binance Alpha: 24 September 2025
F.10 Publication Date
24 September 2025
F.12 Languages
English (primary). Host‑state translations may be provided as needed.
F.13 Digital Token Identifier (DTI)
To be requested. Contract address will be published at https://www.griffinai.io/token and the DTI will be updated thereafter.
F.18 Home Member State
Liechtenstein
F.19 Host Member States
All EEA Member States in which admission or offers will occur, in accordance with MiCA passporting and local law.
PART G — RIGHTS AND OBLIGATIONS
G.1 Purchaser Rights & Obligations
Holding GAIN provides premium access/usage rights within Griffin AI only. It does not confer shareholder, creditor, redemption or income rights. Users must comply with applicable law and platform rules.
G.2 Exercise
Rights are exercised by spending/holding GAIN in the Griffin AI platform and, for operators, by staking to run the node on the Griffin AI Protocol.
G.3 Modification Conditions
Conditions for Premium features Protocol parameters related to utility (e.g., fees, staking thresholds, slashing ratios) may be adjusted following publication of updated user/technical documentation. A technical steering process with community consultation will be used; material changes will be announced with reasonable prior notice (target ≥14 days). No corporate control/governance over the issuer is conferred by GAIN.
G.5 Retained Holdings and token model
Team 15%, 150m (3‑month lock + 36‑month vesting);
Early contributors 22,5%, 225m (3‑months lock + 12‑month vesting )
Ecosystem and community grants 15%, 150m (24‑month vesting)
Node Operator Rewards 9%, 90m (24-month vesting)
Protocol Development Fund 5%; 50m
Project Treasury 15%, 150m (24‑month vesting)
CEX/Listing/Marketing 18%; 180m
Other airdrop 0.5%; 50m (1 month lock-up, 5 month vesting)
PART H — UNDERLYING TECHNOLOGY
H.1 DLT
Ethereum mainnet (ERC‑20) with potential bridging to EVM/BNB and other networks without supply inflation.
H.2 Standards & Protocols
ERC‑20 and BNB Chian
H.3 Technology Overview
Agent Builder and Playground including its AI Agents further described in technical whitepaper on the company website https://www.griffinai.io/whitepaper
H.4 Consensus
Ethereum Proof‑of‑Stake (PoS) and BNB chain
H.5 Incentives & Fees
Operator rewards are tied to services rendered; final/adjusted fee schedule posted in technical documents and user guidelines on the platform.
H.8 Audit
Smart‑contract security audit by Hacken (Nov‑2024). Audit report link: https://hacken.io/audits/griffin-ai-ag/sca-griffin-ai-ag-griffin-ai-tokennov2024/
PART I — RISKS
Regulatory: evolving interpretations under MiCA/MiFID II and non‑EEA regimes; U.S. treatment under Howey may vary.
Market/liquidity: price volatility; thin markets during early trading; reliance on third‑party venues.
Technology: smart‑contract/bridge vulnerabilities; chain congestion; key‑management risks; dependency on off‑chain AI providers.
Operational: custody, incident response, vendor dependencies, talent retention.
Adoption/competition: uncertainty of user uptake; competing agent frameworks.
Mitigations: independent audits, multi‑sig cold custody, incident/BCP plans, bug‑bounty & pen‑testing, staged rollouts, transparent disclosures.
PART J — SUSTAINABILITY INDICATORS
Consensus: Ethereum Proof‑of‑Stake (PoS). Methodology: The issuer references the Crypto Carbon Ratings Institute (CCRI) approach for PoS networks, which evaluates electricity consumption and related greenhouse‑gas intensity using node/validator power draw and grid‑mix assumptions. In line with CCRI’s guidance, energy‑per‑transaction is not a stable measure on PoS; instead, network‑level electricity consumption is apportioned over activity to produce indicative, order‑of‑magnitude intensity metrics. Commitment: The issuer will periodically review CCRI and other reputable third‑party datasets for Ethereum PoS and will publish an annual update summarizing estimated electricity consumption, indicative gCO₂e intensity and methodological assumptions. Operational choices aim to minimize on‑chain compute and to prefer cloud providers with renewable‑energy programs where commercially reasonable.
ANNEX — MiCA ARTICLE 8(4) EXPLANATION (CLASSIFICATION)
The issuer assesses GAIN as a utility token (Title II) and not an ART, EMT or financial instrument: no stable‑value intent, no redemption at par, no asset reserve, no equity/debt/derivative rights, and no index‑tracking payoffs. A legal memorandum addressing MiCA and MiFID II criteria, and the U.S. Howey framework for non‑EEA considerations, will be appended.
RISK FACTORS — COMPREHENSIVE DISCLOSURE (SUPPLEMENT)
This section supplements and expands upon “PART I — RISKS”. It is intended to satisfy exchange and regulatory expectations in the EU (MiCA) and the US. The list is not exhaustive; unknown or immaterial risks may also adversely affect the project, token usability, or secondary trading.
A. Regulatory & Legal Risks
Reclassification risk: Changes or differing interpretations under MiCA/MiFID II could reclassify GAIN as a financial instrument, e‑money token or other regulated asset, triggering licensing, prospectus-like disclosures, restrictions or delisting.
Article 8(4) and supervisory review: National Competent Authorities (NCAs) may request further information or impose conditions; passporting outcomes may vary by Member State.
Non‑EEA regimes: US, UK, CH, SG, KR and other jurisdictions may apply securities/markets, payments, money transmission, consumer or VASP regimes that constrain access or require additional compliance.
Marketing compliance: Third‑party statements implying investment returns, price targets or yields could be attributed to the issuer or partners; policing such statements may be imperfect.
Sanctions/AML/CTF: Transactions may be blocked or accounts restricted to comply with sanctions, AML/CTF rules or venue policies; enhanced due diligence may be required.
Taxation uncertainty: Adverse or retroactive tax rules may apply to token transactions, staking or rewards; users are responsible for tax advice and reporting.
Enforcement actions: Regulators could challenge the token’s characterization or distribution; outcomes may include fines, remediation, trading limits or forced changes to token functionality.
B. Market & Trading Risks
Volatility and illiquidity: Secondary market prices can be highly volatile with limited liquidity; spreads may widen and slippage may be significant.
Listing/delisting: Venues may delay admission, restrict access, temporarily halt trading or delist at their discretion or upon regulatory request.
Concentration: Treasury, early contributors or ecosystem grants may represent substantial holdings; unlock schedules may affect supply and pricing.
Market‑making dependency: Liquidity support by market makers is not guaranteed; arrangements may be suspended or terminated and are subject to conflicts and regulation.
On‑chain execution risks: MEV/front‑running/sandwich attacks and oracle manipulation can impact trade execution and pricing.
Stablecoin/banking counterparty risk: Liquidity operations funded in stablecoins or fiat are exposed to issuer, banking and peg risks.
C. Technology & Security Risks
Smart‑contract vulnerabilities: Undiscovered bugs or integration failures may cause loss, lock or malfunction despite audits and testing.
Bridge & cross‑chain risk: Bridges are complex and historically exploited; movement across networks can fail or be compromised.
Custody & key‑management risk: Loss, theft or misuse of private keys can be irreversible; hardware, MPC/multisig and operational controls may fail.
DLT/network risk: Ethereum or other networks may experience congestion, reorgs, censorship, downtime, fee spikes or forks affecting usability and value.
Data/oracle/tooling risk: Off‑chain feeds and third‑party tools may fail, be manipulated or discontinued, disrupting services.
Upgrade/migration risk: Changes to contracts or systems may require user action; misconfiguration or user error can cause loss of access.
D. Operational & Ecosystem Risks
Third‑party dependencies: Cloud providers, custodians, market makers, auditors and other vendors may fail or terminate services.
Governance/change‑management: Errors or delays in parameter changes (fees, staking thresholds, slashing) may harm users or operators.
Security hygiene: Phishing, scams and social engineering can target users and community channels; official channels can be spoofed.
Jurisdictional access: Geofencing/KYC/AML requirements may change and restrict some users’ access to venues or features.
Force majeure: Natural disasters, war, pandemics, political instability or legal injunctions may disrupt operations.
E. Project Execution & Business Risks
Roadmap delivery: Delays or cancellations of features (marketplace, SDKs, cross‑chain support) may reduce utility and adoption.
Competition: Alternative AI‑agent platforms and protocols may gain market share; network effects may favor incumbents.
Treasury sufficiency: Market conditions may reduce treasury value; discretionary liquidity support may be scaled back or discontinued.
Reputational risk: Public incidents (security, compliance, partner disputes) may materially harm adoption.
F. AI‑Specific Risks
Model limitations & hallucinations: Agents may produce inaccurate or harmful outputs; users must validate outputs before acting.
Bias & fairness: AI outputs may embed bias; mitigations may be imperfect or context‑dependent.
Data/IP/privacy: Use of third‑party data or tools may raise IP or privacy issues; compliance with GDPR and other data laws is required.
Misuse & safety: Agents could be misused for harmful purposes despite guardrails; monitoring and response may be imperfect.
G. User‑Level Risks
Self‑custody risk: Users are responsible for safeguarding wallets/keys; lost credentials cannot typically be recovered.
Taxation & reporting: Users must determine and satisfy their own tax obligations in relevant jurisdictions.
Finality: Token transfers are generally irreversible; the issuer cannot reverse or recover tokens.
By acquiring or using GAIN, users acknowledge and accept these risks and the possibility of total loss of value, service interruption and restricted access to features or venues.
LEGAL NOTICES, DISCLOSURES & DISCLAIMERS — COMPREHENSIVE (SUPPLEMENT)
1. No Offer / No Prospectus
This document is a crypto‑asset white paper prepared under MiCA Title II. It is not a prospectus under Regulation (EU) 2017/1129 nor an offer document under any other securities regime. It does not constitute an offer, solicitation or recommendation to buy or sell any asset.
2. Classification & No Redemption
GAIN is intended as a utility token. It does not grant equity, debt, revenue‑share, dividend, interest, redemption‑at‑par or index‑tracking rights. Holders have no right to require the issuer to repurchase or redeem tokens, and no promise of capital preservation or return is made.
3. Liquidity & Market‑Making (No Buy‑Back Obligation)
Founders’ liquidity commitment (USD 3m in fiat and/or USD‑denominated stablecoins) is dedicated to market‑making and liquidity provisioning via independent counterparties. It is discretionary, not a redemption mechanism, does not set a price floor and creates no investor rights or guarantees.
4. Marketing & Communications
All official communications focus on consumptive utility. No statements implying profit, investment returns, price guarantees or yields are authorized. Third‑party statements are not endorsed by the issuer.
5. US Securities/Commodities Law & Other Jurisdictions
No primary offer to the public in the United States. Any secondary access to US users may occur only via exchanges operating under applicable exemptions or permissions. The token is intended not to constitute a security or a commodity derivative. A separate US legal memorandum addresses Howey and other considerations.
6. Distribution Restrictions
Distribution is restricted in jurisdictions where offering or secondary trading would be unlawful, and to persons on sanctions/AML lists. Access is subject to platform KYC/AML onboarding and geofencing policies.
7. No Investment/Legal/Tax Advice
Nothing herein constitutes investment, legal, accounting or tax advice. Prospective purchasers should consult their own advisers.
8. Accuracy, Reliance & Updates
Information is provided in good faith as of the publication date and may change without notice. The issuer undertakes no obligation to update forward‑looking statements except as required by law. In the event of material changes, an updated white paper will be published.
9. Data Protection & Privacy
Personal data processing will comply with applicable data‑protection law, including GDPR where applicable. See the website privacy notice for details.
10. Intellectual Property & Open‑Source
Trademarks, logos and content are owned by the issuer or licensors. Open‑source components are licensed under their respective licenses without additional warranties.
11. AML/CTF & Sanctions
The issuer and venues may implement KYC/AML screening, transaction monitoring and sanctions controls; access may be restricted, suspended or terminated to comply with law or policies.
12. Forward‑Looking Statements
Statements about plans, roadmaps, utility, listings, partnerships or performance are forward‑looking, involve risks and uncertainties, and actual results may differ materially.
13. Translations & Precedence
If translated, the English version of this white paper prevails in case of conflict.
14. Governing Law & Jurisdiction
This white paper and any non‑contractual obligations arising out of or in connection with it are governed by Liechtenstein law. Subject to mandatory consumer rules, the competent court is the Fürstliches Landgericht Vaduz.
15. Contact
AI Technologies Labs AG, Birkenweg 6, 9490 Vaduz, Liechtenstein • Email: support@griffinai.io • Website: https://www.griffinai.io/contact
BINANCE CHARACTERISATION SAFEGUARDS (SUPPLEMENT)
No Redemption / No Buy‑Back / No Debt
The issuer has no obligation to redeem, repurchase, or otherwise buy back GAIN from holders, whether at par or any fixed price or quantity. GAIN does not evidence or acknowledge indebtedness of the issuer or any other person, and holders have no claim for repayment of money or monetary value against the issuer. This confirms GAIN is not a debt instrument or debenture.
No Securities‑Type Rights
GAIN does not grant voting rights in relation to the issuer, does not confer any right to distributions of profits or revenues, does not grant rights to capital, and does not entitle holders to any distribution upon liquidation of the issuer or any affiliate.
No Derivative Features
GAIN does not entitle holders to a cash settlement or payout calculated by reference to the value or performance of any security, commodity, currency, interest rate, index, or other measure. It is not an option, future/forward, swap, or contract for differences.
Not E‑Money, Deposit, or Structured Deposit
Holding GAIN does not create a claim on the issuer for electronically stored monetary value and is not issued on receipt of funds for making payment transactions. GAIN does not represent sums of money which must be repaid, and there is no interest or premium payable by formula at maturity. Accordingly, GAIN is not electronic money, a deposit, or a structured deposit.
Not a Collective Investment Scheme
Acquisition or holding of GAIN does not involve pooling of holder contributions for the purpose of generating income or profits for holders. Holders do not have day‑to‑day control over management of pooled property, and no right to income or profits from pooled investments is granted.
Not Insurance
GAIN does not provide for payment on the occurrence of an adverse event affecting the holder. There is no insurance‑type promise or benefit contingent on such events.
Smart‑Contract Controls
The GAIN token smart contract contains no transfer tax or automatic fee on transfers. There is no blacklist or freeze function restricting lawful transfers by compliant venues or users. The contract does not include mint functions beyond the fixed maximum supply and does not include a pause function. Any administrative roles for emergency response are held by a multisig with time‑lock, and addresses will be published on the website prior to listing. Any owner or pausable privileges will be irrevocably renounced or time‑locked before listing.
Airdrops & Marketing Conduct
Airdrops or promotional distributions are solely for ecosystem participation and usage, not for investment returns. Distributions exclude jurisdictions where unlawful (including US retail unless a permitted path is established) and are subject to anti‑sybil and KYC/AML controls. All marketing will be fair, clear and not misleading, will not promise profit or yields, and will use the required high‑risk warnings where applicable.
Operator‑Only Staking; No Passive Yield
Any rewards tied to GAIN are limited to operators (Service Providers/Guardians) performing objective work under service‑level agreements and subject to slashing for non‑performance. There is no APY or passive yield to holders merely for holding or time‑locking GAIN.
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