Atlas Pre-Seed Programme Terms
Effective Date: 26 August 2026
(a) Administrator / Platform Operator: KEYSTRA Ltd., an International Business Company incorporated in the Republic of Seychelles on 17 March 2026 under the International Business Companies Act 2016, registration number C984038, registered office at Suite 9, Ansuya Estate, Revolution Ave, Victoria, Seychelles (“SWC Field”, the “Administrator”). The Administrator is not the seller of the IP Shares and does not receive payment.
(b) Seller / Contracting Party: Atlas Overseas FZE, a free zone company incorporated in the DWTC Free Zone, Dubai, UAE, registration number 4219, licence L-4407, registered office at Sheikh Rashid Tower, Floor 04, Premises 407-FZF 252, Dubai World Trade Centre, Sheikh Zayed Road, Dubai, UAE; Manager: Aliaksei Kazarchuk (the “Seller”). The Seller is the contracting party under the agreement for the sale and purchase of IP Shares, receives payment, transfers the IP Shares, maintains the Register and performs the obligations relating to royalties and any potential buyback.
(c) Buyer: an individual or legal entity that has successfully completed verification, generated an Allocation Statement and accepted the Offer (the “Buyer”).
These Terms form an integral part of the Seller’s public offer. The agreement is entered into between the Seller and the Buyer. The Administrator is not the seller of the IP Shares and does not receive payment.
The Seller undertakes to transfer, and the Buyer undertakes to accept and pay for, the number of IP Shares specified in the Allocation Statement automatically generated by the SWC system upon acceptance.
The agreement enters into force upon acceptance of the Offer and remains in force for an indefinite term. The number and price of the IP Shares are recorded in the Allocation Statement according to the selected package and the price schedule then in effect.
The base price of one IP Share at the Pre-Seed stage is USD 1.00. Any applicable bonuses, stages and instalment arrangements are disclosed to the Buyer before acceptance and recorded in the Allocation Statement.
Payment is made in two steps: (a) the Buyer funds the balance in the SWC Personal Account through an engaged licensed payment service provider; and (b) the Buyer uses that balance to pay for the IP Shares in favour of the Seller. All payment system fees are borne by the Buyer.
Funds credited to the balance but not debited in payment for IP Shares constitute a prepayment by the Buyer and may be withdrawn by the Buyer at any time upon request.
Transfer is effected by making an entry in the Register, which is technically maintained by the Seller, within three Business Days after payment in full and successful AML verification. Holdings are recorded by number of IP Shares against the relevant User ID, without individual serial numbers.
Title is evidenced by the entry in the Register and by a statement or certificate available through the Personal Account.
KYC is conducted by the Administrator before acceptance. Every purchase is subject to AML screening using Veriff. The Buyer must provide accurate and up-to-date information. The Seller may request additional documents, suspend performance and notify the competent authorities where required by applicable law.
The Operating Company pays a licence fee to the Seller, after which the Seller distributes among the holders, in proportion to their respective holdings, the portion of Licence Income actually received that is specified in the licence agreement. The indicative benchmark is 20% of Net Profit; this does not constitute a promised or guaranteed return.
No royalties are payable in the first operating year. Thereafter, unless otherwise specified, payments are made annually within 60 Business Days after the calculation has been approved by the Seller. No payment is made if there is no Licence Income.
The calculation is based on the Operating Company’s annual audited financial statements prepared in accordance with IFRS. Access is provided through the Personal Account within 30 days after approval. Once per year, the Buyer may request the audited financial statements, the calculation of Licence Income and the calculation of the Buyer’s royalty; the response period is 30 Business Days.
A buyback is an optional mechanism exercisable solely at the Seller’s discretion and may not take place earlier than five years after the Pre-Seed round closes. It is not an obligation of the Seller, a guarantee of liquidity or an expected means of recovering funds.
The Buyer has the right, but not the obligation, to participate in any buyback offered. Whether a buyback is available and on what terms depends, among other things, on the Seller’s financial condition.
The closing of the Launch Stage is subject to achievement of the minimum target amount set for the round. If that amount is not achieved, the Seller may declare the round closed and use the funds for project development, extend the fundraising period or voluntarily refund the funds.
Failure to achieve the minimum target amount does not, in itself, create a right to a refund. This does not limit any rights that the Buyer cannot waive under mandatory provisions of applicable law.
Any amendment that reduces the royalty share, makes the buyback terms less favourable, restricts information rights or weakens the anti-dilution protection of an existing Buyer applies to that Buyer only with the Buyer’s written consent. Notice of any other amendment will be given through the Personal Account at least 14 days in advance.
The Seller may terminate the agreement in the event of a confirmed KYC/AML breach. Termination does not release either party from obligations accrued before termination.
The agreement is governed by the laws of the United Arab Emirates. The parties shall first attempt to resolve any dispute through the complaints procedure.
Any dispute not so resolved shall be finally settled by arbitration administered by the Dubai International Arbitration Centre (DIAC) under the DIAC Arbitration Rules 2022. The seat of arbitration shall be the DIFC, Dubai; the tribunal shall consist of one arbitrator; and the language of the arbitration shall be English. The award shall be final and binding on the parties.