V2 (June 2025)

White Paper tokenforge Token (TKFG)

Applicable Version

White Paper tokenforge Token (TKFG) V2 (June 2025) 
(Applicable Version)

Current applicable version of the TKFG White Paper submitted under MiCAR
 This is the most recent and valid version of the TKFG white paper, including all amendments as of June 2025.

Amendment Statement White Paper tokenforge Token (June 2025)

Reasons for amending the white paper in accordance with Article 12(2) of Regulation (EU) 2023/1114 (MiCAR) – Regarding version V2 from June 2025.

White Paper tokenforge Token (TKFG) V1 (April 2025)
(Deprecated Version)

This version has been deprecated and is no longer applicable. It is provided here for documentation purposes only.

Table of Content

00Table of Content
01Date of Notification
02Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114
03Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114
04Statement in accordance with Article 6(5), points (a), (b), (c) of Regulation (EU) 2023/1114
05Statement in accordance with Article 6(5), point (d) of Regulation (EU) 2023/1114
06Statement in accordance with Article 6(5), points (e) and (f) of Regulation (EU) 2023/1114
SUMMARY
07Warning in accordance with Article 6(7), second subparagraph, of Regulation (EU) 2023/1114
08Characteristics of the crypto-asset
8.1Brief Description and Purpose
8.2Rights and Obligations
8.3Modification of Rights and Obligations
8.4Transferability and Staking Mechanism
8.5Gas Fees
8.6Future Developments
09Information about the quality and quantity of goods or services to which the utility tokens give access and restrictions on the transferability
10Key information about the offer to the public or admission to trading
10.1Total Maximum Supply and Allocation
10.2Details of the Private Sale and Public Offering
10.3Listing Price and Trading Availability
Part A – Information about the offeror or the person seeking admission to trading
A.1Name
A.2Legal Form
A.3Registered address
A.4Head office
A.5Registration date
A.6Legal entity identifier (LEI)
A.7Another identifier required pursuant to applicable national law
A.8Contact telephone number
A.9E-Mail address
A.10Response time (Days)
A.11Parent company
A.12Members of the management body
A.13Business activity
A.14Parent Company Business Activity
A.15Newly Established
A.16Financial Condition for the Past Three Years
A.17Financial Condition Since Registration
Part B – Information about the issuer, if different from the offeror or person seeking admission to trading
Part C – Information about the operator of the trading platform…
Part D – Information about the crypto-asset project
D.1Crypto-asset project name
D.2Crypto-assets name
D.3Abbreviation
D.4Crypto-asset project description
D.5Details of all natural or legal persons involved in the implementation of the crypto-asset project
D.6Utility Token Classification
D.7Key Features of Goods/Services for Utility Token Projects
D.8Plans for the token
D.9Resource allocation
D.10Planned use of Collected funds or crypto‑Assets
Part E – Information about the offer to the public of crypto-assets or their admission to trading
E.1Public offering or admission to trading
E.2Reasons for public offer or admission to trading
E.3Fundraising target
E.4Minimum subscription goals
E.5Maximum subscription goal
E.6Oversubscription acceptance
E.7Oversubscription allocation
E.8Issue price
E.9Official currency or any other crypto-assets determining the issue price
E.10Subscription fee
E.11Offer price determination method
E.12Total number of offered/traded crypto-assets
E.13Targeted holders
E.14Holder restrictions
E.15Reimbursement notice
E.16Refund mechanism
E.17Refund timeline
E.18Offer phases
E.19Early purchase discount
E.20Time-limited offer
E.21Subscription period beginning
E.22Subscription period end
E.23Safeguarding arrangements for offered funds/crypto-assets
E.24Payment methods for crypto-asset purchase
E.25Value transfer methods for reimbursement
E.26Right of withdrawal
E.27Transfer of purchased crypto-assets
E.28Transfer time schedule
E.29Purchaser's technical requirements
E.30Crypto-asset service provider (CASP) name
E.31CASP identifier
E.32Placement form
E.33Trading platforms name
E.34Trading Platforms Market identifier code (MIC)
E.35Trading platforms access
E.36Involved costs
E.37Offer expenses
E.38Conflicts of interest
E.39Applicable law
E.40Competent court
Part F – Information about the crypto-assets
F.1Crypto-asset type
F.2Crypto-asset functionality
F.3Planned application of functionalities
F.4Type of crypto-asset white paper
F.5The type of submission
F.6Crypto-asset characteristics
F.7Commercial name or trading name
F.8Website of the issuer
F.9Starting date of offer to the public or admission to trading
F.10Publication date
F.11Any other services provided by the issuer
F.12Language(s) of the crypto-asset white paper
F.13Digital token identifier code
F.14Functionally fungible group token identifier
F.15Voluntary data flag
F.16Personal data flag
F.17LEI eligibility
F.18Home member state
F.19Host Member States
Part G – Information on the rights and obligations attached to the crypto-assets
G.1Purchaser Rights and Obligations
G.2Exercise of Rights and Obligations
G.3Conditions for modifications of rights and obligations
G.4Future public offers
G.5Issuer retained crypto-assets
G.6Utility token classification
G.7Key features of goods/services
G.8Utility tokens redemption
G.9Non-trading request
G.10Purchase or sale modalities
G.11Transfer restrictions
G.12Supply adjustment protocols
G.13Supply adjustment mechanisms
G.14Token value protection schemes
G.15Token value protection scheme description
G.16Compensation schemes
G.17Compensation scheme description
G.18Applicable law
G.19Competent court
Part H — Information on the underlying technology
H.1Distributed ledger technology (DLT)
H.2Protocols and technical standards
H.3Technology used
H.4Consensus mechanism
H.5Incentive mechanisms and applicable fees
H.6Use of Distributed Ledger Technology
H.7DLT Functionality Description
H.8Audit
H.9Audit outcome
Part I — Information on risks
I.1Offer-related risks
I.2Issuer-related risks
I.3Crypto-assets-related risks
I.4Project implementation-related risks
I.5Technology-related risks
I.6Mitigation measures
Part J – Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts
S.1Name
S.2Relevant legal entity identifier
S.3Name of the crypto assets
S.4Consensus Mechanism
S.5Incentive Mechanisms and Applicable Fees
S.6Beginning of the period to which the disclosure relate
S.7End of the period to which the disclosure relates
S.8Energy consumption
S.9Energy consumption sources and methodologies
S.16Renewable energy consumption
S.11Energy intensity
S.12Scope 1 DLT GHG emissions – controlled
S.13Scope 2 DLT GHG emissions – purchased
S.14GHG Intensity
S.15Key energy sources and methodologies
S.17Energy mix
S.19Carbon intensity
S.22Generation of WEEE
S.23Non-recycled WEEE ratio
S.24Generation of hazardous waste
S.25Generation of waste (all types)
S.26Non-recycled waste ratio (all types)
S.27Waste intensity (all types)
S.29Impact of equipment on natural resources
S.31Water use
S.32Non-recycled water ratio
S.33Key energy sources and methodologies
S.34Other GHG sources and methodologies
S.35Waste sources and methodologies
S.36Natural resources sources and methodologies

Content

01. Date of Notification

2025-06-17

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

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

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

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

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

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

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

The utility token referred to in this white paper may not be exchangeable against the good or service promised in the crypto-asset white paper, especially in the case of a failure or discontinuation of the crypto-asset project.

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

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

Summary

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

Warning

This summary should be read as an introduction to the crypto-asset white paper.

The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone.

The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law.

This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.

08.  Characteristics of the crypto-asset

08.1 Brief Description and Purpose

The tokenforge Token (“TKFG” or “TKFG tokens”) is a utility token designed for use within the tokenforge platform (“platform”). It allows issuers, who are clients of tokenforge GmbH and want to issue tokenized real-world assets (“Issuers”), to receive a 20% discount on platform service fees from tokenforge GmbH by staking TKFG tokens. The TKFG token is not mandatory for using the platform, and all services remain accessible under standard pricing.

To benefit from the discount, Issuers must stake TKFG tokens equivalent to 20% of the estimated service costs at the time of issuance. The required amount is determined based on the average market price of TKFG on from tokenforge GmbH chosen decentralized exchanges (DEXs) at the time of staking. A liquidity pool for the TKFG token will initially be established on Uniswap. Additional decentralized exchanges (DEXs) may be integrated depending on market conditions and strategic considerations. Staked TKFG tokens remain locked for the issuance period and are released once all of the contractual obligations of the specific project are met.

After the Token Generation Event (TGE), TKFG will be listed on the decentralized exchange (DEX) Uniswap. The initial listing price will be 0,14 € per token. Once listed, the price will fluctuate based on market supply and demand.

The Ecosystem Growth Reserve will be managed by tokenforge GmbH and strategically support ecosystem expansion through marketing campaigns, partnerships, and grants for issuers. To maintain market stability, all token distributions from this fund will include appropriate vesting periods tailored to each partnership or initiative. This structured approach ensures that ecosystem participants remain aligned with long-term platform success while preventing concentrated selling pressure in the market.

08.2 Rights and Obligations

The rights and obligations associated with TKFG tokens arise from:

  • This white paper, outlining the token's purpose and functionality.
  • The Terms and Conditions (T&C) of tokenforge GmbH, defining staking requirements and benefits.

Holders of TKFG tokens are entitled to:

  • A 20% discount on platform service fees when staking the required amount at the beginning of an issuance.
  • The ability to freely transfer unstaked tokens, while staked tokens remain locked for the agreed period.
  • No redemption rights for fiat or other crypto-assets. TKFG is solely used for platform discounts.
  • To qualify for the discount, issuers must stake a sufficient amount of TKFG tokens, equivalent to 20% of the estimated service costs at the time of issuance, determined by the average market price of TKFG on decentralized exchanges (DEXs). The token will be listed on the DEX Uniswap after the Token Generation Event (TGE) with an initial price of 0,14 € per token.
08.3 Modification of Rights and Obligations

The agreed rights and obligations are binding for the duration of an clients issuance. Any changes to the discount model or staking requirements apply only to future agreements and do not affect TKFG tokens already staked.

08.4 Transferability and Staking Mechanism

Unstaked TKFG tokens are freely transferable. Staked TKFG tokens remain locked in a smart contract until the issuance period ends. Upon completion, they are released and can be reused for future staking, transferred, or withdrawn.

08.5 Gas Fees

All blockchain transactions related to TKFG, including staking, unstaking, and transfers, require gas fees paid by the token holder. These fees depend on Base blockchain network conditions and must be covered in Ethereum (ETH). Since the staking amount is based on the prevailing average market price on decentralized exchanges (DEXs), issuers should be aware of potential price fluctuations before committing their tokens.

08.6 Future Developments

Tokenforge GmbH may introduce additional functionalities for TKFG in compliance with regulatory requirements. Possible future use cases include:

  • Extended platform utilities
  • Incentive programs for ecosystem growth

All changes will be transparently communicated to token holders.

09.  Information about the quality and quantity of goods or services to which the utility tokens give access and restrictions on the transferability

The TKFG token is a utility token designed to provide issuers on the tokenforge platform with cost benefits when using tokenization services. While the TKFG token is not required to access the platform, issuers can stake TKFG tokens to receive a 20% discount on platform service fees.

The discount applies to the issuance, placement, sales, and ongoing management of tokenized financial instruments and Real-World Assets (RWA) on the tokenforge platform, including:

  • Bonds, funds, and equity tokens structured as regulated financial instruments.
  • Asset-referenced tokens (ARTs) and utility tokens issued in compliance with Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCAR).
  • Digitalization of key processes such as corporate actions, dividend payments, and, prospectively, shareholder voting through tokenization.

The 20% discount is applicable to various platform services, including:

  • Onboarding and setup fees, covering the initial configuration of a new issuance.
  • Ongoing operational and maintenance fees, including smart contract updates and regulatory compliance.
  • Transaction-based fees, including one-time signing fees and annual administrative fees for corporate actions, such as interest payments.

To receive the discount, Issuers must stake TKFG tokens equivalent to 20% of their estimated service costs for the full duration of the issuance. The required amount is determined based on the average market price of TKFG on decentralized exchanges (DEXs) at the time of staking. Staked tokens remain locked during the contract period and are released upon completion.

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

10.1 Total Maximum Supply and Allocation

The total maximum supply of TKFG tokens is 1.000.000.000 TKFG, allocated as follows:

Allocation Percentage Tokens Cliff (Weeks) Vesting (Weeks)
Early Backers (Private Sale) 10% 100.000.000 0 48
Public Offering 30% 300.000.000 0 According to round
Team 10% 100.000.000 12 78
Advisors 2% 20.000.000 12 78
Ecosystem Growth Reserve 38% 380.000.000 0 Individual terms
Liquidity 10% 100.000.000 0 0
Total 100% 1.000.000.000

The Ecosystem Growth Reserve initially consists of 38% of the total supply (380.000.000 TKFG tokens). However, any unsold tokens from the Public Offering will be added to this allocation, ensuring that the total supply remains unchanged and optimally allocated for ecosystem expansion.

10.2 Details of the Private Sale and Public Offering
  • Early Backers (Private Sale):
    100.000.000 TKFG (10% of total supply) were allocated to early backers in a private sale. These tokens are subject to a 48-week vesting period.
  • Public Offering:
    The Public Offering will distribute 300.000.000 TKFG tokens (30% of total supply) over six structured phases, each with increasing prices (from 0,02 € - 0,07 €) and decreasing vesting periods. 
    • Public Offering Vesting: TKFG tokens unlock progressively over 8 to 48 weeks, depending on the purchase phase.
  • Other Allocations (Not part of the Public Offering):
    • Team Tokens (10%) are subject to a 78-week vesting period including a 12-week cliff, to ensure long-term commitment.
    • Advisor Tokens (2%) follow the same vesting schedule as team tokens, rewarding strategic contributions.
    • Ecosystem Growth Reserve (38%) may be allocated through individually negotiated agreements to optimally support strategic projects and partnerships. This flexible approach allows tailored vesting schedules to match the specific needs of ecosystem growth initiatives, user adoption programs, and long-term collaborations.
    • Liquidity Reserve (10%) is fully unlocked at listing to ensure a stable market environment and efficient trading conditions. The tokens will be used for the liquidity pool on the decentralized exchanges DEXs.

10.3 Listing Price and Trading Availability

The Token Generation Event (TGE) does not mark the immediate start of trading. Instead, TKFG tokens will become tradable once a liquidity pool is deployed on the decentralized exchange (DEX) Uniswap, with an initial listing price of 0,14 € per TKFG token.

Key details on TKFG trading availability:

  • TGE initiates token distribution but does not provide immediate liquidity.
  • A liquidity pool for the TKFG token will initially be established on Uniswap, allowing the community to engage in open-market trading.
  • The initial market price of 0,14 € per TKFG will be set through this liquidity pool mechanism.
  • Further exchange listings will be announced separately, based on market demand and strategic partnerships.

Part A – Information about the offeror or the person seeking admission to trading

A.1 Nametokenforge GmbH
A.2 Legal FormNot applicable.
A.3 Registered addressNot applicable.
A.4 Head officeNot applicable.
A.5 Registration date2021-06-18
A.6 Legal entity identifier (LEI)52990019QB3NF3E16D03
A.7 Identifier under national lawNot applicable.
A.8 Contact phone+49 40 999 941 54
A.9 E-Mail addressinfo@tokenforge.io
A.10 Response time (Days)5
A.11 Parent companyNot applicable.
A.12 Management Markus Kluge, Managing Director – Hohe Bleichen 8, 20354 Hamburg
Moritz Stumpf, Managing Director – Hohe Bleichen 8, 20354 Hamburg
A.13 Business activity tokenforge GmbH develops and operates a white-label platform for the tokenization of Real-World Assets (RWA) and financial products. Its main activity is providing an infrastructure that enables issuers to create and manage various types of tokens securely and in compliance with regulations.
A.14 Parent Business Activity Holding, development and distribution of software solutions in the fintech sector, as well as consulting services for companies in this industry.
A.15 Newly EstablishedFalse
A.16 Financial Condition (3 years) tokenforge GmbH was founded in 2021 with a share capital of €25,000. The company has focused its resources on infrastructure and innovation. Operational EBIT:
• 2022: €1,289,009.11 (Revenue: €779,594.43, IGIA: €509,414.68), EBIT: €20,385.41
• 2023: €1,030,865.62 (Revenue: €664,758.95, IGIA: €366,106.67), EBIT: -€247,678.31
• 2024: €1,176,127.19 (Revenue: €767,536.91, IGIA: €408,590.28), EBIT: -€80,635.56
A.17 Financial Condition Since RegistrationNot applicable, as tokenforge GmbH has been established for more than three years.

Part B – Information about the issuer, if different from the offeror or person seeking admission to trading

Not applicable

Part C - Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

Not applicable

Part D – Information about the crypto-asset project

D.1 Crypto-asset project name

tokenforge GmbH’s White-Label Tokenization Platform

D.2 Crypto-assets name

tokenforge Token

D.3 Abbreviation

TKFG

D.4 Crypto-asset project description

The tokenforge platform provides a white-label solution for tokenized Real-World Assets (RWA), such as financial products and tangible assets. The primary function of the TKFG token is to offer users, particularly issuers, a 20% discount on service fees associated with token issuance and management on the tokenforge platform. This discount is activated by staking TKFG tokens equivalent to 20% of the total expected fees for a given issuance period.

D.5 Details of all natural or legal persons involved in the implementation of the crypto-asset project
Name Role Business Address
tokenforge GmbH Project Developer Hohe Bleichen 8, 20354 Hamburg,
Germany
Markus Kluge Managing Director Hohe Bleichen 8, 20354 Hamburg,
Germany
Moritz Stumpf Managing Director Hohe Bleichen 8, 20354 Hamburg,
Germany
D.6 Utility Token Classification

True

D.7 Key Features of Goods/Services for Utility Token Projects

The TKFG token is a utility token that provides issuers using the tokenforge platform with access to discounted platform services. The primary benefit is a 20% cost reduction on eligible service fees when staking TKFG tokens.

  1. Discount on platform fees for the issuance and management of tokenized financial instruments
    The discount applies to the platform services used for the issuance and lifecycle management of tokenized financial instruments, including:
    • Bonds – Digital fixed-income instruments issued and managed on the tokenforge platform.
    • Funds – Tokenized investment vehicles structured on the platform.
    • Equity tokens – Digital shares issued via smart contracts.
    • Asset-referenced tokens (ARTs) – Crypto-assets linked to underlying assets such as commodities or real estate.
    • Utility tokens – Digital assets granting access to decentralized ecosystems and services.
  1. Platform services eligible for the discount

The 20% discount applies to fees related to the setup, operation, and management of tokenized instruments on the tokenforge platform, including:

  • Onboarding and setup fees – One-time costs for configuring an issuance.
  • Operational and maintenance fees – Monthly costs for infrastructure, compliance, and smart contract maintenance.
  • Transaction-based fees: 
    • Signing fees – One-time charge at issuance.
    • Administrative fees – Annual charge for corporate actions, such as interest payments.
  1. Staking requirements for discount eligibility

To access the discount, Issuers must stake TKFG tokens equivalent to 20% of their estimated service costs, based on the token’s average market price on decentralized exchanges (DEXs) at the time of staking.

D.8 Plans for the token

The TKFG token is designed as a utility token within the tokenforge ecosystem, providing Issuers with a 20% discount on platform service fees when staked. The TKFG token will be distributed through a structured multi-phase Public Offering, followed by a Token Generation Event (TGE) and a listing on decentralized exchange (DEX) Uniswap via a liquidity pool.

Unsold TKFG tokens from the Public Offering will be allocated to the Ecosystem Growth Reserve, supporting adoption and strategic initiatives. While TKFG is initially focused on providing discounts, tokenforge GmbH reserves the right to expand its utility in the future, potentially including additional platform benefits. TKFG is integrated into the long-term roadmap of tokenforge GmbH, ensuring continuous development and adoption.

D.9 Resource allocation

The development and operation of the tokenforge platform and TKFG token are supported by the following resource allocations:

  1. Financial resources
    • tokenforge GmbH has secured funding through previous investments and company resources to ensure the platform's continued development and regulatory compliance.
    • Additional financial support is provided through revenue generated by platform fees and services.
  2. Technological resources
    • The tokenforge platform operates on Ethereum Virtual Machine (EVM) -compatible blockchains, ensuring flexibility, interoperability, and security for tokenized financial instruments.
    • Smart contracts and tokenization infrastructure are developed in-house, with regular security audits conducted by independent firms to ensure reliability and compliance.
  3. Human capital and strategic partnerships
    • The development team consists of blockchain engineers and regulatory specialists, ensuring both technical robustness and compliance with financial regulations.
    • tokenforge GmbH collaborates with regulated financial service providers and legal experts to ensure that tokenized assets comply with MiFID and MiCAR requirements.

These resource allocations ensure the long-term scalability, security, and regulatory compliance of the tokenforge platform, enabling issuers to efficiently tokenize financial instruments across multiple EVM-compatible networks.

D.10 Planned use of Collected funds or crypto-Assets

Funds collected from the Public Offering will be used strategically to enhance platform capabilities and ecosystem growth. The primary areas of allocation include:

  1. Platform development and compliance – Ongoing infrastructure improvements, security audits, and regulatory alignment.
  2. Liquidity provisioning – Funding of the decentralized exchanges (DEXs) Liquidity Pool to support trading stability.
  3. Operational costs – Supporting the expansion of tokenization services and platform maintenance.
  4. Ecosystem incentives – Growth initiatives, strategic partnerships, and issuer adoption programs.

This structured approach ensures that collected funds are used efficiently to scale the platform, enhance liquidity, and drive ecosystem adoption.

Part E – Information about the offer to the public of crypto-assets or their admission to trading

E.1 Public offering or admission to trading

OTPC (offer to the public)

E.2 Reasons for public offer or admission to trading

The reason for the public offer of TKFG tokens is to fund further development and scaling of the TKFG platform. Funds raised will be allocated to enhancing platform security, scalability, and expanding tokenization features.

E.3 Fundraising target

10.000.000,00 €

E.4 Minimum subscription goals

Not applicable

E.5 Maximum subscription goal

13.500.000,00 €

E.6 Oversubscription acceptance

False

E.7 Oversubscription allocation

Not applicable

E.8 Issue price

The price of TKFG during the Public Offering follows a structured pricing model, from 0,02 € per token at the beginning of the Public Offering with the final phase reaching 0,07 € per token. After the Token Generation Event (TGE), TKFG will be listed on the decentralized exchange (DEX) Uniswap at an initial price of 0,14 € per token, after which the price will be determined by market forces. 

tokenforge GmbH reserves the right to terminate the Public Offering before all allocated tokens are sold. The Public Offering will conclude either when the full allocation is sold or at the discretion of tokenforge GmbH, depending on market conditions.

Public Offering Phase Price per Token (€) Tokens Offered Total Value (€) Cliff Vesting Period (Weeks)
Phase 1 0,02 € 50.000.000 1.000.000,00 € none 48 weeks
Phase 2 0,03 € 50.000.000 1.500.000,00 € none 40 weeks
Phase 3 0,04 € 50.000.000 2.000.000,00 € none 32 weeks
Phase 4 0,05 € 50.000.000 2.500.000,00 € none 24 weeks
Phase 5 0,06 € 50.000.000 3.000.000,00 € none 16 weeks
Phase 6 0,07 € 50.000.000 3.500.000,00 € none 8 weeks

To comply with investor withdrawal rights under MiCAR (Article 13), the Token Generation Event (TGE) will occur 15 days after the official conclusion of the Public Offering.

Vesting Terms

To ensure market stability, vesting conditions apply to all TKFG tokens purchased in the Public Offering:

  • Purchasers in earlier phases receive a lower price per token but accept a longer vesting period.
  • Tokens are gradually unlocked over the respective vesting schedule, preventing large immediate sell-offs.
  • The vesting period decreases in later phases, allowing purchasers closer to TGE to access liquidity sooner.

Justification for Differentiated Pricing

The tiered pricing model ensures that early participants are compensated for their increased market risk and longer vesting periods:

  • Early-phase purchasers accept longer lock-up periods, which delays their ability to transfer tokens. In return, they receive a lower purchase price as compensation.
  • Later-phase purchasers pay higher prices but benefit from earlier liquidity access.

This model balances incentives between early adopters and later-stage purchasers while maintaining fair price discovery.

Impact on Other Purchasers

The Public Offering pricing model is structured to ensure fairness for all participants:

  • No dilution effect – The total token supply remains fixed at 1.000.000.000 TKFG, ensuring that pricing variations do not impact the total number of tokens available.
  • Market Stability – The vesting schedules prevent sudden mass sell-offs, protecting later purchasers from excessive volatility caused by early participants.
  • Price Alignment at Listing – Regardless of purchase phase, all purchasers eventually converge to the market-driven price once the token is listed, ensuring fair price discovery.
E.9 Official currency or any other crypto-assets determining the issue price

EUR

E.10 Subscription fee

No applicable

E.11 Offer price determination method

The offer price of TKFG tokens is determined through a multi-phase Public Offering model, where purchasers receive discounted pricing in earlier phases in exchange for longer vesting periods. The price increases by 0,01 € in each phase, starting at 0,02 € and going up to 0,07 €.

E.12 Total number of offered/traded crypto-assets

The total supply of TKFG tokens is 1.000.000.000 TKFG.
Of this, up to 300.000.000 TKFG tokens (30% of total supply) are allocated for sale in the Public Offering.

The remaining tokens are allocated as follows:

  • 100.000.000 TKFG (10%) for Early Backers (Private Sale)
  • 100.000.000 TKFG (10%) for the tokenforge GmbH Team
  • 20.000.000 TKFG (2%) for Advisors
  • 380.000.000 TKFG (38%) for the Ecosystem Growth Reserve, plus any unsold tokens from the Public Offering
  • 100.000.000 TKFG (10%) allocated for Liquidity Provisioning

If the full allocation of 300.000.000 TKFG is not sold during the Public Offering, the remaining unsold TKFG tokens will be transferred to the Ecosystem Growth Reserve.

E.13 Targeted holders

ALL (all types of investors)

E.14 Holder restrictions

Not applicable.

E.15 Reimbursement notice

Purchasers participating in the offer to the public of crypto-asset will be able to be reimbursed if the minimum target subscription goal is not reached at the end of the offer to the public, if they exercise the right to withdrawal provided for in Article 13 of Regulation (EU) 2023/1114 of the European Parliament and of the Council or if the offer is cancelled.

E.16 Refund mechanism

If a purchaser exercises their right of withdrawal, the full amount paid will be refunded in the same payment method used for the purchase. Refunds will be processed via the original transaction channel (e.g., fiat or crypto wallet) after submission of the withdrawal request.

E.17 Refund timeline

tokenforge GmbH ensures that any refunds requested by retail purchasers exercising their right to withdraw from the purchase of TKFG tokens will be processed without undue delay.

Refunds will be executed promptly and, in any case, no later than 14 days from the date on which tokenforge GmbH is notified of the purchaser’s decision to withdraw from the purchase agreement.

E.18 Offer phases

The Public Offering is divided into six structured phases, with prices increasing progressively and vesting periods decreasing per phase.

  • Total Public Offering allocation: 300.000.000 TKFG tokens (30% of total supply)
  • Phase duration: Six distinct phases, each offering 50.000.000 TKFG tokens. Each phase ends, when the provided tokens are completely sold.
  • The price in the first phase will be 0,02 € per token and will increase by 0,01 € for each phase ending with 0,07 € in the last phase.
  • Vesting structure: Longer vesting in early phases to reward early supporters while ensuring market stability.
E.19 Early purchase discount

The public offering of TKFG tokens is structured into six phases, each with a different price and vesting period. Purchasers in earlier phases receive a lower price per token, reflecting their long-term commitment to the project and the extended vesting schedule.

The structured pricing and vesting model are as follows:

  • Phase 1: 0,02 € per token, 50.000.000 tokens, 48-week vesting
  • Phase 2: 0,03 € per token, 50.000.000 tokens, 40-week vesting
  • Phase 3: 0,04 € per token, 50.000.000 tokens, 32-week vesting
  • Phase 4: 0,05 € per token, 50.000.000 tokens, 24-week vesting
  • Phase 5: 0,06 € per token, 50.000.000 tokens, 16-week vesting
  • Phase 6: 0,07 € per token, 50.000.000 tokens, 8-week vesting

Purchasers who acquire tokens during earlier phases receive a lower purchase price, but their tokens are subject to vesting, ensuring a gradual release over time.

Justification for differentiated pricing: The early purchase discount rewards early adopters who support the project at an initial stage. The vesting mechanism aligns incentives by preventing immediate market liquidation, ensuring stability in the token economy.

Impact on other purchasers: The structured pricing and vesting ensure that all purchasers participate under predefined conditions. Earlier investors accept longer lock-up periods in exchange for a lower price, while later-stage purchasers benefit from reduced vesting durations. The listing price ensures a balanced entry point for all participants after the public offering is complete.

E.20 Time-limited offer

True

E.21 Subscription period beginning

2025-07-01 (intended)

E.22 Subscription period end

2026-04-30 (intended)

or when all TKFG tokens allocated for the offer are sold.

E.23 Safeguarding arrangements for offered funds/crypto-assets

tokenforge GmbH has implemented effective safeguarding measures for funds and crypto-assets collected during the public offering period.

During the public offering, all funds and crypto-assets received from purchasers will be securely monitored and safeguarded by one or more of the following entities:

  • A licensed credit institution, in cases where fiat funds are collected during the public offering.
  • A regulated crypto-asset service provider (CASP) that is authorized to hold and manage crypto-assets on behalf of clients.

These safeguarding arrangements will remain in place until the expiration of the investor’s right of withdrawal in accordance with MiCAR.

E.24 Payment methods for crypto-asset purchase

Purchasers wishing to acquire TKFG tokens during the Public Offering must complete the purchase through the designated tokenforge GmbH sales platform (https://presale.tokenforge.io). The acquisition process consists of the following steps:

  1. Accessing the sales platform (https://presale.tokenforge.io)
  • Purchasers have to register with email address for further communication.
  • Purchasers can connect a compatible self-custody EVM wallet via WalletConnect.
  • Alternatively, purchasers may provide a cold wallet or a custodian wallet for token allocation.
  1. Selection of purchase option
  • Purchasers select the number of TKFG tokens they wish to acquire based on availability in the current phase of the Public Offering.
  • The price per token is determined by the structured multi-phase offering model.
  1. Payment methods
  • Accepted payment methods include: 
  • Crypto-assets like USDC, ETH and potentially other stable coins.
  • Potentially Fiat currency (EUR) via credit card and payment provider.
  • Payment confirmation is required before token allocation.
  1. Finalization of purchase
  • Once payment is received and verified, TKFG tokens will be allocated to the purchaser’s registered wallet.
  • Tokens subject to vesting will be locked and gradually released according to the predefined vesting schedule.

Purchasers must ensure that their wallet is compatible with the token standard and remains accessible for token distribution. Failure to complete any of the required steps may result in the cancellation of the purchase request.

E.25 Value transfer methods for reimbursement

Not applicable

E.26 Right of withdrawal

Purchasers participating in the Public Offering of TKFG tokens have the right to withdraw their commitment during the specific offer period of the Public Offering phase in which they purchased tokens, in accordance with Article 13 of Regulation (EU) 2023/1114.

The withdrawal period begins on the day the investor bindingly agrees to purchase the TKFG token and ends at the end of 14 calendar days. It is irrelevant whether the withdrawal period ends on a weekday, a Sunday or a public holiday. Withdrawal is possible in any form and without giving reasons and can be addressed to the following e-mail address: tkfg@tokenforge.io

Once a Public Offering phase has ended, the right of withdrawal for that phase expires, and commitments become final.

E.27 Transfer of purchased crypto-assets

TKFG tokens purchased during the Public Offering will be transferred to the purchaser’s designated wallet after the completion of the Public Offering and the Token Generation Event (TGE).

  1. Wallet options
    • Purchasers using self-custody wallets can connect their EVM-compatible wallet via WalletConnect on the sales platform.
    • Alternatively, purchasers may provide a cold wallet address or designate a custodian wallet for token allocation.
  2. Token allocation timing
    • Tokens will be allocated after the Public Offering ends and the TGE takes place.
    • Tokens subject to vesting will remain locked and will be released gradually according to the predefined schedule.
  3. Smart contract execution

Transfers will be executed automatically via smart contracts. Failure to provide a valid wallet or maintain access may result in delays or inability to receive TKFG tokens.

E.28 Transfer time schedule

The vesting schedule for TKFG tokens will commence at the Token Generation Event (TGE), which occurs 15 days after the final Public Offering phase ends.

The transfer schedule for TKFG tokens follows a structured release timeline to ensure smooth market integration and investor protection:

  • Early Backers (Private Sale):
    • Tokens will be released gradually over 48 weeks, starting from TGE.
  • Public Offering Purchasers:
    • Tokens will start unlocking after the TGE, with full vesting completed between 8 and 48 weeks, depending on the phase of the Public Offering in which the tokens are purchased.
  • Team & Advisor Allocations:
    • A 12-week cliff starting from TGE.
    • TKFG tokens will be fully vested over 78 weeks including the cliff.
  • Liquidity Allocation:
    • Liquidity tokens (10%) will be available immediately at TGE to ensure an efficient trading environment.
  • Ecosystem Growth Reserve:
    • Tokens may be allocated through individually negotiated vesting agreements to optimally support strategic projects and partnerships.

Exact vesting periods and unlock conditions for each category are detailed in Section 10.1 (Total Supply and Allocation).

E.29 Purchaser's technical requirements

Purchasers must provide a compatible wallet for receiving TKFG tokens. The following wallet options are available:

  1. Self-custody wallets
    • Purchasers may connect their own EVM-compatible wallet via WalletConnect to ensure seamless interaction with the sales platform.
  2. Cold wallets
    • TKFG tokens can be allocated to cold wallets, provided the purchaser ensures compatibility with ERC-20 standard tokens and transaction accessibility.
  3. Custodian wallets
    • Institutional or managed custodian wallets can be designated for TKFG token allocation. Purchasers using custodian services must ensure that the wallet provider supports token deposits and withdrawals.

It is the purchaser’s responsibility to ensure access to the designated wallet for future transactions.

E.30 Crypto-asset service provider (CASP) name

Not applicable.

E.31 CASP identifier

Not applicable.

E.32 Placement form

WOUT (without a firm commitment basis)

E.33 Trading platforms name

Not applicable.

E.34 Trading Platforms Market identifier code (MIC)

Not applicable; platform details to follow after the public sale.

E.35 Trading platforms access

Not applicable.

E.36 Involved costs

Not applicable.

E.37 Offer expenses
Expense Type Amount in EUR
Legal and Compliance Fees 100.000,00
Marketing and Distribution 250.000,00
Technical Infrastructure 200.000,00
E.38 Conflicts of interest

tokenforge GmbH controls the majority of TKFG tokens for operational needs, the Ecosystem Growth Reserve and liquidity, which may present a conflict of interest if strategic token sales or buybacks influence the market.

E.39 Applicable law

German law, unless otherwise required by mandatory provisions of applicable consumer protection or private international law.

E.40 Competent court

The competent court for any legal disputes shall be the courts of Hamburg, Germany, unless otherwise required by mandatory provisions of applicable consumer protection or private international law.

Part F – Information about the crypto-assets

F.1 Crypto-asset type

Under the MiCAR taxonomy, TKFG token is a crypto-asset other than e-money token or asset referenced token.

F.2 Crypto-asset functionality

The TKFG token provides its holders with a 20% discount on service fees within the Tokenforge platform. This discount is applied by staking a number of TKFG tokens equal to 20% of the expected service costs for the duration of the issuance.

F.3 Planned application of functionalities

The functionalities of the TKFG token, specifically the discount application, will be active from the beginning of the public sale and upon successful staking by the clients.

A description of the characteristics of the crypto-asset, including the data necessary for classification of the crypto-asset white paper in the register referred to in Article 109 of Regulation (EU) 2023/1114, as specified in accordance with paragraph 8 of that Article.
F.4 Type of crypto-asset white paper

OTHR (Other)

F.5 The type of submission

NEWT (New)

F.6 Crypto-asset characteristics

The TKFG token is a cryptographic utility token designed for use within the tokenforge ecosystem, providing issuers with access to a discount on platform service fees. The token does not represent an ownership interest, voting rights, or entitlement to revenue distribution from tokenforge GmbH.

  1. Name, symbol, and token type
  • Token name: tokenforge Token
  • Token symbol: TKFG
  • Token standard: ERC-20 compliant, operating on EVM-compatible blockchains
  • Blockchain: Base, public permissionless
  1. Functionality and purpose
  • TKFG provides a 20% discount on platform service fees for issuers who stake TKFG during the issuance of tokenized assets.
  • The token is not required to access the platform’s tokenization services but offers financial advantages to holders.
  • TKFG cannot be redeemed for fiat currency or other off-platform assets.
  1. Transferability and usage
  • TKFG tokens can be freely transferred between compatible wallets.
  • The tokens will be listed on decentralized exchanges (DEXs) following the Token Generation Event (TGE) and the establishment of a liquidity pool.
  1. Security and smart contracts
  • The token operates on audited smart contracts that facilitate transfers, staking, and discount validation.
  • Smart contract security is reinforced through regular third-party audits and internal security protocols.
  1. Future development and adaptability
  • While the token’s current primary function is to provide fee discounts, tokenforge GmbH reserves the right to introduce additional functionalities in compliance with regulatory requirements.

The tokenforge Token (TKFG) is designed to integrate seamlessly into the tokenforge platform’s existing tokenization infrastructure while maintaining transparency, security, and usability.

F.7 Commercial name or trading name

tokenforge GmbH

F.8 Website of the issuer

https://tokenforge.io

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

2025-07-01 (intended)

F.10 Publication date

2025-06-27

F.11 Any other services provided by the issuer

tokenforge GmbH offers comprehensive tokenization services, including white-label solutions for issuing asset-backed tokens and infrastructure for lifecycle management of tokenized assets. These services are provided in compliance with applicable European and national regulations.

F.12 Language or languages of the crypto-asset white paper

EN (English)

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

Digital Token Identifier: Not available (DTI to be provided upon availability)

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

Not available

F.15 Voluntary data flag

False

F.16 Personal data flag

False

F.17 LEI eligibility

True

F.18 Home member state

DE (Germany)

F.19 Host Member States

Not applicable; host member states will be listed if cross-border distribution is planned.

Part G – Information on the rights and obligations attached to the crypto-assets

G.1 Purchaser Rights and Obligations

Purchasers of the TKFG token acquire property over the asset, which includes the bundle of rights under the applicable legal systems (right to use, right to transfer, etc.). 

Purchasers of the TKFG token are entitled to a 20% discount on Tokenforge platform service fees for token issuance and management, provided they meet the staking requirements. The TKFG token does not confer any ownership, voting rights, or dividend entitlements within tokenforge GmbH.

Obligations are determined by the applicable legal system but there are no obligations intrinsic to the purchase of the TKFG token itself.

G.2 Exercise of Rights and Obligations

To exercise the right to a 20% discount, holders must stake TKFG tokens equal to 20% of the total expected service costs. The required number of tokens is determined based on the average market price of TKFG on a decentralized exchanges (DEXs) at the time of staking. Staking must be completed at the start of the issuance period, and tokens must remain locked for the entire period to maintain the discount.

Example 1: Staking TKFG Tokens for a Single Bond Issuance on the tokenforge Platform

Key Assumptions:

  1. Issuance Volume: 10.000.000,00 €
  2. Bond Duration: 4 years
  3. Annual Platform Fees: 24.000,00 € per year
  4. Signing Fee: 0.4% of the issuance volume = 40.000,00 € (one-time)
  5. Administrative Fee: 0.3% of the issuance volume per year = 30.000,00 € per year
  6. Setup Fee for the Platform: 20.000,00 € (one-time fee)

Cost Breakdown:

  • Setup Fee: 20.000,00 € (allocated entirely to Bond 1)
  • Signing Fee: 40.000,00 € (one-time)
  • Platform Fees: 24.000,00 € per year × 4 years = 96.000,00 €
  • Administrative Fees: 30.000,00 € per year × 4 years = 120.000,00 €

Total Costs:
20.000,00 € (setup) + 40.000,00 € (signing) + 96.000,00 € (platform) + 120.000,00 € (administration) = 276.000,00 €

Discount with TKFG (20%):
276.000,00 € × 20% = 55.200,00 € savings

TKFG Tokens Required for Staking:
55.200,00 € ÷ 0,14 € per token = 394.286 TKFG tokens

Unstaking of Tokens:

The 394.286 staked TKFG tokens remain locked for the 4-year duration of the bond and are unstaked at the end of year 4, provided all conditions are met.

Example 2: Staking of TKFG Tokens for an Additional Bond Issuance on the tokenforge Platform

Key Assumptions:

  1. Issuance Volume: 10.000.000,00 € per bond
  2. Bond Durations: 
    • Bond 1: 4 years (Years 1 to 4)
    • Bond 2: 4 years (Years 3 to 6)
  3. Annual Platform Fees: 24.000,00 € per year (only once, regardless of the number of bonds)
  4. Signing Fee: 0.4% of the issuance volume = 40.000,00 € per bond (one-time)
  5. Administrative Fee: 0.3% of the issuance volume per year = 30.000,00 € per bond, per year
  6. Setup Fee for the Platform: 20.000,00 € (one-time, allocated only to Bond 1)

Cost Calculation for Bond 1 (Years 1 to 4):

  • Setup Fee: 20.000,00 € (allocated entirely to Bond 1)
  • Signing Fee: 40.000,00 € (one-time)
  • Platform Fees: 24.000,00 € per year × 4 years = 96.000,00 €
  • Administrative Fees: 30.000,00 € per year × 4 years = 120.000,00 €
  • Total Costs for Bond 1: 20.000,00 € + 40.000,00 € + 96.000,00 € + 120.000,00 € = 276.000,00 €
  • Discount with TKFG (20%): 276.000,00 € × 20% = 55.200,00 € savings
  • Required TKFG Tokens for Staking: 55.200,00 € ÷ 0,14 €= 394.286 TKFG tokens

Unstaking of tokens for Bond 1:
Staked 394.286 TKFG tokens are unstaked at the end of year 4.

Cost Calculation for Bond 2 (Years 3 to 6):

  • Setup Fee: 0,00 € (no setup fee allocated to Bond 2)
  • Signing Fee: 40.000,00 € (one-time)
  • Platform Fees: 
    • Years 3 and 4: covered by Bond 1
    • Years 5 and 6: 24.000,00 € per year × 2 years = 48.000,00 €
  • Administrative Fees: 30.000,00 € per year × 4 years = 120.000,00 €
  • Total Costs for Bond 2: 40.000,00 € + 48.000,00 € + 120.000,00 € = 208.000,00 €
  • Discount with TKFG (20%): 208.000,00 € × 20% = 41.600,00 € savings
  • Required TKFG Tokens for Staking: 41.600,00 € ÷ 0,14 € = 297.143 TKFG tokens

Unstaking of tokens for Bond 2:

Staked 297.143 TKFG tokens are unstaked at the end of year 6.

Combined Costs and Savings

Total Costs for Both Bonds (Standard):

  • Bond 1: 276.000,00 €
  • Bond 2: 208.000,00 €
  • Total: 484.000,00 €

Combined Savings with TKFG (20%):

  • Bond 1: 55.200,00 €
  • Bond 2: 41.600 €
  • Total: 96.800,00 €

Total Required TKFG Tokens for Both Bonds:

  • Bond 1: 394.286 TKFG tokens
  • Bond 2: 297.143 TKFG tokens
  • Total Tokens Staked: 691.429 TKFG tokens

Purpose of the Administrative Fee

The administrative fee of 0.3% per year covers:

  • Corporate actions, including annual interest payments to bondholders

Investor communication, including updates, reports, and notifications

Summary

With the inclusion of market-standard fees (0.4% signing fee, 0.3% annual administrative fee), the issuer’s costs and savings are as follows:

Bond 1:

  • Total Costs: 276.000,00 €
  • Savings with TKFG: 55.200,00 €
  • TKFG Tokens Staked: 394.286 tokens (unstaked at the end of year 4)

Bond 2:

  • Total Costs: 208.000,00 €
  • Savings with TKFG: 41.600,00 €
  • TKFG Tokens Staked: 297.143 tokens (unstaked at the end of year 6)

Combined, the issuer saves 96.800,00 € in fees over the duration of both bonds by staking 691.429 TKFG tokens.
All staked tokens are returned at the end of each bond’s term, ensuring flexibility for future projects.

G.3 Conditions for modifications of rights and obligations

The rights and obligations associated with the TKFG token are determined at the time of purchase and staking. Any modifications to discount rates, staking requirements, or other token-related conditions will apply exclusively to future staking agreements and will not affect tokens that are already staked under pre-existing terms.

Each staking event constitutes a separate contractual commitment. This means that clients who have staked TKFG tokens under specific conditions retain those conditions for the entire staking period. Any adjustments to staking requirements or discount rates will only apply to new issuances where staking has not yet commenced.

G.4 Future public offers

Not applicable.

G.5 Issuer retained crypto-assets

A portion of the TKFG token supply is retained by the issuer and key stakeholders, following structured vesting schedules to ensure long-term commitment to the platform’s development.

The retained allocations are distributed as follows:

  1. Team Allocation (10%):
  • Subject to a 78-week vesting period including a 12-week cliff.
  • Ensures alignment with platform growth and development milestones.
  • (For full details, see F.6 Crypto-Asset Characteristics.)
  1. Advisors (2%):
  • Same vesting structure as the team allocation (78-week vesting including a 12-week cliff).
  • Designed to retain experienced professionals supporting the ecosystem.
  1. Ecosystem Growth Reserve (38%):
  • Strategic reserve to support partnerships, incentives, and long-term ecosystem development.
  • Vesting will be governed by individual agreements tailored to the specific requirements and timelines of the supported projects or partners.
  • (See F.6 Crypto-Asset Characteristics for allocation details.)
  1. Liquidity Reserve (10%):
  • Fully unlocked at the Token Generation Event (TGE).
  • Provides initial liquidity for exchange listings and market stability.
G.6 Utility token classification

True

G.7 Key features of goods/services of utility tokens

The TKFG token provides access to discounted platform services for clients. This includes a 20% reduction in fees related to token issuance and management on the tokenforge platform, which can be accessed by staking TKFG tokens.

G.8 Utility tokens redemption

The TKFG token is redeemed indirectly by providing staking-based discounts within the tokenforge platform. Tokens staked by users do not represent a direct exchange for services but enable access to discounts, improving cost efficiency for clients.

G.9 Non-trading request

True

G.10 Crypto-assets purchase or sale modalities

After the offer to the public, the TKFG token can be purchased or sold on designated decentralized exchanges (DEXs).

G.11 Crypto-assets transfer restrictions

There are no transfer restrictions on TKFG tokens. However, staked tokens are non-transferable for the duration of the issuance period to ensure discount eligibility.

G.12 Supply adjustment protocols

False

G.13 Supply adjustment mechanisms

Not applicable.

G.14 Token value protection schemes

False

G.15 Token value protection scheme description

Not applicable.

G.16 Compensation schemes

False

G.17 Compensation scheme description

Not applicable.

G.18 Applicable law

German law, unless otherwise required by mandatory provisions of applicable consumer protection or private international law.

G.19 Competent court

The competent court for any legal disputes shall be the courts of Hamburg, Germany, unless otherwise required by mandatory provisions of applicable consumer protection or private international law.

Part H – Information on the underlying technology

H.1 Distributed ledger technology (DLT)

The TKFG token is issued on Base, a Layer 2 network built on Ethereum using the OP Stack developed by Optimism. The token complies with the ERC-20 standard, enabling compatibility with the Ethereum ecosystem, including wallets, smart contracts, and decentralized applications.

Base is a public and permissionless network, allowing unrestricted access for users and developers. This ensures transparency, interoperability, and broad usability of the token infrastructure.

H.2 Protocols and technical standards

The TKFG token adheres to the ERC-20 token standard as defined within the Ethereum ecosystem. This includes standardized functions for token transfers, approvals, and balance management, enabling seamless integration with compliant wallets, custody providers, and decentralized applications. Smart contract code is publicly verifiable and deployed on a transparent and auditable infrastructure.

H.3 Technology used

Base utilizes the OP Stack, an open-source framework maintained by Optimism, to implement an Optimistic Rollup architecture. This design allows for off-chain transaction execution with periodic submission of data to Ethereum for finality and data availability. The OP Stack ensures modularity, Ethereum compatibility, and scalability, while retaining full access to Ethereum’s tooling and security assurances.

H.4 Consensus mechanism

Base does not operate its own consensus mechanism. Instead, it relies on Ethereum for settlement, finality, and security. Ethereum uses a Proof of Stake (PoS) consensus model, in which validators confirm transactions and secure the network. While Base currently uses a centralized sequencer operated by Coinbase to order transactions, the underlying infrastructure remains public and permissionless, and long-term decentralization of sequencing is anticipated within the rollup roadmap.

H.5 Incentive mechanisms and applicable fees

Users on Base pay Layer 2 transaction fees for execution and Layer 1 posting fees for data availability on Ethereum. These fees are significantly lower than on Layer 1 due to batching and compression.

Fee structures may include:

  • L2 execution fees
  • L1 data posting fees
  • Application-specific service fees (e.g. token issuance)

Base leverages the efficiency of the OP Stack while maintaining Ethereum-grade security, ensuring scalability and economic sustainability for applications built on top.

H.6 Use of Distributed Ledger Technology

False.

H.7 DLT Functionality Description

Not applicable.

H.8 Audit

False.

H.9 Audit outcome

Not applicable.

Part I – Information on risks

I.1 Offer-related risks

Issuer-related Risks:

The value and functionality of the TKFG token are directly tied to the actions and success of tokenforge GmbH. If tokenforge GmbH fails, ceases operations, or cannot maintain its platform and services, the TKFG token may lose its intended utility and could become worthless.

Financial Stability and Operational Risks:

The TKFG token's value depends on the financial health and operational capabilities of tokenforge GmbH. If the company faces liquidity shortages, funding difficulties, or rising operational costs, it may impact the platform's development and service continuity, thereby reducing the token’s usability and demand.

Dependence on Key Personnel:

The success of tokenforge GmbH heavily relies on its leadership and technical expertise. The loss of key personnel – especially those in executive or technology roles – could disrupt operations and impact the company’s ability to meet its commitments. A lack of succession planning could exacerbate this risk.

Strategic and Business Model Risks:

The tokenization industry is highly dynamic, requiring continuous adaptation to evolving regulations, customer needs, and technological advancements. If tokenforge GmbH fails to align its business model with market trends, it may experience reduced platform adoption, negatively affecting the demand and utility of the TKFG token.

Risk of Competitors:

Other companies may replicate or improve upon tokenforge GmbH’s business model, potentially reducing its market share. Increased competition could limit platform adoption and the effectiveness of the TKFG token’s discount mechanism.

Regulatory Compliance and Legal Risks (MiCAR Compliance):

As the issuer of a utility token, tokenforge GmbH must comply with Markets in Crypto-Assets Regulation (MiCAR) and other relevant financial regulations. Changes in regulatory frameworks specific to token issuance, tokenized financial instruments, or financial services may impose additional compliance obligations, operational constraints, or legal risks. Regulatory non-compliance could impact the functionality of TKFG and its market acceptance.

Custodial and Reimbursement Risks:

The TKFG token is primarily designed for self-custody, meaning purchasers are responsible for securing their assets. If tokens are stored with third-party custodians, there is a risk of insolvency, security breaches, or operational failures affecting token retrieval. Additionally, reimbursement mechanisms mandated under MiCAR require proper execution, and delays or technical issues may affect timely refunds.

Team Vesting Risks:

A portion of TKFG tokens is allocated to the team and advisors, with a structured vesting period to ensure long-term alignment. However, potential risks include unforeseen departures, changes in management, or strategic misalignment, which could impact market confidence and tokenholder trust.

Price Risk and Token Allocation:

The public offering comprises only a fraction of the total TKFG tokens in circulation. A significant portion of tokens was allocated at earlier, lower prices (or for free), which could impact price stability. Any large-scale sales by early holders or team members after vesting periods could create downward pressure on the token price.

Liquidity and Listing Risks:

While TKFG will be listed on a decentralized exchange (DEX), listing does not guarantee active market participation or liquidity. Purchasers may experience difficulty in selling their TKFG tokens at desired prices due to no or low trading volumes or price slippage.

Risk of Conflicts of Interest:

tokenforge GmbH retains a significant portion of TKFG tokens for ecosystem development and liquidity provision. The company’s decisions regarding token sales, strategic reserves, or buybacks may impact the market price and investor confidence.

Management and Governance Risks:

Poor strategic decisions, lack of governance oversight, or mismanagement of financial and operational resources could affect the long-term viability of tokenforge GmbH and, consequently, the TKFG token. In an extreme case, insolvency of tokenforge GmbH could render the TKFG token non-functional.

Reputation Risk:

Negative publicity, legal disputes, regulatory investigations, or service failures could impact the reputation of tokenforge GmbH, leading to loss of confidence in the platform and the TKFG token. A deterioration in public perception may reduce demand and adoption of the token.

I.2 Issuer-related risks

Not applicable, as the issuer is the same as the offeror (see I.1).

I.3 Crypto-assets-related risks

The TKFG token, as a utility token, is subject to various risks that may affect its valuation, liquidity, security, regulatory status, and overall usability. The following risks outline key factors that could impact the token and its holders.

Market Volatility:

The market price of TKFG (if any) may fluctuate significantly due to demand within the tokenforge platform and broader crypto-market conditions. Volatility may result from external economic factors, regulatory changes, or shifts in investor sentiment. These fluctuations can cause token prices to drop and even become worthless within a very short period of time.

Limited Fungibility and Trading Risks:

At the time of the public offering of TKFG tokens, there is no established market price, as the tokens will not be immediately listed on an exchange. The token is planned to be listed on the decentralized exchange (DEX) Uniswap after the Token Generation Event (TGE). However, there is no guarantee of sufficient liquidity or trading volume, which could impact the ability of holders to sell or trade TKFG tokens at desired prices. Additionally, price discovery in early trading phases may be subject to high volatility, price slippage, and potential market manipulation.

Limited Utility and Usability Outside the Platform:

The TKFG token serves as a discount mechanism for tokenforge platform services. The prices for these services are determined directly by tokenforge GmbH. While TKFG tokens will be freely transferable after vesting, their value and demand are directly tied to platform adoption and service usage, determined by tokenforge GmbH. A decline in user engagement or tokenization services could reduce token demand. The TKFG token is not redeemable for fiat currency within the platform, and its usability in external ecosystems remains limited.

Dependence on Blockchain Infrastructure:

The TKFG token operates on the Base blockchain (ERC-20 standard), meaning its functionality is dependent on the stability, security, and efficiency of the blockchain network. Risks associated with blockchain infrastructure include:

  • Network congestion or technical failures, which may impact transaction speed and increase transaction costs.
  • Potential blockchain forks or protocol changes, which could require adjustments to TKFG’s smart contracts.
  • Reliance on third-party nodes and validators, introducing risks related to centralization, validator failures, or malicious activities.

Blockchain Security Risks:

As a blockchain-based asset, the TKFG token is exposed to cybersecurity risks, including hacking, data breaches, or smart contract vulnerabilities. If the underlying smart contracts contain flaws, they could be exploited by malicious actors, leading to financial losses for token holders. Despite security audits, unforeseen vulnerabilities could still pose risks to token security and functionality.

Jurisdictional Restrictions:

Regulations regarding crypto-assets vary across different jurisdictions. Some countries may impose restrictions on the trading, holding, or usage of TKFG tokens. Purchasers must ensure that they comply with local legal requirements before acquiring or using the token.

Innovation and Market Relevance Risk:

The blockchain and tokenization industry is evolving rapidly. Emerging technologies, new regulatory frameworks, or competitive solutions may affect the long-term relevance of the TKFG token. If tokenforge GmbH fails to continuously adapt to industry trends, the token’s value and demand may decline over time.

Lack of Ownership or Governance Rights:

Holding TKFG tokens does not grant equity, voting rights, or decision-making control over tokenforge GmbH. Token holders have no influence over business strategies, pricing models, or platform governance. Changes to platform fees, services, or token utility may occur without direct input from TKFG holders.

I.4 Project implementation-related risks

Development and Deployment Risk

The success of the TKFG token depends on the effective and timely development of the tokenforge platform. Delays in development, unforeseen technical challenges, or failure to implement planned features could negatively affect the platform’s ability to deliver services as intended. If core functionalities are not developed or deployed as planned, the token’s utility may be diminished.

Scalability and Performance Risk

As adoption of the tokenforge platform increases, scalability and performance limitations may emerge. High transaction volumes or unexpected demand surges could lead to network congestion, slower processing times, or degraded platform performance. These issues could limit the usability of the TKFG token, affecting user experience and overall market confidence.

Dependence on External Partnerships and Service Providers

tokenforge GmbH relies on third-party service providers and technology partners for critical functions, including blockchain infrastructure, liquidity provision, and regulatory compliance services. Failures, security breaches, insolvency, or operational issues affecting these external providers could disrupt platform services, impacting the utility and availability of the TKFG token.

Funding Risks

The further development and maintenance of the tokenforge platform require sufficient financial resources. tokenforge GmbH depends on revenues from platform services, external funding, and market adoption. Economic downturns, reduced investor confidence, or unexpected financial challenges could impact the company’s ability to sustain platform operations and technological advancements. If tokenforge GmbH is unable to secure sufficient funding, it may be forced to scale back platform development, reducing the TKFG token’s long-term viability.

Technological and Integration Risk

Integrating blockchain-based infrastructure with existing financial and legal systems presents technological and compatibility challenges. Changes in blockchain protocols, security vulnerabilities, or unforeseen technical constraints could delay or restrict platform features, directly affecting the usability of the TKFG token.

Regulatory Compliance for Project Implementation

The legal and regulatory landscape for tokenization and blockchain services continues to evolve. New regulatory requirements or changes in interpretation could impose additional compliance burdens on tokenforge GmbH. This may include restrictions on token offerings, modifications to token-based services, or new licensing requirements. Non-compliance with these regulations could lead to penalties, service limitations, or operational restrictions, all of which could affect the functionality and marketability of the TKFG token.

I.5 Technology-related risks

Blockchain and Smart Contract Vulnerability

The TKFG token’s smart contracts are susceptible to coding vulnerabilities, bugs, or security flaws that could be exploited by malicious actors. A breach in the smart contract could result in unauthorized transactions, token loss, or manipulation of staking mechanisms, affecting the token’s security and trust among holders. Even though security audits are conducted, unforeseen vulnerabilities may still pose a risk.

Cybersecurity and Data Breach Risks

As a blockchain-based asset, the TKFG token is exposed to cybersecurity threats such as hacking, phishing attacks, and data breaches. If attackers compromise tokenforge GmbH’s infrastructure or the wallets of token holders, this could result in financial losses, operational disruptions, and reputational damage.

Dependency on Underlying Blockchain Stability and Performance

The TKFG token operates on the Base blockchain (ERC-20 standard), meaning its functionality depends on the stability and efficiency of this network. Risks include:

  • Network congestion, which may lead to higher transaction fees or slower confirmation times.
  • Technical failures, blockchain reorgs, or forks, which could impact token transfers and staking mechanisms.
  • Reliance on third-party validators and node operators, which may introduce security vulnerabilities or service disruptions.

Wallet and Private Key Risk

TKFG token holders are responsible for the custody of their tokens in a compatible cryptographic wallet and for securing their private keys. Loss of a private key means permanent loss of access to the TKFG tokens, with no possibility of recovery. If a holder connects their wallet to malicious applications or platforms, they risk unauthorized access to their assets.

Technology Obsolescence Risk

Blockchain technology is rapidly evolving. If tokenforge GmbH’s platform does not adapt to new standards, interoperability solutions, or emerging security protocols, the TKFG token’s utility and competitive relevance may diminish over time. New blockchain innovations could introduce more efficient tokenization models, potentially reducing demand for the TKFG token.

Risk of Technical Failures and Downtime

Technical issues, such as server outages, software bugs, or API failures, could lead to platform downtime, transaction delays, or staking errors. If prolonged, such failures may disrupt user confidence and limit access to the TKFG token’s functionality.

Data Privacy and Compliance Risk

tokenforge GmbH processes user data in compliance with applicable data protection laws, such as the General Data Protection Regulation (GDPR). Failure to adequately protect user information could lead to regulatory penalties, loss of user trust, and potential restrictions on platform operations. Any data breaches or non-compliance with privacy regulations may impact the long-term adoption of TKFG token-based services.

I.6 Mitigation measures

Smart Contract Audits and Security Measures

All smart contracts related to the TKFG token will undergo an independent security audit before the Token Generation Event (TGE). These audits aim to identify and mitigate vulnerabilities in the code, ensuring the secure execution of staking, transfers, and discount mechanisms. Regular internal security reviews and updates will be conducted to maintain the integrity of smart contracts.

Cybersecurity Framework

tokenforge GmbH has implemented a multi-layered cybersecurity strategy, including encryption, regular security assessments, and robust access control measures. Protection against phishing attacks, malware, and unauthorized access is prioritized to safeguard both platform operations and user assets.

ISO 27001 Certification and Information Security Compliance

tokenforge GmbH is in the process of obtaining ISO 27001 certification, which is expected to be completed in May 2025. This certification ensures adherence to internationally recognized information security management standards, including risk assessment, data protection, and cybersecurity resilience.

Incident Response and Contingency Planning

A structured incident response plan is in place to address potential security breaches, smart contract failures, and operational disruptions. This includes predefined escalation procedures, forensic analysis protocols, and corrective action mechanisms to minimize potential damages.

Compliance with Regulatory Standards

The TKFG token is issued under the Markets in Crypto-Assets Regulation (MiCAR) framework and aligns with applicable EU regulations for crypto-assets. Compliance measures include monitoring regulatory developments, implementing necessary legal adjustments, and ensuring adherence to financial and anti-money laundering (AML) obligations.

Blockchain Stability and Redundancy Measures

To mitigate risks associated with blockchain network congestion or disruptions, the TKFG token is issued on the Base blockchain, an Ethereum Layer-2 solution with high transaction efficiency. The platform maintains contingency protocols to address potential forks, blockchain failures, or network security concerns.

Private Key and Custody Risk Awareness

tokenforge GmbH provides guidance and educational materials to users on securing their wallets and private keys. The platform supports wallet connection mechanisms, reducing the risk of manual errors when entering wallet addresses. While tokenforge GmbH does not offer custodial services, users are encouraged to adopt secure storage solutions such as hardware wallets or trusted third-party custodians.

Governance and Internal Risk Management

To address risks related to financial stability, operational continuity, and strategic decision-making, tokenforge GmbH has established internal governance structures and risk monitoring frameworks. Key areas of focus include liquidity management, revenue planning, and continuous evaluation of business risks.

Vesting Mechanisms for Team and Early Backers (Private Sale)

To align the interests of key stakeholders with the long-term success of the TKFG token, a structured vesting schedule has been implemented. Team allocations, advisor grants, and early backer distributions are subject to predefined vesting periods to prevent excessive token supply from entering the market at once. This mechanism reduces short-term price volatility and ensures that contributors remain engaged with the project. The vesting schedule provides gradual token unlocks over a set period, mitigating risks related to sudden token dumps and ensuring a sustainable market.

Continuous Market Monitoring and Ecosystem Adaptation

The tokenforge platform actively monitors market conditions, technological advancements, and competitive developments to ensure long-term relevance. Adjustments to platform features, pricing models, and token utility will be made in response to evolving industry trends and regulatory requirements.

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

J.1 Adverse impacts on climate and other environment-related adverse impacts

Information referred to Commission Delegated Regulation (EU) 2025/422 with regard to regulatory technical standards specifying the content, methodologies and presentation of information in respect of sustainability indicators in relation to adverse impacts on the climate and other environment-related adverse impacts (see S.1 – S.36)

Mandatory information on principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism

General Information
S.1 Name

tokenforge GmbH

S.2 Relevant legal entity identifier

LEI 52990019QB3NF3E16D03

S.3 Name of the crypto assets

TKFG Token

S.4 Consensus Mechanism

N/A. Tokens do not have their own consensus mechanisms. TKFG’s consensus mechanism relies on its base layer, Base is an L2 network which also does not have a consensus mechanism (it leverages the OP Stack) but relies on Ethereum as its own base layer, ultimately utilising a Proof of Stake (PoS) consensus mechanism.

S.5 Incentive Mechanisms and Applicable Fees

N/A. Tokens do not have incentive mechanisms to secure transactions nor associated fees, as this is handled by the base layers.

S.6 Beginning of the period to which the disclosure relate

N/A as this token has not yet been minted

S.7 End of the period to which the disclosure relates

N/A as this token has not yet been minted

Mandatory key indicator on energy consumption
S.8 Energy consumption

0,36829 kWh per calendar year

S.9 Energy consumption sources and methodologies

www.micacryptoalliance.com/methodology

Supplementary key indicators on energy and GHG emissions
S.10 Renewable energy consumption

0,3431249554

S.11 Energy intensity

0,0000013423 kWh per transaction

S.12 Scope 1 DLT GHG emissions – controlled

0,00 t CO2eq per calendar year

S.13 3 Scope 2 DLT GHG emissions – purchased

0,00012 t CO2eq per calendar year

S.14 GHG Intensity

0,0000004474 kg CO2eq per transaction

Sources and methodologies
S.15 Key energy sources and methodologies

www.micacryptoalliance.com/methodology

S.16 Key GHG sources and methodologies

www.micacryptoalliance.com/methodology

Optional information on the principal adverse impacts on the climate and on other environment-related adverse impacts of the consensus mechanism
Optional Indicators
S.17 Energy mix
Energy source Percentage
Bioenergy 0,0327551658
Coal 0,1841243121
Gas 0,3130247892
Hydro 0,0963914923
Nuclear 0,1323794138
Other Fossil 0,0273465295
Other Renewables 0,0026209419
Solar 0,0610944953
Wind 0,1502628600
S.19 Carbon intensity

0,33330 kg CO2eq per kWh

S.22 Generation of waste electrical and electronic equipment (WEEE)

0,0000000805 t per calendar year

S.23 Non-recycled WEEE ratio

0,6055006672

S.24 Generation of hazardous waste

0,00000000004 t per calendar year

S.25 Generation of waste (all types)

0,0000000805 t per calendar year

S.26 Non-recycled waste ratio (all types)

0,6055006672

S.27 Waste intensity (all types)

0,0000002935 g per transaction

S.29 Impact of the use of equipment on natural resources

Land use: 0,89491 m²

S.31 Water use

0,00158 ㎥ per calendar year

S.32 Non-recycled water ratio

0,7228903252

Sources and methodologies
S.33 Key energy sources and methodologies

www.micacryptoalliance.com/methodology

S.34 Other GHG sources and methodologies

www.micacryptoalliance.com/methodology

S.35 Waste sources and methodologies

www.micacryptoalliance.com/methodology

S.36 Natural resources sources and methodologies

www.micacryptoalliance.com/methodology