xSPCX — Product Disclaimer & Risk Disclosure
Paimon Tradable SpaceX SPV Token (xSPCX)
Status
DRAFT — pending review by Paimon BVI and US counsel before publication
Last updated: [DATE — TO BE FILLED]. For the authoritative version, contact legal@paimon.finance.
Important notice and risk disclosure
This document constitutes an important notice and risk disclosure regarding xSPCX and related products currently offered or facilitated by Paimon Finance and its affiliates. Please read this Notice in full before subscribing to, acquiring, holding, transferring, or transacting in xSPCX.
Nothing in this Notice is, or shall be construed as, investment, legal, tax, accounting, regulatory, or any other form of professional advice. This Notice is not an offer to sell, or a solicitation of an offer to buy, any security or financial instrument in any jurisdiction in which such offer or solicitation would be unlawful or unauthorized.
Order of precedence: in the event of any inconsistency between this Notice and any other Paimon communication — FAQs, Launchpad pages, marketing materials, social media content, statements by third-party promoters or community members, partner statements, or oral communications — this Notice shall control.
Particular attention is drawn to: SpaceX IPO timing and pricing are not committed or guaranteed; the 6-month post-IPO lock-up; the discretionary nature of any partner-instrument conversion path; and the structural transfer restrictions applicable to private-company shares pre-IPO.
Nature of the instrument
xSPCX is currently structured to provide token holders with a contractual economic exposure to a fractional, indirect interest in shares of Space Exploration Technologies Corp. ("SpaceX") held by a third-party venture capital special purpose vehicle (the "VC SPV"), accessed via Paimon Fund LP, a BVI Approved Fund.
xSPCX does not represent direct ownership of SpaceX shares. Token holders are not limited partners of Paimon Fund LP and do not have any of the rights customarily afforded to limited partners. The Token is best characterized as a contractual derivative-equivalent of equity exposure, not direct equity ownership.
Rights NOT conferred on token holders
Token holders are expressly informed that they do NOT have any of the following rights:
- No voting, proxy, or governance rights in SpaceX, the VC SPV, or Paimon Fund LP
- No information rights with respect to SpaceX, other than NAV reports voluntarily published by Paimon (which may be discontinued or modified at Paimon's discretion)
- No direct legal claim against SpaceX, the VC SPV, any custodian, any service provider, or any affiliated party; claims are contractual and run solely against Paimon Fund LP and/or its general partner, subject to the limitations set out in this Notice
- No right to receive distributions directly; any distributions at SPV or Fund level flow through to NAV
- No right to mandatory redemption at any specified time or price, except as expressly provided in this Notice
- No right to participate directly in any tender offer, secondary window, valuation round, or corporate action affecting the underlying
- No fiduciary duty owed by Paimon to token holders
Redemption mechanics
Pre-IPO. There is no scheduled token-level redemption window pre-IPO. Liquidity, where available, is solely via secondary market trading on DEX and CEX venues. Paimon does not represent that secondary market liquidity will be available at any specific time, price, or depth. Paimon may, at its sole discretion, open occasional on-portal buyback windows.
During the 6-month post-IPO lock-up. Token-level redemption via the Paimon portal is closed. Liquidity is available solely via secondary market trading or by conversion into a third-party tokenized public-equity instrument, where supported.
After the 6-month post-IPO lock-up. The VC SPV is currently expected to deliver SpaceX shares in kind to Paimon Fund LP's brokerage account, subject to applicable transfer restrictions, regulatory permissions, and counterparty performance. The Fund intends to dispose of the shares through standard brokerage channels and convert proceeds to stablecoin. Redeeming holders may then redeem via the Paimon portal for stablecoin (USDC/USDT) at the then-prevailing NAV per token, subject to KYC and standard fund redemption protocols.
Settlement currency for retail holders is USDC/USDT only. In-kind share delivery to retail token holders is not offered under any path.
Post-IPO conversion paths
Following SpaceX's IPO, xSPCX holders are currently expected to have the following options. None of the following paths is guaranteed, and each is subject to bilateral arrangement, regulatory approval, and counterparty performance:
- Path A — Conversion to a partner tokenized public-equity instrument. The category of partner products includes those offered by leading tokenization platforms such as Ondo and xStocks; the specific partner, terms, and timing of any conversion are subject to bilateral agreement and regulatory approval. Holders should not rely on the availability or terms of Path A until publicly confirmed through formal channels.
- Path B — Hold or sell on secondary market. xSPCX is expected to continue trading on DEX and CEX venues throughout the 6-month post-IPO lock-up. During the lock-up, xSPCX is expected to trade at a structural discount to the public share price; the magnitude and convergence of any such discount is not guaranteed.
- Path C — Post-lock-up portal redemption, as described above.
Risk factors (selected)
Holders should carefully consider the following risks, which are not exhaustive. The materialization of any one or more of these risks may result in partial or total loss of capital.
- No-IPO risk — SpaceX may not IPO within any expected horizon, or at all.
- Adverse IPO risk — SpaceX may IPO at a valuation below the Fund's acquisition cost, on restricted share classes, with extended lock-ups, or on other unfavorable terms. Loss is borne by token holders. Paimon offers no guarantee against principal loss.
- Lock-up illiquidity risk — during the 6-month post-IPO lock-up, token-level redemption is closed. Secondary markets may be thin.
- Conversion path risk — any conversion into a partner tokenized public-equity instrument is subject to bilateral arrangement, regulatory approval, and counterparty performance, and is not guaranteed.
- Counterparty, custodian, smart contract, oracle, valuation, and tax risks.
- No deposit insurance, no investor protection scheme.
Structure and counterparties
- Issuer / sponsor: Paimon Finance, including PAIMON Limited (BVI) and Paimon Management Ltd
- Fund vehicle: Paimon Fund LP, a BVI Approved Fund
- Fund administrator: NAV Consulting (independent third-party administrator)
- Underlying asset holder: a third-party venture capital special purpose vehicle (the VC SPV)
- Independent audit: a Tier-1 Fund-level audit is planned for FY2026
- Oracle services: APRO signed; Chainlink integration in progress
- Custody and brokerage post-IPO: post-lock-up SpaceX shares are intended to be delivered in kind to a brokerage account held by Paimon Fund LP
Paimon Global Unicorn Alliance (PGUA) — Status clarification
The Paimon Global Unicorn Alliance ("PGUA") is a brand term used by Paimon Finance to refer to its informal network of deal-sourcing counterparties.
PGUA is not an incorporated entity. It does not have legal personality, does not hold custody of any assets, does not issue securities or tokens, and is not a party to any agreement with token holders. All assets underlying the Token are held through the regulated structure described in the Structure and counterparties section.
Eligibility, restrictions, and sanctions
- The Token is offered subject to all applicable laws and regulations. Paimon does not offer or sell the Token to persons in jurisdictions where such offer or sale would be unlawful, or to U.S. persons or other restricted persons unless an applicable exemption is available.
- Restricted persons include, without limitation: persons subject to sanctions administered by the United States, United Kingdom, European Union, United Nations, or other relevant authorities; persons named on any applicable sanctions list (OFAC SDN, UK HMT, EU consolidated, UN consolidated); and persons engaged in money laundering, terrorist financing, or other illicit activity.
- The permissioned tier requires KYC and sanctions screening.
- Acquirers on secondary markets are deemed to have read and accepted this Notice and to have represented that they are not a restricted person.
- Paimon reserves the right to freeze, block, or refuse to interact with any wallet or holder identified as a restricted person.
Limitation of liability
To the maximum extent permitted by applicable law:
- Paimon and its affiliates, officers, directors, employees, agents, contractors, and service providers (the "Paimon Parties") shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages.
- The aggregate liability of the Paimon Parties to any holder shall not exceed the lesser of: (a) the amount paid by such holder to acquire the Tokens, and (b) the prevailing NAV of the Tokens held by such holder at the time the claim arose.
- Any claim must be brought within one (1) year of the event giving rise to it.
- Class actions waiver (to the extent permitted by BVI law): holders waive any right to participate in a class, collective, or representative action.
Force majeure and regulatory disruption
Paimon shall not be liable for any failure to perform any obligation to the extent such failure results from events beyond Paimon's reasonable control, including:
- Acts of God, war, terrorism, civil disturbance, pandemic, or public emergency
- Regulatory or governmental action, including sanctions, court orders, or supervisory directives
- Failure or disruption of underlying SPV, Fund, custodian, oracle, blockchain network, or third-party service provider
- Cyber attack, key compromise, or infrastructure failure
- Material market disruption affecting underlying valuation references or settlement infrastructure
Governing law and updates
This Notice is governed by the laws of the British Virgin Islands, without regard to conflict-of-laws principles. Disputes shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands.
Paimon may update this Notice from time to time. Continued holding of xSPCX following an update constitutes acceptance of the updated Notice.
Contact
Questions regarding this Notice may be directed to legal@paimon.finance.
The information above is a structured summary derived from Paimon's v2 Disclaimer drafts. The final, executable Disclaimer is subject to BVI and US counsel review. In any inconsistency between this page, FAQ content, marketing materials, social media, or third-party promoter statements, the final published Disclaimer shall control.