254900JDFQ2EAGJHU889

2025-01-01
2025-12-31

Table of Contents

General Information

SUMMARY

Part A - Information about the Offeror or the Person Seeking Admission to Trading

Part B - Information about the Issuer, If Different from the Offeror or Person Seeking Admission to Trading

Part C - Information about the Operator of the Trading Platform

Part D - Information about the Crypto-Asset Project

Part E - Information about the Offer to the Public of Crypto-Assets or their Admission to Trading

Part F - Information about the Crypto-Assets

Part G - Information on the Rights and Obligations attached to the Crypto-Assets

Part H - Information on the underlying technology

Part I - Information on Risks

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

General Information

01: Date of notification

2025-10-28

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

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

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

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

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

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

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

False.

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

The crypto-asset referred to in this white paper is not covered by the investor compensation schemes under
Directive 97/9/EC of the European Parliament and of the Council or the deposit guarantee schemes under Directive 2014/49/EU of the European Parliament and of the Council.

SUMMARY

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

Warning

This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone. The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law. This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.

08: Characteristics of the crypto-asset

The City Protocol (CP) token is a multi-utility token within the City Protocol ecosystem. Its primary functions include governance (on-chain voting on roadmap, fees, grants, and creator incubations), serving as a medium of exchange for marketplace activities and premium tools, providing staking and utility boosts (such as better yields, lower fees, and exclusive drops), and acting as an incentive for creators, developers, and builders who contribute to the ecosystem. The tokenomics documentation explicitly states that $CP is the key to the entire City Protocol ecosystem, reinforcing its role as both a utility and governance token.

As of 13th October 2025, the token is pre-launch and is not currently available on public markets. Its classification as a utility and governance token means it is intended for use within the City Protocol platform to access services, participate in governance, and receive rewards for ecosystem contributions.

09: Further information about utility tokens

05 is false so this section is not applicable.

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

This white paper has been prepared for the purposes of seeking admission to trading.

A.1: Name

Primary Creative

A.2: Legal form

Limited

A.3: Registered address

Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands

A.4: Head office

A.5: Registration date

2025-10-31

A.6: Legal entity identifier

254900JDFQ2EAGJHU889

A.7: Another identifier required pursuant to applicable national law

2191837

A.8: Contact telephone number

+12844942233

A.9: E-mail address

[email-masked]

A.10: Response time (days)

030

A.11: Parent company

City Foundation
CR-427284

A.12: Members of management body

Khine Theint Theint Zin
Address: Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands

A.13: Business activity

Business or Professional Activity of the Offeror:
Primary Creative Limited is involved in developing a full-stack infrastructure platform designed to transform the creation, funding, scaling, and financialization of intellectual property (IP) into an open, programmable ecosystem. The principal activities include:

Operating a launchpad for IP projects, enabling creators to launch tokens representing their IP with fair access, transparent price discovery (bonding curve), and anti-sniping mechanisms. This allows creators and early supporters to become co-owners and share in the value generated.

Providing tools for identity, reputation, and community engagement (City ID, Viral City, City Quest), which help creators and fans build, scale, and sustain IP-based communities and content flywheels.

Enabling the financialization of IP through DeFi primitives, such as staking, collateralization, and liquidity pools, allowing IP to become a capital asset and providing non-dilutive financing options for creators (Composable IP-Offering, CIPO).
Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.

Principal Markets:
The principal markets targeted by City Protocol are:

IP creators (individuals, studios, and teams) seeking to fund, launch, and scale their creative projects.

IP Strategy / On-Chain DAT: The Microstrategy for IP Assets. Financialised IP assets democratizes access to IP investments for users. Collectors can compose an indexed token tied to the IP asset collection. The trading fees will be used to buy and accumulate more of the underlying IP assets, creating community-owned IP portfolios.

Fans and communities who wish to participate in, support, and share in the upside of IP projects.

DeFi participants and investors interested in exposure to cultural and creative assets.

The broader Solana ecosystem, as the platform is aligned with Solana's Internet Capital Markets thesis and leverages its infrastructure for global, permissionless trading of IP assets.

A.14: Parent company business activity

The objects for which the City Foundation company is established are:
(a) to act as a holding company and an investment company, with no restrictions on the objects or operations of its subsidiaries or on the nature of its of their investments;
(b) to outsource business units to third parties and entering into contractual arrangements with professional and other service providers;
(c) to provide financial assistance or benefits to beneficiaries as designated or determined under the articles of association; and
(d) to do all such lawful things as in the opinion of the directors are or may be incidental or conducive to the above objects.

A.15: Newly established

TRUE

A.16: Financial condition for the past three years

Not applicable as the person seeking admission to trading was established in 2025.

A.17: Financial condition since registration

Financial statements, audited accounts, or detailed capital resources for Primary Creative Limited are not publicly available. No evidence has been identified of historical financial condition, audited results, or quantitative key performance indicators, either financial or non-financial.

Notably, Primary Creative Limited is a pre-launch project. The team has completed a $7 million SAFT funding round with participation from Jump, CMT Digital, Mirana, Bitscale Capital, and EVG.

Part B - Information about the Issuer, If Different from the Offeror or Person Seeking Admission to Trading

B.1: Issuer different from offerror or person seeking admission to trading

False.

B.2: Name

Not applicable as the issuer is the person seeking admission to trading.

B.3: Legal form

Not applicable as the issuer is the person seeking admission to trading.

B.4: Registered address

Not applicable as the issuer is the person seeking admission to trading.

B.5: Head office

Not applicable as the issuer is the person seeking admission to trading.

B.6: Registration date

Not applicable as the issuer is the person seeking admission to trading.

B.7: Legal entity identifier

Not applicable as the issuer is the person seeking admission to trading.

B.8: Another identifier required pursuant to applicable national law

Not applicable as the issuer is the person seeking admission to trading.

B.9: Parent company

Not applicable as the issuer is the person seeking admission to trading.

B.10: Members of management body

Not applicable as the issuer is the person seeking admission to trading.

B.11: Business activity

Not applicable as the issuer is the person seeking admission to trading.

B.12: Parent company business activity

Not applicable as the issuer is the person seeking admission to trading.

Part C - Information about the Operator of the Trading Platform

C.1: Name

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.2: Legal form

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.3: Registered address

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.4: Head office

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.5: Registration date

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.6: Legal entity identifier

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.7: Another identifier required pursuant to applicable national law

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.8: Parent company

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.9: Reason for crypto-asset white paper preparation

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.10: Members of management body

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.11: Operator business activity

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.12: Parent company business activity

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.13: Other persons drawing up the crypto-asset white paper according to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

C.14: Reason for drawing the white paper by persons referred to in Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

Not applicable as the person seeking admission to trading is not the operator of the trading platform.

Part D - Information about the Crypto-Asset Project

D.1: Crypto-asset project name

City Protocol

D.2: Crypto-asset name

CP token.

D.3: Abbreviation

CP.

D.4: Crypto-asset project description

Project Purpose and Vision:
City Protocol, aims to transform intellectual property (IP) creation and commercialization by building a full-stack, on-chain infrastructure on Solana. The project seeks to unlock the value of IP as a capital asset, enabling creators to launch, scale, and monetize their ideas in a transparent, programmable, and community-driven ecosystem. The platform aspires to make IP liquid, accessible, and tradable 24/7, aligning with the broader vision of Internet Capital Markets (ICM).

Goals:

Democratize IP funding and ownership through fair launches, eliminating insider deals and middlemen.

Provide creators and communities with tools to build sustainable IP empires, from initial funding to global distribution and financialization.

Enable transparent, data-driven growth and reputation systems for all participants.

Turn IP into a collateralizable, DeFi-enabled asset class, supporting both new and existing IPs.

Key Features and How It Operates:

Launchpad Module:

Facilitates fair launches for new IP tokens using bonding curves for price discovery, anti-sniping mechanisms, and a conviction pool to stabilize early trading and protect genuine supporters.

Creators earn 10% of trading fees, and volume drivers earn points for ecosystem benefits. All participants have aligned incentives and upside in project success.

IP Verification Layer:

Two-tier verification system: permissionless (self-authentication via social identity) and permissioned (deeper validation as projects grow).

Verified projects gain access to analytics, distribution tools, and AI-powered content engines, signaling long-term potential to the community.

IP Strategy / On-Chain DAT: The Microstrategy for IP Assets. Financialised IP assets democratize access to IP investments for users. Collectors can compose an indexed token tied to the IP asset collection. The trading fees will be used to buy and accumulate more of the underlying IP assets, creating community-owned IP portfolios.

Scaling Mandate:

City ID: Portable, multidimensional reputation system tracking trading conviction, community building, and content creation. Enables targeted rewards and collaboration while preserving privacy.

Viral City: AI-powered video/content creation tools for fans and creators, ensuring brand coherence and maximizing cultural reach. Attribution is built-in for transparent rewards.

Totem Toy City ("Totem"): Bridges digital IP with physical products (e.g., merchandise), using AI to generate production-ready designs and manage logistics. Physical goods become keys to digital experiences and community engagement.

IP RWA Mandate (Composable IP-Offering/CIPO):

Transforms IP into a DeFi asset. Token holders can stake for rewards, and IP can be used as collateral for non-dilutive financing. Liquidity pools and financial rails support instant entry/exit and ecosystem growth. Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.

D.5: Details of all natural or legal persons involved in implementation of crypto-asset project

Khine Theint Theint Zin - Director
Address: Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands

D.6: Utility token classification

False.

D.7: Key features of goods or services for utility token projects

Not applicable as CP is not a utility token as defined under MiCA.

D.8: Plans for the token

Project Achievements to Date:
City Protocol has established a comprehensive vision and technical framework for transforming intellectual property (IP) into programmable, investible assets on Solana. Key achievements include the publication of detailed documentation outlining the protocol's architecture, tokenomics, and modular approach to the IP lifecycle. The project has designed a fair-launch, anti-sniping launchpad integrated with Meteora's infrastructure, ensuring immediate liquidity and discoverability for new IP tokens. The protocol also features an IP verification layer, a portable reputation system (City ID), and AI-powered content creation tools (Viral City), all aimed at empowering creators and communities. These modules are described in detail and form the foundation for the protocol's initial rollout.

Goals and Future Roadmap:
The project's future goals are structured around expanding the protocol's capabilities and ecosystem. Near-term objectives include the launch of the full-lifecycle platform, enabling creators to launch, scale, and monetize IPs with tools for distribution intelligence, community engagement, and physical product integration (Totem Toy City). The next major milestone is the introduction of "City Quest" (noted as "Coming in V2"), which will further gamify and incentivize community participation. Longer-term possibilities include the development of an on-chain IP marketplace, a MicroIP RWA (real-world asset) index fund, a Gacha machine for on-chain loot and merch, and advanced creator tooling for revenue routing and collaboration.

Timeline of Key Milestones:

Pre-launch (Current): Documentation, protocol design, and module specifications published; launchpad and scaling modules architected; Meteora integration planned.

V1 Launch (Imminent): Launchpad, IP verification, City ID, Viral City, and Totem Toy City modules go live for initial users and creators.

V2 (Next Major Update): City Quest module launches, introducing new gamified community incentives.

Future (No specific dates): Expansion to IP marketplace, MicroIP RWA index fund, Gacha machine, and enhanced creator tooling as outlined in "Future Possibilities."

Role of CP Tokens:
CP is the native utility and governance token of the City Protocol ecosystem. Its roles include:

Governance: Voting on roadmap, fees, grants, and creator incubations.

Incentives: Rewarding creators, developers, and builders for contributions such as trading, building, content creation, and liquidity provision.

Medium of Exchange: Used for marketplace transactions, premium tools, and ecosystem features.

Staking: Locking CP for better yields, lower fees, priority allowlists, and exclusive drops. Optional vault boosts and rep multipliers.

Protocol Flywheel: Protocol revenue is used for periodic buybacks and treasury growth, supporting long-term demand and ecosystem rewards.

D.9: Resource allocation

Financial Resources:

Completed a $7 million financing round with investments from Jump, CMT Digital, Mirana, Bitscale Capital, EVG, among others.

Capital is dedicated to platform development, community growth, marketing, fair launch mechanisms, and long-term sustainability.

Human Resources:
Development Team: The project is led by a team of experienced entrepreneurs and engineers in the blockchain, consumer applications, and venture capital ecosystems.

Foundation: To be allocated a portion of funding to support ongoing operations for the project.

Marketing: The project has allocated funding to build a leading ecosystem for intellectual property creation, funding, and distribution.

Technological Resources:
City Protocol has developed or is developing several core technology modules:

Launchpad: A fair-launch platform with bonding curve price discovery, anti-sniping mechanisms, and integration with Meteora's infrastructure for liquidity and discoverability.

City ID: A portable, verifiable reputation system that tracks trading conviction, community building, and content creation, producing a multidimensional reputation score for ecosystem participants.

Viral City: An AI-powered video content creation tool that learns each IP's unique style and enables fans to generate on-brand, short-form viral videos with automatic attribution.

The Totem Toy City: A digital-to-physical bridge that uses AI to generate 3D-printable files and manufacturable designs, supporting on-demand and scalable production of physical IP merchandise.

Integration with Meteora's dynamic bonding curve and SDK is referenced in developer resources, indicating use of external DeFi infrastructure.

D.10: Planned use of collected funds or other tokens

The funds raised by City Protocol will be used mainly to:

Develop and improve the platform’s technology and products.

Hire more talented people to grow the team.

Support marketing efforts to attract users and creators.

Build and launch fair token issuance mechanisms.

Ensure long-term growth and sustainability.

Explore mergers and acquisitions to expand the platform’s offerings and reach.

Part E - Information about the Offer to the Public of Crypto-Assets or their Admission to Trading

E.1: Public offering or admission to trading

ATTR.

E.2: Reasons for public offer or admission to trading

Primary Creative Limited is seeking admission to trading to expand market reach, foster investor confidence, and ensure regulatory alignment, ultimately supporting long-term success and growth.

E.3: Fundraising target

Not applicable. This whitepaper is published solely in relation to the admission to trading of the CP token and does not relate to any public offering.

E.4: Minimum subscription goals

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.5: Maximum subscription goals

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.6: Oversubscription acceptance

There are no oversubscriptions accepted.

E.7: Oversubscription allocation

There are no oversubscriptions accepted.

E.8: Issue price

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.9: Official currency determining issue price

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.10: Subscription fee

There are no subscription fees.

E.11: Offer price determination method

Not applicable.

E.12: Total number of offered or traded other tokens

10 Billion

E.13: Targeted holders

ALL.

E.14: Holder restrictions

There are no restrictions.

E.15: Reimbursement notice

There are no reimbursement rights.

E.16: Refund mechanism

There is no refund mechanism.

E.17: Refund timeline

There is no refund mechanism.

E.18: Offer phases

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.19: Early purchase discount

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.20: Time-limited offer

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.21: Subscription period beginning

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.22: Subscription period end

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.23: Safeguarding arrangements for offered funds or other tokens

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.24: Payment methods for other token purchase

Following distribution, CP may become available for trading on approved secondary markets, including centralized exchanges, subject to listing approval. Once listed, eligible users will be able to purchase CP using supported fiat currencies (e.g., USD, EUR, GBP) or digital assets such as USDC and ETH, depending on the exchange’s available trading pairs.

E.25: Value transfer methods for reimbursement

There are no reimbursement rights.

E.26: Right of withdrawal

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.27: Transfer of purchased other tokens

Via crypto-asset trading platforms on which CP is admitted to trading.

E.28: Transfer time schedule

There is no relevant time schedule.

E.29: Purchaser's technical requirements

There are no technical requirements.

E.30: Other token service provider (CASP) name

Not applicable.

E.31: CASP identifier

Not applicable.

E.32: Placement form

NTAV.

E.33: Trading platforms name

Coinbase Luxembourg S.A.

E.34: Trading platforms market identifier code (MIC)

Not applicable.

E.35: Trading platforms access

Online via the platform.

E.36: Involved costs

Not applicable.

E.37: Offer expenses

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.38: Conflicts of interest

The offeror is not aware of any potential conflict of interest involving the person seeking admission to trading.

E.39: Applicable law

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

E.40: Competent court

British Virgin Islands.

Part F - Information about the Crypto-Assets

F.1: Other token type

Type of Crypto-Asset:

The City Protocol (CP) token is a multi-utility token within the City Protocol ecosystem. Its primary functions include governance (on-chain voting on roadmap, fees, grants, and creator incubations), serving as a medium of exchange for marketplace activities and premium tools, providing staking and utility boosts (such as better yields, lower fees, and exclusive drops), and acting as an incentive for creators, developers, and builders who contribute to the ecosystem. The tokenomics documentation explicitly states that $CP is the key to the entire City Protocol ecosystem, reinforcing its role as both a utility and governance token.

As of 13th October 2025, the token is pre-launch and is not currently available on public markets. Its classification as a utility and governance token means it is intended for use within the City Protocol platform to access services, participate in governance, and receive rewards for ecosystem contributions.

F.2: Other token functionality

CP is the core utility and governance token of the City Protocol ecosystem. Its functionalities and utilities for holders include:

Governance: CP holders can vote on key decisions such as the project roadmap, protocol fees, grants, and creator incubations. Voting is token-weighted and conducted on-chain.

Ecosystem Incentives: Contribute value, earn rewards. Trade volume, content creation, liquidity provision, quest completion, and successful referrals, every positive action generates $CP.

Medium of Exchange: CP serves as the native currency for the City Protocol marketplace, gacha, Totem Toy City, and premium tools. Payments in CP can provide users with boosts and discounts.

Staking and Utility Boosts: Users can lock CP to receive benefits such as higher yields, lower fees, priority access to allowlists, and exclusive drops. Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.

Protocol Revenue Flywheel: Protocol revenue is used for periodic buybacks of CP and to fund the treasury, which supports future rewards and grants. Increased usage leads to more fees, more buybacks, and a positive feedback loop for the token.

F.3: Planned application of functionalities

The following is a phased overview of the implementation of the crypto-assets' functionalities.

At or Near Token Launch (V1):

Launchpad and Fair Launch: The platform emphasizes a fair launch model with bonding curve price discovery and anti-sniping mechanisms. This is described as the entry point for new IPs and is expected to be available at launch.

Core Token Utilities: CP is described as the key to the ecosystem, with utilities including governance, incentives for creators/builders, medium of exchange for marketplace and tools, staking/utility boosts, and protocol revenue buybacks. However, no specific activation dates or rollout schedule for these utilities is provided.

Ecosystem Incentives: Contribute value, earn rewards. Trade volume, content creation, liquidity provision, quest completion, and successful referrals, every positive action generates CP. These mechanisms are described as core to the platform but without a timeline.

City ID, Viral City, Totem Toy City, IP RWA/CIPO: These modules are described in detail as part of the platform's architecture, but there are no explicit dates or phase indicators for their activation. They are implied to be part of the initial or early platform rollout, except where otherwise noted.

Future/Planned (V2):

City Quest: This feature is explicitly labeled as "Coming in V2," indicating it will not be available at initial launch but is planned for a later phase. No date or timeframe is provided.

F.4: Type of crypto-asset white paper

OTHR

F.5: Type of submission

NEWT

F.6: Other token characteristics

Technical Specifications and Underlying Technology:
CP is the native token of the City Protocol, which operates on the Solana blockchain, while the CP token itself is deployed on Base (ERC-20) and Binance Smart Chain (BEP-20). As of the current pre-launch phase, there is no public contract address or decimal information disclosed for CP. The CP Token should be deemed as a “utility token” and in any case as a “crypto-asset other than asset-referenced tokens or e-money tokens” under Title II MiCA. It is not a transferable security in accordance to the definition of MiFID II as implemented in the different Member States of the European Union. CP Token does not fulfill the characteristics of instruments envisaged by Art. 2(4) MiCA. Financial markets law and the duty to publish a prospect for a public offering do not apply to the CP Token.

Functional Aspects and Ecosystem Role:
CP is designed as a multi-utility token central to the City Protocol ecosystem. Its main functions include:

Governance: Token holders can vote on protocol roadmap, fees, grants, and creator incubations. Voting is token-weighted and on-chain, with transparent receipts.

Incentives: Contribute value, earn rewards. Trade volume, content creation, liquidity provision, quest completion, and successful referrals, every positive action generates CP.

Medium of Exchange: CP is used as the native currency for all marketplace activities, gacha, Totem Toy City, and premium tools, providing users with boosts and discounts.

Staking and Utility Boosts: Users can lock CP to receive better yields, lower fees, priority allowlists, and access to exclusive drops.

Protocol Flywheel: Protocol revenue is used for periodic buybacks of CP and to fund the treasury, which supports future rewards and grants. Increased usage leads to more fees, more buybacks, and a positive feedback loop for the token.

Ecosystem Integration:
CP is integrated into a modular protocol architecture, including modules for launchpad, identity (City ID), engagement (Viral City, City Quest), and financialization (Micro-IP Strategy, CIPO). The token is essential for governance, incentives, and all economic activity within the City Protocol ecosystem.

Market Data:
No market data (price, supply, contract address, or trading venues) is available for CP as it is a pre-launch token.

F.7: Commercial name or trading name

Primary Creative Limited

F.8: Website of the issuer

https://cityprotocol.co/

F.9: Starting date of offer to the public or admission to trading

2025-11-26

F.10: Publication date

2025-11-26

F.11: Any other services provided by the issuer

Nothing other than already stated in the whitepaper.

F.12: Language or languages of white paper

English.

F.13: Digital token identifier code used to uniquely identify the crypto-asset or each of the several crypto assets to which the white paper relates, where available

Not available.

F.14: Functionally fungible group digital token identifier, where available

Not applicable.

F.15: Voluntary data flag

False.

F.16: Personal data flag

True.

F.17: LEI eligibility

True.

F.18: Home member state

Luxembourg

F.19: Host member states

Not applicable.

Part G - Information on the Rights and Obligations attached to the Crypto-Assets

G.1: Purchaser rights and obligations

Purchaser Rights and Utilities:
Purchasers of the CP token receive several rights and utilities within the City Protocol ecosystem:

Governance Rights: Holders can vote on the protocol's roadmap, fees, grants, and creator incubations. Voting is token-weighted and conducted on-chain, with transparent receipts. Any future changes will not give holders the right to the management of Primary Creative Limited.

Access to Services: CP serves as the native currency for the platform, enabling access to the marketplace, gacha, Totem Toy City, and premium tools.

Staking and Utility Boosts: Users can lock CP tokens to receive better yields, lower fees, priority allowlists, and exclusive drops.

Incentives: Contribute value, earn rewards. Trade volume, content creation, liquidity provision, quest completion, and successful referrals, every positive action generates CP.

Protocol Revenue Flywheel: Protocol revenue is used for periodic buybacks and to fund the treasury, which supports future rewards and grants. Increased usage leads to more fees and buybacks, creating a demand loop for CP.

There is no evidence in the provided context that CP token holders receive direct ownership rights to underlying intellectual property, revenue sharing (beyond general ecosystem incentives), or dividends.

Responsibilities and Obligations:
Holders and users of CP must adhere to several responsibilities and obligations:

Compliance: Users must comply with all applicable laws, including those related to digital assets, taxation, and anti-money laundering.

Wallet Security: Users are responsible for securely managing their Base/BNB chain wallet and private keys. The platform does not custody user assets.

Platform Rules: Users must not engage in prohibited activities such as market manipulation, use of bots, fraud, or accessing the platform from restricted jurisdictions. Violations may result in suspension or termination of access.

Fees: Users are responsible for all applicable fees, including transaction and gas fees, which may be deducted from their connected wallet.

Risk Acceptance: Users must acknowledge and accept the risks associated with digital assets, including volatility, irreversibility of transactions, and potential technical or regulatory issues.

G.2: Exercise of rights and obligations

Governance and Voting Rights:
Holders of the CP token have the right to participate in governance, including voting on the project roadmap, protocol fees, grants, and creator incubations. Voting is described as token-weighted and on-chain, with clear receipts. However, the specific step-by-step process for voting (such as the governance portal URL, snapshot process, or how to submit proposals) is not detailed in the available documentation. As the token is pre-launch, these mechanisms may not yet be live or fully documented. To exercise governance rights, purchasers will need to hold CP in a Base or BNB chain compatible wallet and follow future instructions provided by the City Protocol team when governance features are launched. Any future changes will not give holders the right to the management of Primary Creative Limited.

Accessing Services and Utilities:
CP serves as the native currency for the City Protocol ecosystem. Token holders can use CP to access and pay for services such as the marketplace, gacha, Totem Toy City, and premium tools. The documentation does not specify the exact user interface or process for accessing these services, but it is implied that holding CP and interacting with the City Protocol platform will be required.

Staking, Locking, and Boosts:
Holders can lock (stake) CP to receive benefits such as better yields, lower fees, priority allowlists, and access to exclusive drops.The documentation does not provide technical details or a step-by-step guide for staking or locking tokens, nor does it specify the contract addresses or staking portal. These features are likely to be introduced post-launch.

G.3: Conditions for modifications of rights and obligations

There are no relevant conditions.

G.4: Future public offers

There are no future offers planned.

G.5: Issuer retained other token

7000000000

G.6: Utility token classification

False.

G.7: Key features of goods or services utility tokens

Not applicable.

G.8: Utility tokens redemption

Not applicable.

G.9: Non-trading request

True.

G.10: Other tokens purchase or sale modalities

Not applicable, as this whitepaper is published in relation to the admission to trading of the CP token and does not relate to any public offering.

G.11: Other tokens transfer restrictions

There are several limitations and conditions on how CP token can be transferred or accessed, based on the available pre-launch documentation:

Geographic Restrictions:

Users are prohibited from accessing or using the City Protocol platform if they are located in, incorporated in, or residents of jurisdictions where such activity would be illegal. This includes countries under sanctions or high-risk jurisdictions such as Russia, Cuba, Iran, North Korea, and Syria, as well as any country on the U.S., U.K., EU, or UN sanctions lists.

Other Conditions:

Users must comply with all applicable laws, including those related to digital assets, taxation, and anti-money laundering. The responsibility for determining and remitting any taxes related to transactions lies with the user.

Note:

As the token is pre-launch, further details may be specified upon mainnet release or in future documentation.

G.12: Supply adjustment protocols

True.

G.13: Supply adjustment mechanisms

Supply adjustment protocols for the CP token are described primarily in terms of periodic buybacks funded by protocol revenue. The documentation states that protocol revenue is used for periodic buybacks and to fund the treasury, with buybacks intended to support the token price and the treasury used for future rewards and grants. This creates a "flywheel" where increased protocol usage generates more fees, which in turn fund more buybacks.

However, the documentation does not specify the exact mechanisms for supply adjustment beyond buybacks. There is no mention of token burning, minting new tokens, or algorithmic rebasing as part of the supply adjustment process. The triggers for supply changes are tied to protocol revenue events, which prompt buybacks, but it is not detailed whether these buybacks result in tokens being burned or simply held by the treasury. The management and implementation details (such as whether these processes are automated or require governance approval) are not described in the available documentation.

G.14: Token value protection schemes

True.

G.15: Token value protection schemes description

Value protection for CP token is implemented through:

Protocol Revenue Flywheel: The protocol uses revenue to periodically buy back CP tokens and fund the treasury, which in turn supports future rewards and grants. This mechanism is designed to create sustained demand for the token and incentivize ongoing participation.

G.16: Compensation schemes

False.

G.17: Compensation schemes description

Not applicable.

G.18: Applicable law

British Virgin Islands.

G.19: Competent court

British Virgin Islands.

Part H - Information on the underlying technology

H.1: Distributed ledger technology (DTL)

Technology and Decentralized Systems:
CP will operate as an ERC-20 and BEP-20 token on the Base and BNB blockchain.

Security, Transparency, and Data Integrity:

Distribution of CP tokens benefits from the decentralized nature of BNB and Base blockchains. Transactions and asset ownership are recorded on distributed ledgers, reducing single points of failure and enhancing resilience.

Cryptographic Security: BNB and Base use advanced cryptographic techniques.

Immutability: Once transactions are finalized on Base or BNB chain, they are immutable—meaning they cannot be altered or deleted.

Transparency: All CP token transactions are publicly viewable on their respective blockchains (BNB chain and Base), allowing anyone to verify asset provenance and transaction history.

Consensus: BNB chain secures its network through a Proof of Staked Authority (PoSA) as its consensus mechanism; Base doesn't have its own independent consensus mechanism. Instead, it inherits security from Ethereum's proof-of-stake consensus.

H.2: Protocols and technical standards

The CP token is deployed on Base and Binance Smart Chain (BNB Chain), implementing the ERC-20 and BEP-20 token standards, respectively. Base operates as an Ethereum Layer 2 solution built on the OP Stack using Optimistic Rollup technology, which inherits Ethereum's Proof of Stake consensus mechanism through mainnet settlement. BNB Chain utilizes the Proof of Staked Authority (PoSA) consensus mechanism with approximately 3-second block times and a validator set of 21 active validators. Both networks are Ethereum Virtual Machine (EVM) compatible and support smart contracts written in Solidity. The token contracts implement standard transfer, approve, and balance functions consistent with the ERC-20/BEP-20 interface specifications.

H.3: Technology used

CP token is EVM-compatible, allowing users to store and manage CP tokens, using any EVM-based wallets that support Base and BNB Chain networks. Examples of the supported wallets include MetaMask, Rabby, Coinbase Wallet, and Brave Wallet. The platform does not custody user assets, and users are responsible for safeguarding their own wallet private keys and passwords. There is no mention of project-operated custody solutions, multisig wallets, hardware wallet recommendations, or specific key management systems in the provided documentation. The platform's Terms of Use explicitly state that City Protocol does not custody user assets and that users must ensure the security of their own wallets and private keys.

H.4: Consensus mechanism

CP is deployed as a token on multiple blockchains, each of which uses a distinct consensus mechanism to agree on transactions and maintain blockchain integrity:

Base: Base is an Ethereum Layer 2 network built on the OP Stack, which uses an Optimistic Rollup model. Transactions are sequenced off-chain and periodically posted to Ethereum. The security of Base is inherited from Ethereum's Proof of Stake (PoS) consensus, and the network employs a fault proof system: transactions are considered valid unless challenged within a set period. This approach allows for high throughput and low fees while maintaining security through Ethereum's consensus and the ability to challenge invalid transactions.

BNB Chain (Binance Smart Chain): BNB Chain uses a Proof of Staked Authority (PoSA) consensus mechanism, also known as Parlia, which combines elements of Proof of Stake and Proof of Authority. In this system, a set of 21 active validators take turns producing blocks every 3 seconds, with validators elected through staking-based governance. Validators must stake BNB tokens as collateral and can be slashed for malicious behavior or poor performance. The validator set is updated every 24 hours based on staking rankings, ensuring both efficiency through rapid block production and security through economic incentives and validator accountability.

H.5: Incentive mechanisms and applicable fees

CP token does not use traditional mining or validator-based network security. Instead, participants are rewarded for contributing value to the ecosystem through activities such as trading, content creation, liquidity provision, quest completion, and successful referrals. These actions generate CP token rewards. Additionally, users can lock (stake) CP tokens to receive benefits such as better yields, lower fees, priority allowlists, and exclusive drops. There is no mention of staking rewards specifically for securing the network in the sense of blockchain consensus; rewards are activity-based and tied to ecosystem participation and staking for utility boosts rather than network security.

H.6: Use of distributed ledger technology

False.

H.7: DLT functionality description

Not applicable.

H.8: Audit

False.

H.9: Audit outcome

Not applicable.

Part I - Information on Risks

I.1: Offer-related risks

Key Risks for Investors in City Protocol (CP) Pre-Launch Token:

Volatility and Economic Loss:
Digital assets on City Protocol, including CP, are highly speculative and subject to significant price volatility. There is a material risk of economic loss, including the potential for total loss of invested capital. Prices can fluctuate rapidly due to market dynamics, and past performance is not indicative of future results.

Bonding Curve and Launch Mechanics:
The public offering uses a bonding curve for price discovery, which can result in rapid price changes and may expose early or late participants to unfavorable pricing. The anti-sniping mechanism aims to prevent bots but does not eliminate all risks of manipulation or unfair advantage.

Conviction Pool and Price Floor Limitations:
The conviction pool is an optional mechanism where developers may lock SOL to provide a price floor. However, the protection is only activated if the token "graduates" (meets certain criteria, such as a market cap threshold) within 5 days. If graduation fails, the SOL is returned to the developer and no price floor is provided. Even when active, the price floor depends on pool size and market conditions, and does not guarantee liquidity or prevent losses.

Graduation and Listing Risks:
Tokens must meet specific requirements (e.g., market cap threshold, fair launch criteria) to "graduate" and be listed on Meteora DBC. Failure to graduate within the set period results in loss of price floor protection and may impact liquidity and tradability.

Smart Contract and Integration Risks:
All transactions are executed via Solana smart contracts. There are risks of bugs, exploits, or vulnerabilities in the protocol, as well as in third-party integrations (e.g., Meteora DBC/DLMM, Streamflow). City Protocol does not custody user assets, and users are responsible for securing their wallets and private keys.

Regulatory and Eligibility Risks:
Participation is restricted in certain jurisdictions (e.g., Russia, Cuba, Iran, North Korea, Syria, and other sanctioned countries). Regulatory changes or enforcement actions may impact the platform's operation or user eligibility. Users are responsible for compliance with local laws, including tax and anti-money laundering requirements.

Market Manipulation and Prohibited Activities:
The platform prohibits market manipulation (e.g., pump-and-dump, wash trading), use of bots, and other abusive practices. Violations may result in suspension or termination of access, and potential reporting to authorities.

Technical and Operational Risks:
There are risks of platform downtime, blockchain forks, network delays, and other technical issues that may affect trading, withdrawals, or token launches. Transactions are irreversible, and City Protocol does not guarantee uninterrupted or error-free service.

Counterparty and Project Risks:
The success of a token depends on the actions and integrity of its creators and the community. There is no guarantee of project delivery, utility, or value. "Rug pulls" and other forms of fraud are possible, especially in community-launched tokens.

No Market Data or External Guarantees:
As a pre-launch token, there is no available market data, trading history, or external price references. Investors should not rely on external market data sites for information about CP.

Limited Liability and No Investment Advice:
City Protocol disclaims liability for losses except in cases of willful misconduct or actual fraud. The platform does not provide investment, financial, or legal advice. Users are solely responsible for due diligence and decision-making.

I.2: Issuer-related risks

Not applicable, as the offeror does not differ to the issuer.

I.3: Other tokens-related risks

Risk factors associated with the CP token, as described in the official project documentation, include:

Speculative and Volatility Risk:
The project explicitly states that digital assets are highly speculative and subject to significant price volatility, posing a material risk of economic loss to participants.

Smart Contract and Technical Risk:
Transactions are executed via Solana smart contracts, and the platform does not custody user assets. The documentation warns of potential technical errors, smart contract bugs, exploits, or code vulnerabilities that could result in loss or other adverse outcomes. No public evidence of a third-party smart contract audit is available in the provided context.

Jurisdictional and Legal Risk:
Users are prohibited from accessing the platform from certain jurisdictions, including those under international sanctions (e.g., Russia, Cuba, Iran, North Korea, Syria) or where use would be illegal under applicable law. Violating these restrictions may result in loss of access or other legal consequences.

Governance and Centralization Risk:
CP is a governance token, with voting power determined by token holdings. This structure may expose the protocol to governance capture or centralization risks, especially given significant allocations to the team (20%) and investors (15%). No vesting or lockup details are provided, which may increase the risk of large holders influencing outcomes or selling tokens.

Liquidity and Market Manipulation Risk:
The project introduces a "Conviction Pool" mechanism, which claims to provide a price floor and protection for early buyers against immediate large price drops. However, the effectiveness of this mechanism depends on the pool size and specific conditions, and there is no guarantee of protection against all forms of market manipulation or illiquidity.

Operational and Counterparty Risk:
As a pre-launch project, there are inherent risks related to the execution of the roadmap, delivery of promised features, and ongoing operation of the protocol. There is no public evidence of insurance, recourse, or guarantees for users.

AML and Data Retention:
The platform may retain personal data as required by law, including for anti-money laundering compliance, which may introduce privacy and regulatory risks.

No Market Data or Audit Disclosure:
No public market data, trading history, or third-party audit information is available for the CP token in the provided context.

These risks are based solely on the information available in the official project documentation and homepage. No external market data or audit verification is included.

I.4: Project implementation-related risks

Project Execution and Management Challenges for City Protocol (CP):

Development Delays and Milestone Risks:
The project involves building a full-stack infrastructure with multiple complex modules, such as the Launchpad, Scaling Mandate (including City ID, Viral City, Totem Toy City, and City Quest V2), and the IP RWA Mandate. The introduction of new features and modules, especially those marked as 'coming in V2', indicates a risk of delays in development and achieving project milestones due to technical complexity and the need for robust integration between components.

Resource Constraints and Team Coordination:
The platform aims to provide a seamless experience for both technical and non-technical users, requiring significant development, design, and support resources. Coordinating efforts across different modules and ensuring consistent user experience may strain available resources, especially in a pre-launch phase.

Reliance on Third-Party Infrastructure:
City Protocol is built on Solana, leveraging its speed and low transaction costs. This creates a dependency on the stability, scalability, and security of the Solana blockchain. Additionally, integration with Meteora's infrastructure and other ecosystem tools (terminals, screeners, trading interfaces) introduces further reliance on external service providers, which could pose operational or compatibility risks.

Technical and Security Risks:
The use of fair launch mechanisms (bonding curve, anti-sniping), on-chain governance, and DeFi primitives for IP financing introduces technical complexity. Any vulnerabilities in smart contracts, bonding curve logic, or anti-sniping mechanisms could be exploited, potentially undermining trust in the platform.

Legal, Compliance, and IP Verification Risks:
The platform's focus on tokenizing intellectual property and enabling real-world asset (RWA) financing for IP introduces legal and compliance challenges. Ensuring proper IP verification, handling cross-jurisdictional legal requirements, and managing the regulatory aspects of DeFi and RWA offerings are significant hurdles that could delay or hinder project execution.

Market Adoption and Ecosystem Risks:
The project's success depends on attracting creators, developers, and users to the platform. Achieving network effects and sustainable growth in a competitive landscape is uncertain, especially as the platform's value proposition relies on broad ecosystem participation and liquidity.

Liquidity and Economic Model Risks:
Mechanisms such as the conviction pool, protocol revenue buybacks, and staking are designed to support long-term price discovery and token value. However, these mechanisms may face challenges in maintaining sufficient liquidity, aligning incentives, and preventing short-term speculation from destabilizing the ecosystem.

Data Privacy and Attribution:
The platform's use of data-driven attribution (e.g., City ID, content attribution graphs) to reward contributors raises potential privacy and data management concerns, especially as the ecosystem scales and more user data is processed.

No explicit risk section is present in the provided documentation, but these challenges and risks are inferred from the described architecture, dependencies, and operational model.

I.5: Technology-related risks

Technology Risks for CP Pre-Launch Token:
The City Protocol is a modular platform designed to bring intellectual property (IP) on-chain, with a focus on fair launches, programmable ownership, and ecosystem incentives. The technology stack and associated risks, based on the official documentation, are as follows:

Smart Contract and Launchpad Risks:

The platform uses a bonding curve for price discovery and a conviction pool for stability. These mechanisms, if not properly implemented or audited, may be vulnerable to smart contract bugs, manipulation, or economic exploits. There is no public evidence of third-party audits or published contract addresses in the provided context.

Anti-sniping mechanisms are mentioned to prevent bot activity, but the effectiveness and security of these features are not detailed.

Third-Party Infrastructure Dependence:

The protocol integrates with Meteora's infrastructure for liquidity and market access. This reliance introduces risks related to the security, uptime, and governance of external platforms.

Verification and Identity Risks:

The IP Verification Layer uses both permissionless (social account linking) and permissioned (manual review) processes. Social verification is susceptible to sybil attacks or account compromise, while permissioned verification introduces centralization and subjective discretion risks.

City ID creates a portable, pseudonymous reputation system. While privacy is emphasized, there is a risk of data leakage, inaccurate reputation scoring, or unintended deanonymization if not carefully managed.

AI and Content Risks:

The Viral City and related modules use AI to drive content creation and engagement. This introduces risks of algorithmic bias, misuse, or potential IP infringement if AI-generated content is not properly governed.

Tokenomics and Centralization:

Protocol revenue is used for buybacks and treasury management, which may be subject to centralization risk if not transparently governed.

Audit and Security Disclosure:

No public evidence of smart contract audits, formal security disclosures, or bug bounty programs is present in the provided context.

These risks are inherent to the described architecture and processes, and may evolve as the project matures or more technical details are published.

I.6: Mitigation measures

City Protocol (CP) implements several mitigation measures for risks associated with its technology, as described in its official documentation:

Conviction Pool: Developers can optionally deposit SOL into a Conviction Pool when launching a token. This pool provides a price floor safety net for early buyers. If the token reaches a specified market cap ("graduates"), the SOL is injected into a DLMM (Dynamic Liquidity Market Maker) pool at the set price floor, protecting buyers from steep price drops. If the token does not graduate within 5 days, the SOL is returned to the developer.

Developer Token Lock: After the Conviction Pool closes, any tokens swapped by developers are locked for 30 days on Streamflow, preventing immediate dumping by the team.

Automated Graduation and Smart Contracts: The process of token graduation (transition from bonding curve to Meteora DBC liquidity) is handled instantly by smart contracts, reducing human intervention and associated risks.

Anti-Bot and Fair Launch Measures: The platform's Terms of Use prohibit the use of bots or automated tools to manipulate the platform, aiming to ensure a fair launch environment.

User Security Reminders: Users are reminded to safeguard their wallet private keys and passwords to mitigate risks of hacking or asset loss.

No public evidence was found in the provided context regarding formal security audits, KYC, multisig, admin key management, or contract upgradability for City Protocol.

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

S.1: Name

Primary Creative Limited

S.2: Relevant legal entity identifier

254900JDFQ2EAGJHU889

S.3: Name of the crypto-asset

CP

S.4: Consensus mechanism

Token / No Consensus Algorithm.

S.5: Incentive mechanisms and applicable fees

Tokens do not have an own consensus mechanism, but rely on the consensus mechanism of one or multiple underlying crypto-asset networks. Depending on the token design, incentive mechanisms arise from the utility, scarcity, or governance rights.

S.6: Beginning of period to which disclosed information relates

2025-10-13

S.7: End of period to which disclosed information relates

2025-10-26

S.8: Energy consumption

27.87934

S.9: Energy consumption sources and methodologies

Data provided by CCRI; all indicators are based on a set of assumptions and thus represent estimates; methodology description and overview of input data, external datasets and underlying assumptions available at: https://carbon-ratings.com/dl/whitepaper-mica-methods-2024 and https://docs.mica.api.carbon-ratings.com. We do not account for any offsetting of energy consumption or other market-based mechanism as of today.

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