ABC
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No.FieldCONTENT TO BE REPORTED
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00Table of contentsCell 14: Part A - Information about the Offeror or the Person Seeking Admission to Trading

Cell 32: Part B - Information about the Issuer, If Different from the Offeror or Person Seeking Admission to Trading

Cell 45: Part C - Information about the Operator of the Trading Platform

Cell 60: Part D - Information about the Crypto-Asset Project

Cell 71: Part E - Information about the Offer to the Public of Crypto-Assets or their Admission to Trading

Cell 112: Part F - Information about the Crypto-Assets

Cell 133: Part G - Information on the Rights and Obligations attached to the Crypto-Assets

Cell 153: Part H - Information on the underlying technology

Cell 163: Part I - Information on Risks

Cell 169: Part J - Sustainability Disclosures
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01Date of notification2025-10-28
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02Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114This 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.
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03Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114This 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.
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04Statement in accordance with Article 6(5), points (a), (b), (c), of Regulation (EU) 2023/1114The 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.
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05Statement in accordance with Article 6(5), point (d), of Regulation (EU) 2023/1114False.
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06Statement in accordance with Article 6(5), points (e) and (f), of Regulation (EU) 2023/1114The 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.
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SUMMARY
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07Warning in accordance with Article 6(7), second subparagraph, of Regulation (EU) 2023/1114Warning

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.
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08Characteristics of the crypto-assetThe City Protocol (CP) token is a multi-utility token designed to power the City Protocol ecosystem. Its primary functions include:

Governance: Providing holders with on-chain voting rights regarding the protocol roadmap, service fees, treasury grants, and developer incubations.

Infrastructure Utility: Serving as a medium of exchange for accessing premium modular tools, identity verification services via City ID, and institutional-grade vault management within the Capital Layer.

Incentives and Rewards: Acting as the primary incentive for creators, developers, and users who contribute verifiable value to the ecosystem through the Attention Layer (e.g., content creation, quest completion) and Capital Layer (e.g., liquidity provision).

Staking and Service Boosts: Allowing users to lock CP tokens to receive infrastructure benefits, including enhanced yields in vaults, lower transaction fees, and priority access to reward campaigns.

Protocol Flywheel: Facilitating a sustainable economic cycle where protocol-generated revenue is used for strategic buybacks and treasury growth.

As of 13th October 2025, the CP token is in its pre-launch phase and is not yet available on public markets. The token is deployed as an ERC-20 token on Base and a BEP-20 token on Binance Smart Chain. It is classified as a utility and governance token, intended strictly for accessing protocol services, participating in decentralized governance, and receiving rewards for ecosystem contributions. Under the MiCA framework, it is considered a crypto-asset other than asset-referenced tokens or e-money tokens and is not a transferable security under MiFID II.
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09Only applicable if field 05 is true. Information about the quality and quantity of goods or services to which the utility tokens give access and restrictions on the transferability.05 is false so this section is not applicable.
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10Key information about the offer to the public or admission to tradingThis white paper has been prepared for the purposes of seeking admission to trading.
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Part A - Information about the Offeror or the Person Seeking Admission to Trading
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A.1Provide the official name of the crypto-asset projectPrimary Creative
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A.2Legal form of the offeror or the person seeking admission to tradingLimited
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A.3Registered address of the offeror or the person seeking admission to tradingIntershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands
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A.4Head office of the offeror or the person seeking admission to tradingIntershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands
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A.5Date of the registration (i.e., incorporation date)2025-10-31
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A.6Legal entity identifier (LEI) of the offeror or person seeking admission to trading254900JDFQ2EAGJHU889
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A.7National identifier based on the nationality of the offeror or the person seeking admission to trading, if required under the applicable national law2191837
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A.8Contact telephone number of the offeror or the person seeking admission to trading+12844942233
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A.9E-mail address of the offeror or the person seeking admission to tradingjwong@cityprotocol.co
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A.10Period of days within which an investor will receive an answer via that telephone number or e-mail030
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A.11Where applicable, the name of the parent company of the offeror or the person seeking admission to trading and its legal entity identifier as defined in ISO 17442 or another identifier required pursuant to applicable national lawCity Foundation
CR-427284
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A.12Identity, business address, and functions of each person that is a member of the management body of the offeror or the person seeking admission to trading1
Khine Theint Theint Zin
Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands
Director
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A.13Business or professional activity of the offeror or person seeking admission to trading, including principal activities and principal marketsBusiness or Professional Activity of the Offeror:

Primary Creative Limited is the developer of City Protocol, a modular neofinance infrastructure layer built on Base. The platform provides founders and developers with a comprehensive SDK to launch, operate, and distribute tokenized investment strategies and reward campaigns through a unified integration. The principal activities include:

Neofinance-as-a-Service (Capital Layer): Providing institutional-grade vault infrastructure that mirrors traditional asset management workflows (request, valuation, settlement, and claim). The stack enables projects to integrate yield strategies, swaps, lending/borrowing, fiat on/off ramps, payments, and KYC/AML compliance through a single, non-custodial, and chain-abstracted SDK.

Community Engagement and Identity (Attention Layer): Operating "Viral City," a product that allows founders to measure community mindshare and distribute rewards based on user-generated content (UGC) impact. This is supported by "City ID," a reputation and identity layer designed to rank contribution quality and provide robust protection against Sybil attacks.

On-Chain Asset Management: Enabling the creation of audited, on-chain vaults with role-separated permissions (curator, valuation provider, admin, and whitelist manager) to ensure secure and transparent financial operations for developers and decentralized applications.

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:

Web3 Founders and Developers: Teams seeking a modular, "all-in-one" infrastructure to launch tokenized vaults, payments, and financial services without the complexity of multiple third-party integrations.

Digital Asset Managers and Curators: Professionals requiring institutional-grade vault architecture for managing investment strategies, asset valuation, and on-chain settlement.

Community-Led Projects: Founders looking to engineer virality and incentivize authentic community growth through verifiable UGC impact and reputation-based reward systems.

The Base Ecosystem: As an infrastructure layer for Base, City Protocol targets projects within this network to provide a scalable foundation for neofinance applications.

Institutional DeFi Participants: Investors and entities requiring compliant, audited, and permissioned on-chain financial primitives including KYC/AML-integrated workflows.
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A.14Where applicable, business or professional activity of the parent company, including principal activities and principal marketsThe 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.
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A.15Indication as to whether the issuer has been established within the past three yearsTRUE
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A.16Financial condition of the offeror or person seeking admission to trading over the past three years, including a comprehensive analysis of development, performance, financial and non-financial key performance indicators, and capital resourcesNot applicable as the person seeking admission to trading was established in 2025.
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A.17Description of the financial condition of the offeror or person seeking admission to trading since the date of its registration, including a comprehensive analysis of development, performance, financial and non-financial key performance indicators, and capital resourcesFinancial 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.
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Part B - Information about the Issuer, If Different from the Offeror or Person Seeking Admission to Trading
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B.1Indication as to whether the issuer is different from the offeror or person seeking admission to tradingFalse.
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B.2Name of the issuerNot applicable as the issuer is the person seeking admission to trading.
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B.3Legal form of the issuerNot applicable as the issuer is the person seeking admission to trading.
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B.4Registered address of the issuerNot applicable as the issuer is the person seeking admission to trading.
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B.5Head office of the issuer, where different than registered addressNot applicable as the issuer is the person seeking admission to trading.
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B.6Date of the registration (i.e., incorporation date) of the issuerNot applicable as the issuer is the person seeking admission to trading.
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B.7Legal entity identifier (LEI) of the issuerNot applicable as the issuer is the person seeking admission to trading.
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B.8National identifier based on the nationality of the issuer, if required under the applicable national lawNot applicable as the issuer is the person seeking admission to trading.
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B.9Where applicable, the name of the parent company and its legal entity identifier as defined in ISO 17442 or another identifier required pursuant to applicable national lawNot applicable as the issuer is the person seeking admission to trading.
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B.10Identity, business address, and functions of each person that is a member of the management body of the issuerNot applicable as the issuer is the person seeking admission to trading.
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B.11Business or professional activity of the issuer, including principal activities, principal markets, and recent financial conditionNot applicable as the issuer is the person seeking admission to trading.
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B.12Where applicable, business or professional activity of the parent company, including principal activities and principal marketsNot applicable as the issuer is the person seeking admission to trading.
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Part C - Information about the Operator of the Trading Platform
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C.1Name of the operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.2Legal form of the operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.3Registered address of the operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.4Head office of the operator of the trading platform, where different than registered addressNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.5Date of the registration (i.e., incorporation date) of the operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.6Legal entity identifier (LEI) of the operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.7National identifier based on the nationality of the operator of the trading platform, if required under the applicable national lawNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.8Where applicable, the name of the parent company and legal entity identifier of the operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.9The reason why the operator drew up the crypto-asset white paperNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.10Identity, business address, and functions of each person that is a member of the management body of the operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.11Business or professional activity of the operator, including principal activities and principal marketsNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.12Where applicable, business or professional activity of the parent company, including principal activities and principal marketsNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.13Identity of the person drawing up the crypto-asset white paper, if different from the offeror, person seeking admission to trading, issuer, or operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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C.14Reason for drawing up the white paper by a person different from the offeror, person seeking admission to trading, issuer, or operator of the trading platformNot applicable as the person seeking admission to trading is not the operator of the trading platform.
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Part D - Information about the Crypto-Asset Project
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D.1Name of the crypto-asset project, if different from the name of the offeror or person seeking admission to tradingCity Protocol
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D.2Name of the crypto-assets, if different from the name of the offeror or person seeking admission to tradingCP token.
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D.3Abbreviation or ticker handler of the crypto-assetsCP.
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D.4A brief description of the crypto-asset projectProject Purpose and Vision:

City Protocol is a modular neofinance infrastructure layer built on the Base network. Its purpose is to eliminate the technical and operational fragmentation that prevents founders and developers from launching sophisticated on-chain financial products. By providing a unified "Neofinance-as-a-Service" stack, the project envisions a financial ecosystem where tokenized investment strategies, institutional-grade vaults, and reward campaigns are as easy to deploy as a standard web application. City Protocol seeks to bridge the gap between traditional asset management workflows and decentralized finance, making capital management more transparent, efficient, and programmable.

Goals:

Streamline Web3 Development: Provide a comprehensive SDK that replaces the need for dozens of disparate integrations, reducing the cost, time, and risk associated with building on-chain financial products.

Engineer Verified Virality: Enable founders to measure and reward authentic community mindshare through data-driven identity and reputation systems rather than simple social metrics.

Institutionalize On-Chain Finance: Bring professional-grade vault architecture—including roles for curators, valuation providers, and whitelist managers—to the decentralized ecosystem.

Foster Chain-Abstracted Liquidity: Support non-custodial yield strategies, swaps, and payments that work seamlessly across different verticals through audited and secure infrastructure.

Key Features and How It Operates:

Capital Layer (Neofinance-as-a-Service):

Operates as a plug-and-play stack for projects to integrate institutional-grade vaults, yield strategies, lending/borrowing, and swaps.

Includes integrated fiat on/off-ramps, payment rails, and built-in KYC/AML compliance workflows to ensure regulatory readiness for developers.

Features a sophisticated vault architecture that mirrors traditional asset management (request, valuation, settlement, and claim) with role-separated permissions to ensure security and administrative clarity.

Attention Layer (Viral City & City ID):

Viral City: A specialized engine that allows founders to quantify real mindshare contribution. It enables the distribution of rewards based on actual User-Generated Content (UGC) impact rather than vanity metrics like follower counts.

City ID: A portable reputation and identity layer assigned to every user. It ranks the quality of individual contributions and serves as a primary defense against Sybil attacks, ensuring rewards reach genuine participants.

Modular SDK & Infrastructure:

The protocol functions through a single, modular SDK that abstracts the complexity of smart contract interactions.

Developers can select specific modules—such as "Vaults," "Identity," or "Payments"—to stitch together custom financial experiences that are fully audited and non-custodial.

Compliance & Security Mandate:

All financial primitives are built with a focus on institutional standards, providing clear settlement paths and transparent valuation models.

Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.
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D.5Details of advisors, development team, crypto-assets service providers, and other persons involved in the implementation of the crypto-asset project, including business addresses or domicile of the company1
Development team, Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands, Khine Theint Theint Zin
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D.6Indication as to whether the crypto-asset project concerns utility tokensFalse.
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D.7Key features of the goods or services to be developed for utility tokens crypto-asset projectsNot applicable as CP is not a utility token as defined under MiCA.
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D.8Information about the crypto-asset project, including the description of the past and future milestonesProject Achievements to Date:
City Protocol has established a comprehensive technical framework for a modular neofinance infrastructure layer, primarily standard to the Base ecosystem. Key achievements include the architectural design of a dual-layer system—the Capital Layer for vault management and the Attention Layer for verifiable contribution tracking. The project has successfully developed the City ID reputation system and the Viral City module to incentivize user-generated content (UGC). Furthermore, the project has documented the deprecation phases of legacy stablecoins (such as BUSD and TUSD) on the BNB Beacon Chain and assisted in the revision of whitepapers for token issuance entities like EarthX Ltd. and City Protocol.

Goals and Future Roadmap:
The project's future goals are focused on scaling its "Neofinance-as-a-Service" SDK on the Base network. Near-term objectives include the deployment of the full modular stack, enabling creators and developers to utilize institutional-grade vaults and distribution intelligence tools. A major upcoming milestone is the launch of City Quest, which will introduce gamified community incentives. Longer-term goals include expanding the Capital Layer to include advanced yield strategies and cross-chain liquidity modules, alongside the continued evolution of the Viral City engagement tools.

Timeline of Key Milestones:

Pre-launch (Current): Publication of modular infrastructure specifications and whitepapers; completion of the City ID and Viral City architecture; monitoring of legacy stablecoin deprecations.

V1 Launch (Imminent): The modular SDK, Capital Layer vaults, and Attention Layer rewards go live for initial developers and creators within the Base ecosystem.

V2 (Next Major Update): Launch of the City Quest module, introducing new gamified incentives and deeper integration with the City ID reputation system.

Future (No specific dates): Expansion of neofinance-as-a-service features, including advanced vault modules, broader cross-chain token utility, and institutional-grade creator tooling.

Role of CP Tokens:
CP is the native utility and governance token for the City Protocol ecosystem, deployed on Base (ERC-20) and Binance Smart Chain (BEP-20). Its roles include:

Governance: Holders participate in voting on protocol fees, ecosystem grants, and future roadmap priorities.

Incentives: Rewarding participants for contributing verifiable value through the Attention Layer (e.g., content creation) and providing liquidity via the Capital Layer.

Utility & Staking: Locking CP tokens grants access to infrastructure benefits, such as enhanced vault yields, lower service fees, and priority access to reward campaigns.

Protocol Flywheel: Fees generated from the infrastructure layers are utilized for periodic buybacks and to fund the treasury, supporting a sustainable ecosystem cycle.
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D.9Information about resources already allocated to the projectFinancial 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.
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D.10Planned use of any funds or other crypto-assets collectedThe 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.
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Part E - Information about the Offer to the Public of Crypto-Assets or their Admission to Trading
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E.1Indication as to whether the crypto-asset white paper concerns an offer to the public of crypto-assets or their admission to tradingATTR.
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E.2Reasons for the offer to the public or for seeking admission to trading, including the intended use of the funds raised with the offerPrimary 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.
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E.3Amount that the offer to the public intends to raise in funds or in any other crypto-asset in an official currency or any other crypto-assetsNot 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.
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E.4Minimum target subscription goals set for the offer to the public of the crypto-assets in an official currency or any other crypto-assetsNot 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.
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E.5Maximum target subscription goals set for the offer to the public of the crypto-assets in an official currency or any other crypto-assetsNot 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.
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E.6Indication whether oversubscriptions are acceptedThere are no oversubscriptions accepted.
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E.7How oversubscriptions are allocated if acceptedThere are no oversubscriptions accepted.
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E.8The issue price of the crypto-asset being offered to the public in an official currency or any other crypto-assetsNot 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.
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E.9The official currency or any other crypto-assets on the basis of which the issue price of the crypto asset is being offered to the publicNot 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.
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E.10Any applicable subscription fee in an official currency or any other crypto-assetsThere are no subscription fees.
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E.11Method in accordance with which the offer price will be determinedNot applicable.
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E.12Total number of crypto-assets to be offered to the public or admitted to trading10 Billion
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E.13Indication of the prospective holders targeted by the offer to the public of the crypto-asset or admission of such crypto-asset to tradingALL.
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E.14Any restriction regarding the type of holders for such crypto-asset, whether retail or professional investorsThere are no restrictions.
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E.15Notice regarding reimbursement for purchasers if certain conditions are not metThere are no reimbursement rights.
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E.16Detailed description of the refund mechanismThere is no refund mechanism.
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E.17Expected timeline of when refunds will be completedThere is no refund mechanism.
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E.18Information about the various phases of the offer to the public of the crypto-assetNot 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.
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E.19Information on discounted purchase price for early purchasers of the crypto-asset and its impact on other investorsNot 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.
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E.20Indication whether the offer is time-limitedNot 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.
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E.21Beginning date of the subscription period for time-limited offersNot 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.
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E.22End date of the subscription period for time-limited offersNot 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.
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E.23Arrangements to safeguard funds or other crypto-assets during the time-limited offer or withdrawal periodNot 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.
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E.24Methods of payment to purchase the crypto-assetsFollowing 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.
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E.25Methods of transfer of the value to the purchasers when they are entitled to be reimbursedThere are no reimbursement rights.
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E.26Information on the right of withdrawal for purchasers in the case of offers to the publicNot 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.
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E.27Manner of transferring purchased crypto-assets to the holdersVia crypto-asset trading platforms on which CP is admitted to trading.
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E.28Time schedule of transferring purchased crypto-assets to the holdersThere is no relevant time schedule.
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E.29Technical requirements that the purchaser must fulfill to hold the crypto-assetsThere are no technical requirements.
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E.30Name of the crypto-asset service provider in charge of the placing of crypto-assets, if applicableNot applicable.
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E.31Legal entity identifier of the crypto-asset service provider in charge of the placing of crypto-assets, if availableNot applicable.
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E.32Form of placement, whether with a firm commitment basis, without a firm commitment basis, or not applicableNTAV.
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E.33Name of the trading platforms for crypto-assets where admission to trading is sought, if applicableCoinbase Luxembourg S.A.
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E.34Segment MIC for the trading platform where the admission to trading of the crypto-assets is soughtNot applicable.
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E.35Information about how investors can access trading platforms, if applicableOnline via the platform.
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E.36Information about the costs involved, if applicableNot applicable.
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E.37Expenses related to the offer to the public of crypto-assets, including monetary values and types of expensesNot 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.
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E.38Potential conflicts of interest of the persons involved in the offer to the public or admission to tradingThe offeror is not aware of any potential conflict of interest involving the person seeking admission to trading.
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E.39Law applicable to the offer to the public of the crypto-assetNot 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.
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E.40Jurisdiction of the courts in case of disputes arising from the white paperBritish Virgin Islands.
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Part F - Information about the Crypto-Assets
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F.1Type of crypto-asset that will be offered to the public or for which admission to trading is soughtThe City Protocol (CP) token is a multi-utility and governance token native to the City Protocol infrastructure layer on Base. As a foundational asset for the protocol’s neofinance and attention layers, the token is designed to facilitate the following functions:

Governance: Providing holders with the right to participate in on-chain voting regarding protocol upgrades, fee structures, modular SDK expansions, and ecosystem grant allocations.

Protocol Utility and Access: Serving as the primary mechanism to access premium features within the Neofinance-as-a-Service stack, including advanced vault analytics, institutional-grade valuation tools, and custom reward campaign templates.

Incentivization and Reputation: Acting as the reward medium for the "Attention Layer," where it is distributed to users and creators based on verified contribution impact and City ID reputation scores.

Ecosystem Alignment: Serving as a utility boost for developers and partners who build on the City Protocol SDK, potentially offering reduced integration fees or enhanced distribution reach within the network.

As of April 2026, the token is in its pre-launch phase and is not currently available on public markets. Its classification as a utility and governance token reflects its intent to power a modular infrastructure where $CP serves as the key to securing, governing, and scaling the City Protocol ecosystem. Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.
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F.2Description of the functionality of the crypto-assets being offered or admitted to trading$CP is the core utility and governance token of the City Protocol infrastructure. Its functionalities within the dual-layer ecosystem include:

Governance: $CP holders are granted token-weighted voting rights to influence the protocol’s evolution. This includes deciding on the integration of new modular SDK features, adjusting protocol-wide fee structures for neofinance services, and directing ecosystem treasury grants for developers building on the Capital Layer.

Infrastructure Access and Settlement: $CP acts as the settlement currency for premium infrastructure services. Asset issuers and developers must consume or hold $CP to unlock advanced vault templates, traffic distribution slots within the Attention Layer, and enhanced data analytics for investment strategies.

Incentivization and Reputation (Attention Layer): The token serves as the primary reward for verified "Mindshare" contributions. Through the Viral City module, $CP is distributed to users who generate authentic impact, while $CP staking can be used by creators to enhance their City ID account weight and visibility within the ecosystem.

Protocol Revenue Flywheel: A portion of the fees generated from neofinance operations (such as vault management, swaps, and reward campaigns) is funneled into the protocol treasury. These resources are utilized for strategic $CP buybacks or to fund further innovation in the SDK, creating a sustainable loop between infrastructure usage and token utility.

Staking and Utility Boosts: Partners and developers can lock $CP to gain priority access to the modular SDK’s newest features, lower integration costs, and enhanced reputation tiers within the City ID framework. Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.
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F.3Information about when the functionalities of the crypto-assets are planned to applyThe implementation of $CP token functionalities is structured around the phased deployment of the City Protocol infrastructure layers on Base.

At or Near Token Launch (V1):

Modular SDK & Capital Layer: The core "Neofinance-as-a-Service" stack is expected to be available, allowing projects to deploy institutional-grade vaults and tokenized investment strategies. $CP utility for infrastructure access and settlement will be active at this stage.

Viral City & Attention Layer: The engine for measuring mindshare and UGC impact is planned for initial release. This includes the activation of $CP as the primary reward mechanism for verified community contributions.

City ID (Identity Layer): The reputation and identity framework will be live at launch to provide Sybil protection and rank contribution quality across the ecosystem.

Governance (Phase I): Core governance functionality will be enabled, allowing $CP holders to vote on foundational protocol parameters and the inclusion of initial third-party modules into the SDK.

Protocol Revenue Flywheel: The mechanism for capturing fees from vault operations and neofinance services to fund the protocol treasury and strategic buybacks is intended to be active upon the commencement of platform services.

Future/Planned (V2 & Expansion):

Advanced Institutional Modules: Enhanced features such as automated cross-chain lending/borrowing and expanded fiat-to-vault on-ramp integrations are planned for subsequent iterations of the Capital Layer.

City Quest & Extended Incentives: Advanced gamified questing modules designed to deepen community engagement are explicitly planned for V2. This phase will introduce more granular $CP utility boosts for long-term participants.

Ecosystem DAO Expansion: Full decentralization of the modular SDK repository, where $CP holders can vote on and approve complex third-party infrastructure integrations, is planned as the protocol matures.

Please note that any staking activity is related to other products and not in relation to the issuance of CP itself. All timelines are subject to technical development milestones and security audits.
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F.4Type of white paper notifiedOTHR
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F.5Type of submission: New, Modify, Error, or CorrectionNEWT
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F.6Description of the characteristics of the crypto-asset, including classification data and functionalityTechnical 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 infrastructure. Its main functions include:

Governance: Token holders can vote on the modular SDK roadmap, protocol fee structures, and ecosystem grants. Voting is token-weighted and conducted on-chain.

Infrastructure Incentives: Users and developers earn rewards for verified contributions to the ecosystem. Activities such as generating Mindshare impact via Viral City or providing liquidity within the vault architecture generate $CP.

Access and Settlement: $CP is used to settle fees for premium infrastructure tools, institutional-grade vault templates, and enhanced distribution features within the Attention Layer.

Staking and Utility Boosts: Users can lock $CP to receive infrastructure-related benefits, such as enhanced reputation scores (City ID), lower integration fees, and priority access to new modular features. Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.

Protocol Flywheel: Revenue generated from neofinance services is used for strategic $CP buybacks and to fund the protocol treasury, which supports continuous SDK innovation and builder grants.

Ecosystem Integration:

$CP is integrated into a modular infrastructure architecture, consisting of the Capital Layer (Neofinance-as-a-Service) and the Attention Layer (Viral City and City ID). The token is essential for governing the modular SDK, incentivizing authentic community contribution, and facilitating all economic activity within the City Protocol network.

Market Data:

No market data (price, supply, contract address, or trading venues) is available for $CP as it is a pre-launch token.
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F.7Commercial name or trading name of the issuerPrimary Creative Limited
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F.8Website of the issuerhttps://cityprotocol.co/
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F.9Starting date or intended starting date of offer to the public or admission to trading2025-11-26
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F.10Effective or intended publication date of the white paper or modified white paper2025-11-26
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F.11Other services provided by the issuer not covered by Regulation (EU) 2023/1114Nothing other than already stated in the whitepaper.
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F.12Language or languages in which the crypto-asset white paper is draftedEnglish.
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F.13Code used to uniquely identify the crypto-asset or each of the several crypto assets to which the crypto-asset white paper relates, where availableNot available.
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F.14Code used to uniquely identify the functionally fungible group to which the digital asset belongs (i.e., common to each of the several assets to which the white paper relates, i.e. Code used to identify the white paper ISO 24165 DTI of type = 3 (i.e., functionally fungible group), where available.Not applicable.
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F.15Flag indicating the mandatory or voluntary nature of the white paperFalse.
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F.16Flag indicating if the submitted white paper contains personal dataTrue.
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F.17Indication that the issuer is eligible for a Legal Entity IdentifierTrue.
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F.18Home member state as defined in Regulation (EU) 2023/1114Luxembourg
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F.19Host member state as defined in Regulation (EU) 2023/1114Not applicable.
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Part G - Information on the Rights and Obligations attached to the Crypto-Assets
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G.1Description of the rights and obligations of the purchaserPurchaser Rights and Utilities:

Purchasers of the $CP token receive several rights and utilities within the City Protocol infrastructure:

Governance Rights: Holders can vote on the modular SDK roadmap, protocol fee structures, and ecosystem grant allocations. Voting is token-weighted and conducted on-chain. Any future changes will not give holders the right to the management of Primary Creative Limited.

Access to Infrastructure Services: $CP serves as the utility currency for the platform, enabling access to premium neofinance tools, institutional-grade vault templates, and traffic distribution features within the Attention Layer.

Staking and Utility Boosts: Users can lock $CP tokens to receive benefits such as higher yields within the vault architecture, lower integration fees for developers, and enhanced reputation scores via City ID. Please note that any staking activity is related to other products and not in relation to the issuance of $CP itself.

Ecosystem Incentives: Users and creators earn $CP by contributing verifiable value, such as generating mindshare impact through Viral City or providing liquidity to the protocol's capital layer.

Protocol Revenue Flywheel: A portion of protocol revenue from neofinance services is used for strategic buybacks and to fund the treasury, which supports continuous SDK innovation and community rewards.

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 (KYC/AML).

Wallet Security: Users are responsible for securely managing their Base or Binance Smart Chain (BNB Chain) wallets and private keys. The platform operates on a non-custodial basis and does not hold user assets.

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

Fees: Users are responsible for all applicable fees, including protocol-level service fees and network gas fees required for transaction settlement on Base or BNB Chain.

Risk Acceptance: Users must acknowledge and accept the risks associated with digital assets and modular infrastructure, including volatility, the irreversibility of on-chain transactions, and potential technical or regulatory shifts.
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G.2Procedure and conditions for the exercise of rightsGovernance and Voting Rights:
Holders of the $CP token have the right to participate in the governance of the City Protocol infrastructure, including voting on the modular SDK roadmap, protocol fee structures, and ecosystem grants. Voting is token-weighted and conducted on-chain. However, the specific step-by-step process for voting—such as the governance portal URL, proposal submission guidelines, or snapshot mechanisms—is not detailed in current documentation as the token is pre-launch. To exercise governance rights, purchasers will need to hold $CP in a Base or BNB Chain compatible wallet and follow instructions provided by the City Protocol team upon the activation of governance features. Any future changes will not give holders the right to the management of Primary Creative Limited.

Accessing Services and Utilities:
$CP serves as the utility currency for the City Protocol ecosystem. Token holders can use $CP to access and pay for premium neofinance infrastructure services, institutional-grade vault templates, and enhanced distribution tools within the Attention Layer (Viral City). The documentation implies that holding $CP and interacting with the modular SDK or the official platform interface will be required to utilize these services, though exact user interface details have not yet been disclosed.

Staking, Locking, and Boosts:
Holders can lock or stake $CP to receive infrastructure-related benefits, such as enhanced yields within the Capital Layer, reduced service fees for developers, and improved reputation scores via City ID. The current documentation does not provide a technical step-by-step guide or specific contract addresses for these staking features, as they are intended for post-launch activation. Please note that any staking activity is related to other products and not in relation to the issuance of $CP itself.
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G.3Conditions under which the rights and obligations may be modifiedThere are no relevant conditions.
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G.4Information on future offers to the public of crypto-assets by the issuer, if applicableThere are no future offers planned.
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G.5Number of crypto-assets retained by the issuer itself, if applicable7000000000
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G.6Indication as to whether the offer to the public of crypto-assets or their admission to trading concerns utility tokensFalse.
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G.7Information about the quality and quantity of goods or services to which the utility tokens give accessNot applicable.
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G.8Information on how utility tokens can be redeemed for goods or services, if applicableNot applicable.
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G.9Indication as to whether an admission to trading is soughtTrue.
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G.10Information on how and where the crypto-assets can be purchased or sold after the offer to the public, if admission to trading is not soughtNot 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.
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G.11Restrictions on the transferability of the crypto-assets being offered or admitted to tradingThere 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.
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G.12Indication as to whether the crypto-asset has protocols for adjusting supply in response to changes in demandTrue.
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G.13Description of the functioning of supply adjustment protocols, if applicableSupply adjustment protocols for the $CP token are primarily driven by periodic buybacks funded by protocol-generated revenue. As a modular infrastructure layer on Base and Binance Smart Chain, City Protocol generates fees through its Capital Layer (e.g., vault management, yield strategies, and neofinance-as-a-service SDK usage) and its Attention Layer (e.g., reward campaign distribution and Viral City engagement tools). These fees fund a "flywheel" mechanism where protocol revenue is used for strategic buybacks to support the treasury and ecosystem development.
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G.14Indication as to whether the crypto-asset has a protection scheme protecting its valueTrue.
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G.15Description of the protection schemes protecting the value of the crypto-assets, if applicableValue 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.
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G.16Indication as to whether the crypto-asset has compensation schemesFalse.
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G.17Description of the compensation schemes, if applicableNot applicable.
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G.18Law applicable to the crypto-assetsBritish Virgin Islands.
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G.19Jurisdiction of the courts in case of disputes arising from the white paperBritish Virgin Islands.
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Part H - Information on the underlying technology
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H.1Information on the technology used, including distributed ledger technology. Distributed Ledger Technology (DLT) describes a decentralized and distributed network system architecture where multiple participants maintain and verify a shared database. Unlike traditional databases, DLT systems do not rely on a central authority to ensure data consistency and security. They distribute control across a network of computers (nodes) and require all changes to be recorded and agreed upon by the nodes. This distributed approach enhances the resilience and security of the system and ensures transparency of the data stored without the need for trust between the actors of the systems. Blockchain technology is a subset of DLT, where the distributed database maintains a continuously growing list of records, called blocks, which are linked together in chronological order and secured using cryptographic techniques. A blockchain generally has the following key characteristics: • Distribution: Operates on a network of nodes, each holding a copy of the ledger and participating in transaction verification and synchronization. • Security: Employs advanced cryptographic methods to secure data. Each block contains a cryptographic hash of the previous block, a timestamp, and transaction data, ensuring data integrity and immutability. • Transparency and Immutability: Transactions are visible to all participants in the network, providing transparency. Once a transaction is confirmed and added to the blockchain, it cannot be changed or deletedTechnology 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:

1. 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.
2. Cryptographic Security: BNB and Base use advanced cryptographic techniques.
3. Immutability: Once transactions are finalized on Base or BNB chain, they are immutable—meaning they cannot be altered or deleted.
4. 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.
5. 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.
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H.2Information about protocols and technical standards implemented, if applicableThe 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.
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H.3Information on the technology used for holding, storing, and transferring crypto-assets, if relevantCP 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.
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H.4Information on the consensus mechanism used, if applicableCP 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.
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H.5Information on incentive mechanisms to secure transactions and any applicable feesCP token does not utilize traditional mining or validator-based network security mechanisms, as it leverages the underlying security of the Base and Binance Smart Chain blockchains. Instead, the protocol employs an incentive structure designed to secure ecosystem growth and transaction volume through its Capital and Attention layers:

Mindshare and Contribution Incentives (Attention Layer): Participants are rewarded with CP for contributing verifiable value through the Viral City module. Rewards are distributed based on actual user-generated content (UGC) impact and reputation scores tracked via City ID, rather than simple social metrics.

Infrastructure and Liquidity Incentives (Capital Layer): Users are incentivized to provide liquidity and engage with tokenized investment strategies. Positive ecosystem actions—such as liquidity provision, successful referrals, and quest completion—generate CP rewards.

Utility-Based Staking: Users can lock CP tokens to receive infrastructure benefits, including enhanced yields within vaults, priority access to allowlists for new reward campaigns, and reduced transaction or service fees within the SDK. Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.

Applicable Fees: Transactions within the ecosystem are subject to standard network "gas" fees on the respective blockchain (Base or BNB Chain). Additionally, the protocol may charge service fees for the use of premium modular tools, institutional-grade vault management, and identity verification services, a portion of which facilitates the protocol revenue flywheel.

There is no mention of staking rewards specifically for securing blockchain consensus; rewards are strictly activity-based and tied to ecosystem participation and utility boosts rather than network-level transaction validation.
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H.6Indication as to whether the crypto-assets are issued, transferred, and stored using distributed ledger technology operated by the issuer, offeror, or a third-party acting on their behalfFalse.
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H.7Detailed description of the functioning of the distributed ledger technology if operated by the issuer or a third partyNot applicable.
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H.8Indication as to whether an audit of the technology used was conductedFalse.
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H.9Information on the outcome of the audit of the technology used, if applicableNot applicable.
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Part I - Information on Risks
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I.1A description of the risks associated with the offer to the public of crypto-assets or their admission to tradingKey Risks for Investors in City Protocol (CP) Pre-Launch Token:

1. Volatility and Economic Loss:
Digital assets within the City Protocol infrastructure, including CP, are highly speculative and subject to extreme 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 on the Base and BNB Chain networks, and past performance is not indicative of future results.

2. Ecosystem Standard and Infrastructure Risks:
City Protocol’s core infrastructure—including the Capital Layer (vaults) and Attention Layer (Viral City)—is built specifically for the Base ecosystem. While the CP token is also available on Binance Smart Chain (BNB) to facilitate broader access, the protocol’s primary functionality is standard to Base. Consequently, technical issues, network congestion, or security vulnerabilities specifically affecting the Base network may have a disproportionate impact on the utility and value of the CP token.

3. Smart Contract and Multi-Chain Risks:
Transactions are executed via smart contracts on Base and BNB Chain. There are inherent risks of bugs, exploits, or vulnerabilities in the modular SDK, as well as in third-party integrations (e.g., Aerodrome Finance or other neofinance modules on Base). Additionally, maintaining a token across multiple chains introduces risks related to bridge security and liquidity fragmentation.

4. Execution and Product Development Risks:
The success of the CP token is tied to the adoption of the modular "Neofinance-as-a-Service" stack on Base. There is no guarantee that this infrastructure will achieve widespread use among developers or that planned features (such as City Quest or advanced vault modules) will be delivered as projected.

5. Liquidity and Market Risks:
As a pre-launch token, CP may face limited liquidity upon its initial release. There is no guarantee of an active secondary market on either Base or BNB Chain. Unlike models with automated bonding curves, market depth for CP depends entirely on third-party decentralized exchange (DEX) pools and community participation.

6. Reputation and Identity Risks:
The Attention Layer relies on the City ID system to verify contributions and distribute rewards. Technical failures, Sybil attacks, or manipulation of the reputation algorithm within the Base-native identity framework could result in an unfair distribution of CP, potentially devaluing the asset.

7. Regulatory and Eligibility Risks:
Participation is restricted in certain jurisdictions (e.g., Russia, Cuba, Iran, North Korea, Syria, and other sanctioned countries). Regulatory changes regarding utility tokens or neofinance infrastructure in the EU (MiCA) or other regions may impact the platform's operation. Users are responsible for local law compliance, including tax and AML requirements.

8. Market Manipulation and Prohibited Activities:
The platform prohibits market manipulation, such as wash trading or the abusive use of bots to farm ecosystem rewards. Violations may result in the suspension of infrastructure access. Such activities by bad actors can negatively affect the perceived value and utility of the CP token.

9. Technical and Operational Risks:
There are risks of platform downtime, blockchain forks, and irreversible transactions. As the protocol’s operations are standard to the Base ecosystem, users must acknowledge that operational stability is dependent on the Base network's performance.

10. Counterparty and Project Risks:
The ecosystem's value depends on the integrity of third-party developers using the City Protocol SDK on Base. While the CP token is accessible on multiple chains, the performance of specific tokenized investment strategies is tied to the Base-native environment. Fraud or failure by independent strategy managers remains a risk for users.

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

12. 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 conducting their own due diligence.
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I.2A description of the risks associated with the issuer, if different from the offeror or person seeking admission to trading, having regard to risks related to the issuer's financial situation, risks related to the issuer's business activities and industry, legal and regulatory risk, internal control risk, environmental, social and governance risksNot applicable, as the offeror does not differ to the issuer.
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I.3A description of the risks associated with the crypto-assetsSpeculative 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. There is a potential for total loss of invested capital.

Ecosystem Standard Risk: Since City Protocol is built as an infrastructure layer standard to the Base ecosystem, the utility and performance of the CP token are heavily dependent on the stability and security of the Base network. Any technical failure or network-wide issue on Base could directly impair the protocol's functionality.

Smart Contract and Technical Risk: Transactions are executed via smart contracts on Base and Binance Smart Chain. The documentation warns of potential technical errors, bugs, exploits, or code vulnerabilities that could result in the loss of assets. Users are responsible for their own non-custodial wallet security.

Multi-Chain Liquidity Risk: By deploying the token on both Base (ERC-20) and BNB Chain (BEP-20), there is a risk of liquidity fragmentation. Holders may encounter different price levels or lower liquidity on one chain compared to the other, potentially increasing slippage during trades.

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). Regulatory changes regarding neofinance infrastructure or utility tokens may impact the platform's legality or user eligibility.

Governance and Centralization Risk: CP is a governance token with voting power determined by holdings. This structure may expose the protocol to governance capture, particularly given the allocations to the team and early investors. The lack of detailed public vesting schedules increases the risk of centralized influence over protocol upgrades.

Operational and Roadmap Risk: As a pre-launch project, there are inherent risks related to the execution of the roadmap, such as the successful delivery of the Capital Layer vaults and the Attention Layer tools (Viral City). There is no guarantee of project delivery or future utility.

AML and Data Retention: The platform may retain personal data as required by law for anti-money laundering (AML) compliance, which introduces privacy and data security risks.

No Market Data or Audit Disclosure: As of the pre-launch phase, there is no public market data, trading history, or third-party audit information available for the CP token on its new network deployments.
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I.4A description of the risks associated with project implementationProject Execution and Management Challenges for City Protocol:

Development Delays and Infrastructure Complexity: The project involves building a modular full-stack infrastructure with complex components, including the Capital Layer (vault architecture) and the Attention Layer (Viral City, City ID, and City Quest). The technical complexity of ensuring seamless integration between these layers on the Base network, especially for features marked for future release, poses a significant risk of development delays and missed milestones.

Resource Constraints and Technical Coordination: Providing a seamless experience for both institutional developers and non-technical users requires substantial development, design, and security resources. Coordinating the deployment of the modular SDK while maintaining a consistent user experience across different modules may strain resources during the pre-launch and early-growth phases.

Reliance on Base Ecosystem and Third-Party Infrastructure: City Protocol is built as an infrastructure layer standard to the Base ecosystem. This creates a high dependency on the stability, scalability, and security of the Base network. Furthermore, reliance on external integrations—such as Aerodrome Finance for liquidity and other Base-native neofinance tools—introduces operational risks if those third-party services experience downtime or security breaches.

Multi-Chain Deployment Risks: While the protocol is standard to Base, the CP token is deployed on both Base and Binance Smart Chain (BNB Chain). Managing a multi-chain token environment introduces complexities in maintaining liquidity parity, securing cross-chain communication, and ensuring technical compatibility across different blockchain environments.

Smart Contract and Security Risks: The implementation of modular vaults, neofinance SDKs, and on-chain identity systems (City ID) involves significant technical complexity. Any vulnerabilities in the smart contracts governing the Capital Layer or the reward mechanisms in the Attention Layer could be exploited, potentially leading to a loss of user trust and platform assets.

Legal, Compliance, and MiCA Alignment: The platform’s focus on neofinance and modular infrastructure introduces significant regulatory hurdles. Navigating the evolving requirements of the Markets in Crypto-Assets (MiCA) regulation in the EU, alongside cross-jurisdictional compliance for digital assets and decentralized finance (DeFi) tools, could result in execution delays or necessitate structural changes to the protocol.

Market Adoption and Ecosystem Network Effects: The project’s success depends on attracting a critical mass of developers to use the SDK and creators to engage with the Attention Layer. Achieving sustainable growth and network effects in a highly competitive L2 landscape is uncertain, as the platform’s value proposition relies on broad participation from the Base community.

Economic Model and Liquidity Risks: The protocol’s "revenue flywheel"—driven by buybacks and treasury funding—depends on consistent usage and fee generation. If the protocol fails to achieve sufficient volume within its Capital Layer, these mechanisms may be unable to support long-term token utility or prevent short-term volatility from destabilizing the ecosystem.

Data Privacy and Reputation Management: The use of City ID for content attribution and contributor rewards raises privacy and data management concerns. Ensuring that reputation-based scoring remains fair and resistant to manipulation is a critical implementation challenge as the ecosystem scales.
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I.5A description of the risks associated with the technology usedSmart Contract Vulnerabilities: The platform’s core functionality resides in modular smart contracts for the Capital Layer (vaults) and Attention Layer (Viral City). These complex systems, if not properly implemented or audited, may be vulnerable to bugs, logic errors, or economic exploits. There is no public evidence of third-party audits or published contract addresses in the provided context.

Upgradeability and Complexity: The modular nature of the SDK allows for frequent updates and integration of new features. This technical complexity increases the risk of unforeseen interactions between modules that could lead to system-wide failures.

Ecosystem and Infrastructure Dependence:

Base Network Standard: City Protocol is built as an infrastructure layer standard to the Base ecosystem. This introduces a significant dependency on the security, uptime, and performance of the Base network. Any network-level congestion or consensus failure on Base would directly impact the protocol's ability to settle transactions or manage vaults.

Third-Party Integrations: The protocol integrates with external DeFi infrastructure on Base, such as Aerodrome Finance, for liquidity and yield strategies. This reliance introduces risks related to the security and governance of these external platforms.

Multi-Chain Token Deployment Risks:

Dual-Chain Architecture: The CP token is deployed on both Base and Binance Smart Chain (BNB Chain). Managing the token across two different blockchain environments introduces risks related to cross-chain liquidity fragmentation and the potential for technical discrepancies between the ERC-20 and BEP-20 implementations.

Identity and Attribution Risks:

Reputation and Identity Framework: The City ID system creates a portable, pseudonymous reputation framework. There is a risk of inaccurate reputation scoring, Sybil attacks, or data integrity issues within the identity layer that could lead to unfair reward distributions.

Social and Verification Layers: The Attention Layer’s attribution mechanisms rely on linking social activity to on-chain identities. This is susceptible to account compromise or manipulation of social data, which could undermine the credibility of the protocol's incentive system.

AI and Content Management Risks:

Algorithmic Risks: Modules like Viral City utilize data-driven algorithms to drive engagement and distribute rewards. These systems may be subject to algorithmic bias, manipulation, or technical failures that could result in inefficient or unintended token distributions.

Tokenomics and Treasury Management:

Centralization of Revenue Mechanisms: Protocol revenue is utilized for buybacks and treasury funding. Without fully decentralized and transparent on-chain governance, these mechanisms are subject to centralization risk regarding how funds are allocated and managed.

Audit and Security Disclosure:

Lack of Public Verification: There is currently no public evidence of comprehensive smart contract audits, formal security disclosures, or active bug bounty programs for the new modular infrastructure in the provided context.
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I.6Mitigation measures of the risks associated with the technology, if anyModular Architecture and Security Segregation: By utilizing a modular "Neofinance-as-a-Service" stack, the protocol isolates different functional layers, such as the Capital Layer and Attention Layer. This segregation aims to limit the impact of a technical failure in one module on the rest of the ecosystem.

Reputation-Based Governance (City ID): To mitigate the risk of Sybil attacks and automated manipulation, the protocol utilizes the City ID system. This portable identity framework tracks on-chain reputation and verifiable contributions, ensuring that incentive distributions are tied to genuine ecosystem value rather than bot activity.

Dual-Chain Accessibility and Liquidity Support: The deployment of the CP token on both Base and Binance Smart Chain (BNB Chain) is intended to mitigate single-network congestion risks and provide diverse liquidity access points for users across the two largest EVM-compatible ecosystems.

Revenue-Driven Buyback Flywheel: To address economic stability and liquidity risks, the protocol implements an automated "flywheel" where a portion of service fees generated from the Capital Layer is used for periodic buybacks. These buybacks are intended to support the treasury and ecosystem grants, providing a structured mechanism for long-term value alignment.

Smart Contract-Based Utility: Key infrastructure functions, such as reward distributions in the Attention Layer and vault management in the Capital Layer, are handled via smart contracts on the Base network to reduce manual intervention and associated operational risks.

Prohibited Activities and Terms of Use: The platform’s framework strictly prohibits market manipulation, the use of abusive automated tools, and wash trading. These policies are enforced through the reputation layer to maintain a fair environment for developers and participants.

User Security Protocols: As a non-custodial infrastructure provider, the protocol emphasizes user-side security, reminding participants to safeguard their private keys and utilize secure wallet standards compatible with Base and BNB Chain to mitigate the risk of asset loss.
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J – Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts
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S.1NamePrimary Creative Limited
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S.2Relevant legal entity identifier254900JDFQ2EAGJHU889
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S.3Name of the crypto-assetCP
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S.4Consensus MechanismCP 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.
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S.5Incentive Mechanisms and Applicable FeesCP token does not utilize traditional mining or validator-based network security mechanisms, as it leverages the underlying security of the Base and Binance Smart Chain blockchains. Instead, the protocol employs an incentive structure designed to secure ecosystem growth and transaction volume through its Capital and Attention layers:

Mindshare and Contribution Incentives (Attention Layer): Participants are rewarded with CP for contributing verifiable value through the Viral City module. Rewards are distributed based on actual user-generated content (UGC) impact and reputation scores tracked via City ID, rather than simple social metrics.

Infrastructure and Liquidity Incentives (Capital Layer): Users are incentivized to provide liquidity and engage with tokenized investment strategies. Positive ecosystem actions—such as liquidity provision, successful referrals, and quest completion—generate CP rewards.

Utility-Based Staking: Users can lock CP tokens to receive infrastructure benefits, including enhanced yields within vaults, priority access to allowlists for new reward campaigns, and reduced transaction or service fees within the SDK. Please note that any staking activity is related to other products and not in relation to the issuance of CP itself.

Applicable Fees: Transactions within the ecosystem are subject to standard network ""gas"" fees on the respective blockchain (Base or BNB Chain). Additionally, the protocol may charge service fees for the use of premium modular tools, institutional-grade vault management, and identity verification services, a portion of which facilitates the protocol revenue flywheel.

There is no mention of staking rewards specifically for securing blockchain consensus; rewards are strictly activity-based and tied to ecosystem participation and utility boosts rather than network-level transaction validation.
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S.6Beginning of the period to which the disclosed information relates2025-10-13
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S.7End of the period to which the disclosed information relates2025-10-26
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S.8Energy consumption (per year) in kWh27.87934
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S.9Energy consumption sources and methodologiesData 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.