..

White paper for crypto-assets other than asset-referenced tokens or e-money tokens


Digital Token Identifier:   RBGLH13DH

Offeror or person seeking admission to trading:   98450060CB3A9D6A0Q72 - SellBuyPlay Limited

Type of submission:   New


Table of content

General information

SUMMARY

Part A - Information about offeror or person seeking admission to trading

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

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

Part D - Information about other token project

Part E - Information about offer to public of other tokens or their admission to trading

Part F - Information about other tokens

Part G - Information on rights and obligations attached to other tokens

Part H – Information on underlying technology

Part I - Information on risks

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




[Table 2] Template for white papers for crypto-assets other than asset-referenced tokens or e-money tokens


Template for white papers for crypto-assets other than asset-referenced tokens or e-money tokens [abstract]

General information



00 Table of content
boolean true true

01 Date of notification
date 2026-06-17

02 Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114
boolean true 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
boolean true This crypto-asset white paper complies with Title II of Regulation (EU) 2023/1114 of the European Parliament and of the Council and, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.

04 Statement in accordance with Article 6(5), points (a), (b), (c), of Regulation (EU) 2023/1114
boolean true 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
boolean true The utility token referred to in this white paper may not be exchangeable against the good or service promised in this 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
boolean true 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
boolean true 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
textBlock  The crypto-asset to be offered is a fungible utility token called "SBP". The SBP token is designed to provide holders with access to the SellBuyPlay's "eMetammerce" Platform's ecosystem.
Rights of purchasers:
Holders of SBP tokens are, amongst other things, entitled to use them to (i) participate in esports & Web3 Video games tournaments and events hosted on the platform, (ii) acquire and use digital items and NFTs within the ecosystem, and (iii) access gamified eCommerce and DeFi-enabled services. SBP tokens do not represent shares, debt instruments, profit participation rights, or governance rights or voting rights in the offeror, and they do not confer any redemption right vis-à-vis the offeror.
Obligations of purchasers:
Purchasers are required to comply with the platform's terms of service, complete any mandatory KYC/AML checks, and bear any applicable transaction or network fees. SBP tokens may only be used within the ecosystem in accordance with platform rules and technical requirements.
Procedure and conditions for exercise of rights:
To exercise the rights attached to SBP, purchasers must hold the tokens in a compatible ERC-20 wallet and maintain an active verified user account on the SellBuyPlay platform. The exercise of rights is conditional upon the availability of the relevant modules and services, as indicated in the project's roadmap.
Modification of rights and obligations:
The rights and obligations attached to SBP tokens may be modified only in connection with updates to the platform's terms of service or technical upgrades to the ecosystem. Such modifications shall not transform the utility nature of SBP into equity, debt, or any form of financial instrument, nor shall they grant redemption or repayment rights against the offeror. Any material changes will be communicated to token holders in advance through official channels.

09 Further information about utility tokens
textBlock The SBP utility token provides access to, amongst other things, a range of services within the SellBuyPlay ecosystem, including:
–     entry to esports tournaments and events,
–     acquisition and utilisation of in-platform digital items and NFTs, and
–     access to gamified eCommerce features.
–     community participation, including the creation and use of guilds, teams, or groups within the platform.
The number of SBP tokens required for each service depends on the specific activity, tournament, or digital item. Access is contingent on the availability of the relevant platform modules in accordance with the project's development schedule.

10 Key information about the offer to the public or admission to trading
textBlock This white paper relates to a public offer of SBP utility tokens.
The offeror seeks to raise a total of USD 4,045,000.00 through the sale of SBP tokens. The minimum subscription goal is USD 250,000 and the maximum subscription goal is USD 10,045,000.
The minimum subscription price per token is USD 0.004 during the first private pre-sale round and the maximum subscription price per token is USD 0.025 at the last private pre-sale round. The final presale token price is USD 0.03 at the initial public offering. In the event of oversubscription, the offeror reserves the right to re-allocate tokens in different pricing rounds of the private pre-sale, to cover the demand. The issue price of each SBP token when it is first listed for trading is set at USD 0.04. The offeror reserves the right to increase/ decrease the issue price by up to 150% in case of market demand and market circumstances at the time of listing. Payment for SBP tokens will be accepted in EUR, USDC, USDT, BTC, MATIC and ETH.
The total number of SBP tokens offered to the public for purchase before and up to the public listing offering, amounts to 300,000,000, representing 10% of the total supply. Tokens are targeted at purchasers within the European Union and internationally, subject to local legal restrictions. Participation is conditional on completing identity verification (KYC/AML) procedures. Certain jurisdictions may be excluded from participation in accordance with applicable laws. The rest of the tokens are minted and held by the offeror. The offeror will then determine whether to distribute or sell the tokens on the market according to the token release schedule.
The subscription period shall commence 25 days following the notification/ registration of the whitepaper to the relevant competent authority and shall remain open for a period of 12 months, or until the total allocated amount of tokens has been sold, whichever occurs first. The offer is time-limited and structured in phases aligned with the project's development roadmap. Early purchasers may be eligible for discounts of up to 87%, depending on the subscription phase.
Any funds and/or crypto-assets collected during the offer, whether through private offering, public offering, or reverse solicitation, will be safeguarded appropriately. Fiat funds will be held in an account in the name of the Offeror with a duly authorised credit institution, while crypto-assets will be stored in a multi-signature wallet controlled exclusively by Members of the Senior Management and/or the Company's Directors, requiring the authorisation of at least two-thirds (2/3) of them to execute any transfer.
All funds and/or crypto-assets collected during the offer will remain safeguarded and shall not be accessed, transferred, or utilised by the Offeror until the expiration of the 14-day withdrawal period. In accordance with Article 13 of Regulation (EU) 2023/1114, retail purchasers shall have a right of withdrawal within 14 calendar days from the date of the agreement to purchase, without fees or costs and without providing reasons. Refunds shall be made within 14 calendar days of withdrawal, using the same means of payment unless otherwise agreed. After the expiry of the withdrawal period, and where no refund requests have been made, the Offeror may allocate or utilise the collected funds in accordance with the project's objectives and token allocation plan.
In the event that the minimum subscription goal is not reached or if the offer is cancelled, all funds received will be reimbursed voluntarily in full without delay and no later than 60 days after the decision, using the same method of payment unless otherwise agreed. Any transaction costs incurred for returning the funds shall be borne by the token purchasers.
Purchased SBP tokens will be transferred to the designated wallet addresses of purchasers based on the publicly available token release schedule, which outlines the token unlock period depending on the round the tokens were purchased. The transfer will take place following the completion of the subscription period and before the first public offering. To receive tokens, purchasers must provide a compatible Polygon blockchain (MATIC) wallet address that supports standard EVM tokens.
Offer-related expenses by the offeror are estimated at EUR 50,000 and include legal, advisory, and technical costs. On the other hand, purchasers may be subject to network transaction fees or banking transfer fees, depending on the chosen payment method.
The offer is governed by Maltese law, and any disputes arising in relation to this offer shall be subject to the exclusive jurisdiction of the courts of Malta

Part A - Information about offeror or person seeking admission to trading



A.1 Name
text SellBuyPlay Limited

A.2 Legal form
text Private Limited Liability Company

A.3 Registered address



Registered addess
text 115B, Suite 3, Old Mint Street, Valletta, VLT1515

Country
enumeration
Malta

Sub-division
text N/A

A.4 Head office



Head office
text 115B, Suite 3, Old Mint Street, Valletta, VLT1515

Country
enumeration
Malta

Sub-division
text N/A

A.5 Registration date
date 2023-05-04

A.6 Legal entity identifier
LEI 98450060CB3A9D6A0Q72

A.7 Another identifier required pursuant to applicable national law
text C105280

A.8 Contact telephone number
text +30 694 7939980

A.9 E-mail address
text compliance@sellbuyplay.com

A.10 Response time (days)
integer 10

A.11 Parent company
text eMetammerce Holding Limited, a private company incorporated in Malta (C 104252) which holds 96% of SellBuyPlay. The remaining 4% are held by the minority shareholder, Georgios Martinis

A.12 Members of the management body



Member #1
id 1

Identity
text Georgios Angelopoulos

Business address
text 115B, Suite 3, Old Mint Street, Valletta, VLT1515

Function
text Managing Director

Member #2
id 2

Identity
text Dimitrios Georgios Zenetos

Business address
text 115B, Suite 3, Old Mint Street, Valletta, VLT1515

Function
text Secretary

A.13 Business activity
textBlock The offeror develops and operates the SellBuyPlay ecosystem, which combines elements of esports, gaming, streaming and eCommerce in a single platform. Its activities include enabling users to participate in competitive gaming and digital marketplaces, supporting brand and community engagement, and facilitating the use of utility tokens for access to services, content, and rewards. The Company also pursues ancillary activities in blockchain-based digital assets and related services, consistent with its long-term vision of fostering innovation and inclusivity within the digital economy

A.14 Parent company business activity
textBlock eMetammerce Holding Limited, a Maltese company with incorporation number C 104252 and registered address at 115B, Suite 3, Old Mint Street, Valletta, VLT 1515, Malta.
The Company acts as a holding company, investing in and managing shares, interests, and debentures of other companies. It may also form partnerships, joint ventures, and collaborate with other businesses to further its goals. It can also generate income from investments, amalgamate or cooperate with other businesses, and engage in any related or ancillary activities

A.15 Newly established
boolean false

A.16 Financial condition for the past three years
textBlock The Company was incorporated on 4 May 2023. From inception through 31 December 2024, it recorded an accumulated net loss of € 18,836. The Company has also recently secured € 40,000 in funding from an angel investor to support its ongoing growth and development

A.17 Financial condition since registration
textBlock Not Applicable

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



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

B.2 Name
N/A
.

B.3 Legal form
N/A .

B.4 Registered address

Registered addess
N/A .

Country
N/A .

Sub-division
N/A .

B.5 Head office

Head office
N/A .

Country
N/A .

Sub-division
N/A .

B.6 Registration date
N/A .

B.7 Legal entity identifier
N/A .

B.8 Another identifier required pursuant to applicable national law
N/A .

B.9 Parent company
N/A .

B.10 Members of the management body

Member #1
N/A .

Identity
N/A .

Business address
N/A .

Function
N/A .

B.11 Business activity
N/A .

B.12 Parent company business activity
N/A .

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

C.1 Name
N/A .

C.2 Legal form
N/A .

C.3 Registered address

Registered address
N/A .

Country
N/A .

Sub-division
N/A .

C.4 Head office

Head office
N/A .

Country
N/A .

Sub-division
N/A .

C.5 Registration date
N/A .

C.6 Legal entity identifier
N/A .

C.7 Another identifier required pursuant to applicable national law
N/A .

C.8 Parent company
N/A .

C.9 Reason for crypto-asset white paper preparation
N/A .

C.10 Members of the management body

Member #1
N/A .

Identity
N/A .

Business address
N/A .

Function
N/A .

C.11 Operator business activity
N/A .

C.12 Parent company business activity
N/A .

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

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

Part D - Information about other token project



D.1 Crypto-asset project name
text SellBuyPlay

D.2 Crypto-asset name
text SellBuyPlay token

D.3 Abbreviation
text SBP

D.4 Crypto-asset project description
textBlock SellBuyPlay is a blockchain-based ecosystem integrating esports, gaming, and eCommerce, referred to as eMetammerce. The platform enables users to participate in competitive gaming tournaments, purchase and trade digital items and NFTs, and engage in gamified eCommerce experiences. The SBP token serves as the native utility token of the platform, enabling access to services, tournament participation, in-game economies, and additional features as outlined in the project roadmap

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



Person #1
id 1

Type of person
enumeration
Other person involved in implementation

Name of person
text Georgios Angelopoulos

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #2
id 2

Type of person
enumeration
Other person involved in implementation

Name of person
text Demetrios - Georgios Zenetos

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #3
id 3

Type of person
enumeration
Other person involved in implementation

Name of person
text Michail Kamparakis

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #4
id 4

Type of person
enumeration
Other person involved in implementation

Name of person
text Polychronis Pantelemidis

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #5
id 5

Type of person
enumeration
Other person involved in implementation

Name of person
text Charalambos Dimopoulos

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #6
id 6

Type of person
enumeration
Other person involved in implementation

Name of person
text Varun Sharma

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #7
id 7

Type of person
enumeration
Other person involved in implementation

Name of person
text Vikash Verma

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #8
id 8

Type of person
enumeration
Other person involved in implementation

Name of person
text Andreas Mathikolonis

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #9
id 9

Type of person
enumeration
Other person involved in implementation

Name of person
text Vaibhav Khanna

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #10
id 10

Type of person
enumeration
Advisor

Name of person
text Brian J. Esposito

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #11
id 11

Type of person
enumeration
Advisor

Name of person
text Jason Chung

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #12
id 12

Type of person
enumeration
Advisor

Name of person
text Matilda Sung

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

Person #13
id 13

Type of person
enumeration
Advisor

Name of person
text Benjamin Daykhovsky

Business address of person
text 115B, Suite 3, Old Mint Street, Valletta, VL1515, Malta

Domicile of company
enumeration
Malta

D.6 Utility token classification
boolean true

D.7 Key features of goods or services for utility token projects
text  Holders of SBP tokens are, amongst other things, entitled to use them to:
–     participate in esports tournaments and gaming events hosted on the platform,
–     acquire and use digital items and NFTs within the ecosystem, and
–     access gamified eCommerce and DeFi-enabled services.
–     Access is conditional on the availability of services in line with the project roadmap.
Further details can be found under section F.2 of this whitepaper

D.8 Plans for the token



Description of past milestones
textBlock N/A

Description of future milestones
textBlock The SBP token is designed as the native utility token of the SellBuyPlay ecosystem, with planned functionalities and integrations to be implemented progressively in line with the project roadmap.
At launch, SBP will be issued on the Polygon (MATIC) blockchain as an ERC-20 compatible token, ensuring scalability, low transaction costs, and interoperability within the Ethereum ecosystem. A maximum supply of 3,000,000,000 SBP will be issued over a three-year period according to the defined release schedule, with an initial allocation at the Token Generation Event (TGE) followed by monthly emissions. Token emissions are managed through a multi-signature treasury wallet to ensure transparency and security.
Utility and Ecosystem Integration
SBP will be used to access esports tournaments, gamified eCommerce experiences, NFT marketplace transactions, and streaming-related services within the SellBuyPlay platform. Over time, additional features such as staking, in-game purchases, and access to exclusive partner events will be introduced. The token also supports the platform's "Playfunding" model, enabling micro-donations and rewards in competitive play.
Market Mechanisms and Safeguards
To support liquidity and discourage speculative dumping, the token model incorporates phased taxation mechanisms on buy/sell transactions during the first year post-launch, with a portion of the proceeds directed to liquidity pools, marketing, and staking rewards. This mechanism is intended to stabilize token performance during the initial growth phase.
Roadmap Alignment
The integration of SBP is structured to follow platform milestones:
Early phase: tournament participation, NFT marketplace access, and initial gamified e-commerce features.
Mid phase: expansion into full eMetammerce services, streaming, and integrated DeFi mechanisms.
Long-term: broader adoption across gaming, brand partnerships, and real-world e-commerce use cases, consolidating SBP as the central medium of exchange in the ecosystem.
Community and Governance
While SBP does not confer ownership or governance rights in SellBuyPlay Limited, holders will be encouraged to participate in community-driven initiatives and feedback loops, including advisory voting on platform features and ecosystem development priorities

D.9 Resource allocation
text Funds raised through the private investment have been allocated primarily to:
–     Product development and technical infrastructure,
–     Marketing and community growth,
–     Legal and compliance structuring, and
–     Limited operational expenses.

D.10 Planned use of collected funds or other tokens
text The funds and crypto-assets collected during the offer will be used to finance, amongst other things, platform development, technical infrastructure, marketing and community growth, partnership expansion, and legal and compliance structuring.
A portion will also be allocated to operational expenses, liquidity management, and treasury reserves. The allocation is not limited to these categories and may include any other purposes that the project management deems necessary as the project develops, in line with the overall roadmap and long-term sustainability of the SellBuyPlay ecosystem

Part E - Information about offer to public of other tokens or their admission to trading



E.1 Public offering or admission to trading
enumeration
Offer to public

E.2 Reasons for public offer or admission to trading
textBlock The public offering of the SBP tokens is designed to fund the development, growth, and operation of the SellBuyPlay ecosystem, including product development, marketing, and legal structuring, as well as for other purposes the management may deem necessary in line with the project roadmap

E.3 Fundraising target



Target expressed in currency
monetary 4045000 USD

Target expressed in units
decimal 0

Target expressed in digital token identifier
text SBP

E.4 Minimum subscription goals



Goals expressed in currency
monetary 250000 USD

Goals expressed in units
decimal 0

Goals expressed in digital token identifier
text SBP

E.5 Maximum subscription goals



Goasl expressed in currency
monetary 10045000 USD

Goals expressed in units
decimal 0

Goals expressed in digital token identifier
text SBP

E.6 Oversubscription acceptance
boolean true

E.7 Oversubscription allocation
text The offering period is structured into multiple pre-sale rounds, each with a defined maximum number of tokens available for sale at a fixed price, and a limited timeframe during which the round remains open. If a round concludes without all allocated tokens being sold, the offeror reserves the right to reallocate the remaining tokens to subsequent rounds and/or other offerings, as deemed appropriate. In the event that a round reaches its token allocation limit of 300,000,00 and demand persists, the offeror may reallocate tokens from the project's treasury that were initially designated for other purposes – such as marketing or community development, and not limited to – in order to increase the number of tokens available for sale in the pre-sale rounds. This reallocation is subject to the overall maximum subscription goal of USD 10,045,000.
All reallocations will be conducted with the objective of efficiently managing demand while ensuring alignment with the project's broader tokenomics and strategic goals.

Issue price details



E.8 Issue price
decimal 0.04

E.9 Official currency determining issue price
enumeration
US Dollar

E.9 Any other tokens determining issue price
text N/A

E.10 Subscription fee



Fee expressed in currency
monetary 0 USD

Fee expressed in units
decimal 0

Fee expressed in digital token identifier
text SBP

E.11 Offer price determination method
text The offer price is determined according to fixed tiers across multiple subscription rounds, starting at USD 0.004 in the first private pre-sale and increasing stepwise until USD 0.025 in the final private pre-sale. The price at the initial public offering is USD 0.03 and the initial trading listing price is expected to be USD 0.04

E.12 Total number of offered or traded other tokens
integer 300000000

E.13 Targeted holders
enumeration
All types of investors

E.14 Holder restrictions
text Participation is subject to compliance with all applicable legal, regulatory, and eligibility requirements in each purchaser's jurisdiction, including any KYC/AML procedures required by the offeror

E.15 Reimbursement notice
boolean true 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
textBlock Customers will have a period of 14 calendar days within which to withdraw from their agreement to purchase SBP tokens without incurring any fees or costs and without being required to give reasons. The 14 calendar days shall start from the date of the agreement to purchase SBP tokens.
All payments received from a retail holder including, if applicable, any charges, shall be reimbursed without undue delay and in any event no later than 14 days from the date on which the offeror or the crypto-asset service provider placing crypto-assets on behalf of that offeror is informed of the retail holder's decision to withdraw from the agreement to purchase those crypto-assets. Such reimbursement shall be carried out using the same means of payment as that used by the retail holder for the initial transaction, unless the retail holder expressly agrees otherwise and provided that the retail holder does not incur any fees or costs as a result of such reimbursement. The right of withdrawal shall not be exercised after the end of the subscription period

E.17 Refund timeline
text Reimbursements will be processed without delay and no later than 14 days after the decision to cancel, after the failure to reach the minimum goal, or after the exercise of the right of withdrawal

E.18 Offer phases
textBlock The SBP token sale will be conducted in multiple structured phases, each with specific pricing, allocation, and vesting conditions:
Private Sale
Rounds included: Pre-Seed, Seed, Private A, Private B, Private C, Private D (institutional).
Purpose: Raise initial funds from angel investors, then qualified investors and finally from institutional investors.
Price: Discounted rate, as low as USD 0.004 up to USD 0.006.
Vesting: Tokens subject to 6-month cliff, followed by linear vesting over 12–18 months depending on the round.
Allocation: A fixed percentage of the supply allocated to this phase.
Pre-IDO Sale
Purpose: Offer early adopters an opportunity to purchase tokens at a favourable rate before the public sale.
Duration: Several weeks to ensure broad participation.
Price: Higher than private sale but still discounted compared to IDO, starting at USD 0.008 up to USD 0.025.
Vesting: Shorter than private sale (e.g. 3-month cliff, then vesting over seven months for early purchasers, up to 2 months for the last purchasers of the round – with the token price increase, the vesting period decreases, cliff is the same).
Allocation: Reserved portion of supply allocated to this phase.
Public Listing Offering/ IDO
Purpose: Make SBP tokens available to the general public for presale.
Price: Final presale price at initial public offering is USD 0.03. The initial trading price (issue price) once the token is listed it will be USD 0.04 which also depending on market conditions and listing exchange's guidelines/ agreement. The offeror reserves the right to increase/ decrease the issue price by up to 150% in case of market demand and market circumstances at the time of listing.
Vesting: Tokens sold during this round will be subject to linear vesting over six months, ensuring post-sale liquidity but not market abuse in case of immediate total sale of the token upon initial listing.
Allocation: Remaining public allocation released here.
This phased structure balances early fundraising with market stability, incentivizing long-term holders while ensuring sufficient liquidity. It also ensures a broad distribution of tokens across different investor groups, aligned with the project's roadmap

E.19 Early purchase discount
textBlock Early purchasers of SBP tokens may benefit from significantly discounted prices during the private pre-sale rounds, with subscription prices ranging from USD 0.004 in the initial rounds up to USD 0.025 in the final private pre-sale round. At the time of the initial public listing, the issue price will be USD 0.04, meaning that early purchasers may obtain tokens at a discount of up to 90% compared to the final listing price.
These discounts are offered to incentivise early participation and to reward purchasers for taking on the higher level of risk associated with the early stages of project development. Early-stage purchasers provide the project with critical funding for product development, legal structuring, and initial marketing efforts before the platform generates revenues.
The existence of discounted purchase prices for some purchasers may result in later purchasers acquiring tokens at a higher cost than early investors. This may impact the effective average acquisition cost across different categories of holders and may also influence market dynamics following the listing, as early purchasers could hold tokens with a substantially lower cost basis.
To mitigate adverse effects, vesting schedules and lock-up periods are applied to tokens allocated in the earliest rounds, reducing the likelihood of large-scale immediate selling that could negatively affect later investors. According to the token release schedule, only 33.33% of the presale tokens (initial circulating supply) will be released to the purchasers, and in extend available for trading at the initial trading listing.
These measures are intended to balance the interests of all purchasers and to support price stability in the period following the public listing

E.20 Time-limited offer
boolean true

E.21 Subscription period beginning
date 2026-07-23

E.22 Subscription period end
date 2027-07-23

E.23 Safeguarding arrangements for offered funds or other tokens
textBlock Fiat funds will be held in an account in the name of the Offeror with European Merchant Bank UAB (EMBank) a duly authorised credit institution, while crypto-assets will be under the custody of Payward Europe Solutions Limited, trading as "Kraken", which is licensed as a Crypto Asset Service Provider with the CBI (Registration No. C468360) to provide:
a.     The custody and administration of crypto-assets on behalf of clients
b.     The exchange of crypto-assets for funds or other crypto-assets
c.     The execution of orders for crypto-assets on behalf of clients
d.     The reception and transmission of orders for crypto-assets on behalf of clients
e.     Providing placing of crypto-assets services
f.     Providing transfer services for crypto-assets on behalf of clients
g.     Providing portfolio management on crypto-asset.

E.24 Payment methods for other token purchase
textBlock Payments for SBP tokens will be accepted in EUR, USDC, USDT, BTC, MATIC, and ETH

E.25 Value transfer methods for reimbursement
textBlock The reimbursement will be by means of a transfer of EUR, USDC, USDT, BTC, MATIC, and ETH to the purchasers' receiving address

E.26 Right of withdrawal
textBlock Retail holders shall have a right of withdrawal in accordance with Article 13 of Regulation (EU) 2023/1114. Purchasers shall have a period of 14 days from the date of entering into the agreement to purchase $SBP during which they may exercise their right of withdrawal, without incurring any fees or costs and without the need to provide any reason. This 14-day period refers solely to the right of withdrawal and does not imply that payment must be made within this timeframe.
All payments received from a retail holder including, if applicable, any charges, shall be reimbursed without undue delay and in any event no later than 14 days from the date on which the offeror or the crypto-asset service provider placing crypto-assets on behalf of that offeror is informed of the retail holder's decision to withdraw from the agreement to purchase those crypto-assets. Such reimbursement shall be carried out using the same means of payment as that used by the retail holder for the initial transaction, unless the retail holder expressly agrees otherwise and provided that the retail holder does not incur any fees or costs as a result of such reimbursement.
The right of withdrawal shall not be exercised after the end of the subscription period

E.27 Transfer of purchased other tokens
textBlock Purchased SBP tokens will be transferred to the designated wallet addresses of purchasers in accordance with the token release schedule, which sets out unlock schedules based on the phase in which the tokens were purchased

E.28 Transfer time schedule
text Transfers of SBP tokens will take place following the completion of the subscription period and prior to the first public listing. Tokens will be unlocked progressively according to the publicly available token release schedule and vesting conditions

E.29 Purchaser's technical requirements
textBlock Purchasers must provide a compatible Polygon blockchain (MATIC) wallet address that supports ERC-20 standard tokens. Purchasers are also required to complete KYC/AML verification procedures prior to receiving tokens

Other token services provider characteristics



E.30 Other token service provider (CASP) name
text N/A

E.31 CASP identifier
LEI 00000000000000000098

E.32 Placement form
enumeration
Not applicable

Trading platforms characteristics



E.33 Trading platforms name
text The SBP token is intended to be admitted to trading on decentralised and licensed trading platforms following the conclusion of the offer. The specific platforms will be announced at a later stage

E.34 Trading platforms market identifier code (MIC)
text Not applicable at this stage. Codes will be provided once trading platforms are confirmed

E.35 Trading platforms access
text Purchasers will be able to access SBP tokens on trading platforms via accounts established by themselves with the respective platforms, subject to the platforms' terms and conditions

E.36 Involved costs
textBlock Purchasers may be subject to network transaction fees (e.g. gas fees) and banking transfer fees depending on the chosen payment method. Exchange or trading platform fees may also apply if tokens are traded after listing

E.37 Offer expenses
textBlock Offer-related expenses by the offeror are estimated at EUR 50,000 and include legal, advisory, technical, and compliance costs

E.38 Conflicts of interest
textBlock Members of the project team, advisors, and shareholders may hold allocations of SBP tokens. Measures such as vesting schedules, lock-up periods, and transparent disclosure of allocations are applied to mitigate potential conflicts of interest and to align the interests of insiders with those of other investors

E.39 Applicable law
textBlock The offer is governed by Maltese law and any disputes will be resolved under Maltese law

E.40 Competent court
textBlock The Courts of Malta will have authority over legal matters related to the SBP token and platform

Part F - Information about other tokens



F.1 Crypto-asset type
text Crypto-Asset other than ARTs or EMTs

F.2 Other token functionality
textBlock The SBP token serves as the native utility token of the SellBuyPlay ecosystem and functions as the core medium of access, exchange, and reward within the platform. Its primary functionalities include, amongst other things:
–     Gaming and Esports Participation: SBP enables players and teams to enter tournaments and competitive events, with rewards in the form of tangible items, services, NFTs, or crypto-assets.
–     Marketplace and E-Commerce: SBP is used to acquire products, services, and digital items within the integrated "eMetammerce" marketplace, bridging gaming with commerce.
–     Streaming and Content Monetization: streamers and influencers can use SBP to monetize their audiences, reward followers, and access in-platform promotional tools.
–     NFTs and Digital Asset Ownership: SBP facilitates the creation, purchase, and trade of NFTs, ensuring true digital ownership within the ecosystem.
–     Playfunding and Microdonations: SBP supports microdonation-based campaigns, allowing gamers, creators, and startups to raise funds from the community.
–     DeFi-enabled Services: SBP tokens can be staked or used in liquidity pools to support network security, generate yield, and incentivize long-term holding.
–     Loyalty and Engagement Programs: brands and sellers may reward users with discounts, loyalty points, and offers denominated in SBP.
–     community participation, including the creation and use of guilds, teams, or groups within the platform.
Through these functions, SBP underpins the economic model of SellBuyPlay, enabling seamless interaction between gamers, streamers, brands, and users while fostering innovation and inclusivity in the digital economy.

F.3 Planned application of functionalities
textBlock The functionalities of SBP will be introduced progressively in alignment with the project roadmap:
–     Initial phase: trading, tournament participation, and basic platform utilities;
–     Medium-term phase: gamified eCommerce features, streaming integration, staking mechanisms, NFT marketplace.
–     Long-term phase: broader DeFi functionalities, expanded brand partnerships, and cross-platform adoption.
Kindly refer to Section E.18 of this whitepaper for more details about what each phase entails

A description of the characteristics of the other token, 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
enumeration
Other crypto-asset token white paper

F.5 Type of submission
enumeration
New

F.6 Other token characteristics
textBlock The SBP token is a fungible utility token designed to serve as the native currency of the SellBuyPlay ecosystem.
Blockchain & Standard: SBP will be issued on the Polygon (MATIC) blockchain, following the ERC-20 standard, ensuring compatibility across EVM-based networks.
Total Supply: The maximum supply is 3,000,000,000 SBP tokens, to be emitted progressively over 36 months.
Treasury Management: Token emissions are managed through a multi-signature smart contract treasury wallet, ensuring transparency and security in allocation.
Token Release Schedule: Tokens are distributed progressively throughout the months, starting with an initial Token Generation Event (TGE) token distribution, followed by scheduled emissions in accordance with the tokenomics model.
Allocation Model: The token allocation is structured across sales, treasury, marketing, team, advisors, staking, liquidity, and community development funds areas. Vesting schedules and cliffs apply to most allocations, promoting long-term commitment and reducing the risk of speculative dumping.
Anti-Dump Mechanisms: An anti-dump tax system applies for the first year following launch. Buy and sell transactions are temporarily subject to small percentages allocated to liquidity, marketing, and staking wallets. This mechanism is designed to discourage immediate speculation, enhance liquidity, and support ecosystem stability during the early growth phase.
Utility: SBP acts as the medium of exchange within the platform, powering esports participation, gamified eCommerce, NFT marketplace transactions, Playfunding, and DeFi-enabled services.
The SBP model is designed to balance broad distribution, holders' fair protection, and sustainable ecosystem growth

F.7 Commercial name or trading name
text SellBuyPlay ($SBP Token)

F.8 Website of the issuer
text https://www.sellbuyplay.com/

F.9 Starting date of offer to the public or admission to trading
date 2026-07-23

F.10 Publication date
date 2026-07-16

F.11 Any other services provided by the issuer
textBlock In addition to issuing SBP tokens, the issuer develops and operates the SellBuyPlay platform, providing services in esports, NFT trading, gamified eCommerce, and community-driven gaming events

F.12 Language or languages of white paper
text 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
text RBGLH13DH

F.14 Functionally fungible group digital token identifier, where available
text RP7PWJZQ5

F.15 Voluntary data flag
boolean false

F.16 Personal data flag
boolean true

F.17 LEI eligibility
boolean true

F.18 Home member state
enumeration
Malta

F.19 Host member states #1
enumerationSet
Austria

F.19 Host member states #2
enumerationSet
Belgium

F.19 Host member states #3
enumerationSet
Bulgaria

F.19 Host member states #4
enumerationSet
Croatia

F.19 Host member states #5
enumerationSet
Cyprus

F.19 Host member states #6
enumerationSet
Czechia

F.19 Host member states #7
enumerationSet
Denmark

F.19 Host member states #8
enumerationSet
Estonia

F.19 Host member states #9
enumerationSet
Finland

F.19 Host member states #10
enumerationSet
France

F.19 Host member states #11
enumerationSet
Germany

F.19 Host member states #12
enumerationSet
Greece

F.19 Host member states #13
enumerationSet
Hungary

F.19 Host member states #14
enumerationSet
Iceland

F.19 Host member states #15
enumerationSet
Ireland

F.19 Host member states #16
enumerationSet
Italy

F.19 Host member states #17
enumerationSet
Latvia

F.19 Host member states #18
enumerationSet
Liechtenstein

F.19 Host member states #19
enumerationSet
Lithuania

F.19 Host member states #20
enumerationSet
Luxembourg

F.19 Host member states #21
enumerationSet
Malta

F.19 Host member states #22
enumerationSet
Netherlands

F.19 Host member states #23
enumerationSet
Norway

F.19 Host member states #24
enumerationSet
Poland

F.19 Host member states #25
enumerationSet
Portugal

F.19 Host member states #26
enumerationSet
Romania

F.19 Host member states #27
enumerationSet
Slovakia

F.19 Host member states #28
enumerationSet
Slovenia

F.19 Host member states #29
enumerationSet
Spain

F.19 Host member states #30
enumerationSet
Sweden

Part G - Information on rights and obligations attached to other tokens



G.1 Purchaser rights and obligations
textBlock Rights of purchasers:
Holders of SBP tokens are, amongst other things, entitled to use them to (i) participate in esports & Web3 Video games tournaments and events hosted on the platform, (ii) acquire and use digital items and NFTs within the ecosystem, and (iii) access gamified eCommerce and DeFi-enabled services. SBP tokens do not represent shares, debt instruments, profit participation rights, or governance rights or voting rights in the offeror, and they do not confer any redemption right vis-à-vis the offeror.
Obligations of purchasers:
Purchasers are required to comply with the platform's terms of service, complete any mandatory KYC/AML checks, and bear any applicable transaction or network fees. SBP tokens may only be used within the ecosystem in accordance with platform rules and technical requirements

G.2 Exercise of rights and obligations
textBlock  To exercise the rights attached to SBP, purchasers must hold the tokens in a compatible ERC-20 wallet and maintain an active verified user account on the SellBuyPlay platform. The exercise of rights is conditional upon the availability of the relevant modules and services, as indicated in the project's roadmap

G.3 Conditions for modifications of rights and obligations
textBlock The rights and obligations attached to SBP tokens may be modified only in connection with updates to the platform's terms of service or technical upgrades to the ecosystem. Such modifications shall not transform the utility nature of SBP into equity, debt, or any form of financial instrument, nor shall they grant redemption or repayment rights against the offeror. Any material changes will be communicated to token holders in advance through official channels

G.4 Future public offers
textBlock The offeror may, at its discretion, conduct additional public offers of SBP tokens in the future. Any such offers will be subject to the requirements of Regulation (EU) 2023/1114

G.5 Issuer retained other token
integer 2700000000

G.6 Utility token classification
boolean true

G.7 Key features of goods or services utility tokens
text  SBP grants access to esports tournaments, NFT marketplace transactions, gamified commerce features, and other platform services, as further developed in line with the roadmap.
The SBP utility token provides access to, amongst other things, a range of services within the SellBuyPlay ecosystem, including:
•     entry to esports tournaments and events.
•     acquisition and utilisation of in-platform digital items and NFTs.
•     access to gamified eCommerce features.
•     community participation, including the creation and use of guilds, teams, or groups within the platform.
The number of SBP tokens required for each service depends on the specific activity, tournament, or digital item. Access is contingent on the availability of the relevant platform modules in accordance with the project's development schedule)

G.8 Utility tokens redemption
text  SBP tokens are utility tokens that may be redeemed for goods and services within the SellBuyPlay ecosystem. Redemption occurs through the SellBuyPlay marketplace and OTT electronic wallet, which functions as a mobile web account enabling users to pay with SBP tokens for items, products, and services.
Users may obtain goods and services in two primary ways:
Direct Redemption: SBP tokens can be used to purchase items, products, and services listed by brands, streamers, and merchants on the SellBuyPlay marketplace. Purchasers may also benefit from loyalty points, offers, and discounts denominated in SBP.
Indirect Redemption through Gamified Rewards: Users can participate in esports tournaments or Playfunding campaigns where SBP tokens serve as the entry currency, and winners receive real-life tangible assets (items, products, services, NFTs, or crypto-assets) as rewards.
In this model, products and services are not only purchased but may also be "earned" through participation in games and prize pools supported by microdonations. This mechanism creates a dual pathway for token redemption: competitive play and direct marketplace use, where tokens are not redeemable for fiat currency from the issuer and do not grant any repayment rights

G.9 Non-trading request
boolean false

G.10 Other tokens purchase or sale modalities
text SBP tokens may be purchased directly from the SellBuyPlay platform during the subscription phases as described in Part E. Purchases require payment in accepted currencies (EUR, USDC, USDT, BTC, MATIC, ETH). Tokens may be sold on trading platforms following listing, subject to applicable rules and vesting schedules

G.11 Other tokens transfer restrictions
text Token holders may transfer their $SBP tokens to other parties at any time; there are no restrictions on secondary transfers. The offeror will transfer the tokens to purchasers in accordance with the defined token release schedule

G.12 Supply adjustment protocols
boolean false

G.13 Supply adjustment mechanisms
text N/A

Other token schemes details



G.14 Token value protection schemes
boolean false

G.15 Token value protection schemes description
textBlock N/A

G.16 Compensation schemes
boolean false

G.17 Compensation schemes description
textBlock N/A

G.18 Applicable law
textBlock Maltese Law

G.19 Competent court
textBlock Courts of Malta

Part H – Information on underlying technology



H.1 Distributed ledger technology (DTL)
text SBP is issued on the Polygon (MATIC) network, an Ethereum-compatible (EVM) distributed ledger that supports ERC-20 tokens. Polygon provides high throughput and low transaction costs while inheriting security checkpoints from Ethereum

H.2 Protocols and technical standards
text ERC-20 token standard; EVM compatibility; wallet and node interaction via Ethereum/Polygon JSON-RPC; contract metadata following standard ABI conventions. These standards ensure broad wallet/exchange support and interoperable transfers

H.3 Technology used
textBlock Tokens are created and managed by smart contracts on Polygon blockchain. A multi-signature treasury governs emissions/allocations and vesting schedules; user custody occurs in any Polygon-compatible ERC-20 wallet

H.4 Consensus mechanism
text Polygon uses Proof-of-Stake (PoS) with a validator set that produces blocks on the Polygon chain and periodically checkpoints state to Ethereum for added security guarantees

H.5 Incentive mechanisms and applicable fees
text The ecosystem integrates transparent, performance-linked incentives and a flexible fee framework designed to balance user motivation, platform sustainability, and token utility. The structure rewards engagement across key participant categories including; players, streamers, sellers, marketers, and brands, through both direct payouts and tokenised incentives.
The mechanisms outlined below are illustrative and not exhaustive. They may be adjusted or expanded over time in response to the evolving needs of the project, feedback from users and the community, and prevailing market conditions or regulatory practices. All modifications will remain consistent with the overarching principles of fairness, transparency, and value alignment within the ecosystem.
1. User Participation Rewards
Participation rewards are distributed exclusively to winners, either individual players or teams, in the form of:
•     Cash or token packages equivalent to the participation or donation amount.
•     Digital assets, including secondary-market items (used) and brand-new products or service vouchers of equivalent value.
•     Future integration of NFT reward packages linked to tournament victories, milestones, or leaderboard positions.
This ensures a merit-based system where tangible and on-chain rewards correspond to measurable in-platform success.

2. Transaction Fees and Revenue Streams
The platform's fee model applies dynamically across user types and activities, primarily payable in $SBP Tokens (with fiat options where applicable). All fees are indicative examples and may vary based on category, volume, or subscription tier.
User Type / Activity     Fee Type     Example Rates & Logic
Sellers     Platform Transaction Fee     Fixed (e.g. 8%) + Subscription; Reverse Ladder model decreasing from (e.g. 20%) to (e.g. 2%) for high-volume sellers ($100M → $2 tiers).
Players / Teams     Tournament Entry Fee     Fixed (e.g. $10 per 10 members) or Performance-based (e.g. 5% of winnings).
Streamers     Streaming Revenue Share     Tiered 10% → 1% depending on audience size and engagement; plus optional Subscription and (e.g. 4%) fixed platform fee.
Marketers / Agencies     Campaign Management Fee     Tiered 10% → 2% + Subscription access + (e.g. 5%) fixed operational fee.
Buyers     eShop Transaction Fee     Variable (e.g. 5–15%) depending on product category or transaction value.
3. Subscription Packages and Access Tiers
Participants can access extended features through monthly or annual subscription packages, purchasable in $SBP Tokens. These packages grant lower transaction fees, exclusive tournament entry, promotional boosts for streamers, or early access to new digital assets.
Free "Freemium" tiers are available, while higher-tier "Pro" packages unlock significant reductions (e.g. 50%) in transactional costs and higher payout limits.

4. Token-Linked Transactions
The ecosystem supports multiple payment and revenue combinations across its core services:
•     SBP Services (Subscription or One-Off) — payable in fiat or $SBP Token.
•     Third-Party Integrations — external service subscriptions or tournament participation via $SBP Token.
•     Advertising — token-based purchases of CPM campaigns, banner slots, or content placement rights.
•     Donations — voluntary contributions accepted in both fiat and tokens, distributed transparently to the content creators or tournament prize pools.
5. Incentive and Reward Programs
To boost participation and long-term engagement, several incentive layers are being introduced:
•     Freemium Subscription Incentives: Users may receive limited-time free access to paid tiers or bonus credits for completing milestones.
•     Tiered Loyalty Program: Users progress through ranks (Bronze to Platinum), unlocking progressively lower fee percentages and higher payout multipliers.
•     Airdrops: Distribution of free $SBPToken packages to early adopters, event participants, or referral program winners.
•     NFT Launches: Complimentary NFTs tied to user achievements, special events, or limited-edition collaborations.
•     Staking/ locking: Users will be able to stake/lock $SBPTokens to earn annual yields linked to transaction volume and tournament engagement (e.g. 8–12% APR range).
Governance Participation: Long-term contributors may gain community voting privileges in ecosystem governance and treasury allocation

H.6 Use of distributed ledger technology
boolean false

H.7 DLT functionality description
textBlock N/A

Other token audit details



H.8 Audit
boolean false

H.9 Audit outcome
textBlock N/A

Part I - Information on risks



I.1 Offer-related risks
textBlock  The SBP token offer carries risks including failure to reach the minimum fundraising target, delays in token allocation, or cancellation of the offer. Market volatility may also affect the value of collected funds in crypto-assets. Purchasers may not recover their initial investment in part or in full. There also exist other risks such as follows:
1.     Regulatory & Compliance Risks
•     Legal Uncertainty: Regulations on crypto is evolving. Governments may impose restrictions that could impact the token's use.
•     Taxation & Reporting: Users may face complex tax obligations depending on their country's crypto regulations.
2.     Security & Smart Contract Risks
•     Smart Contract Vulnerabilities: Even with auditing, smart contracts may have bugs or security flaws that could be exploited.
•     Hacking & Fraud: The platform and wallets storing the tokens could be targets for cyberattacks or phishing scams.
3.     Project Development & Execution Risks
•     Failure to Deliver: If the development team cannot meet promised milestones, the project's credibility and value may suffer.
•     Technical Scalability: If the SellBuyPlay App grows too fast, technical infrastructure may struggle to handle increased users and transactions.
4.     Governance & Decentralization Risks
•     Centralization Issues: If too much token supply is controlled by early investors or the development team, it could lead to unfair influence over governance. The project has placed several mechanisms in place to control at their ability such outcome, however the risk cannot be totally eliminted.
•     Decentralized Decision-Making Challenges: If governance is introduced, decision-making by token holders may slow progress or create conflicts.
5.     External Risks
•     Competition: Other similar platforms may emerge, affecting adoption.
•     Global Economic Factors: A crypto market crash or financial crisis could reduce interest and investment in the token.
•     AI & Blockchain Evolution: Future advancements in AI and blockchain may require adapting or upgrading the token's structure.
•     Mitigation Strategies
•     Security Audits & Upgrades: Regular audits and security updates to protect against vulnerabilities.
•     Regulatory Compliance: Monitoring global regulations and adjusting policies accordingly.
•     Community Engagement: Expanding awareness and adoption through education, incentives, and partnerships.
•     Gradual Expansion: Ensuring phased rollouts are technically and financially sustainable

I.2 Issuer-related risks
textBlock N/A

I.3 Other tokens-related risks
textBlock SBP tokens may lose value in part or in full, may not always be transferable, and may not be liquid. Market conditions, including reduced demand for gaming/NFT platforms, competition, or negative sentiment toward crypto-assets, may negatively impact SBP

I.4 Project implementation-related risks
textBlock Delays in technology development, failure to achieve roadmap milestones, regulatory changes, or inability to establish partnerships could materially affect project delivery. Adverse market or economic conditions could further hinder implementation. The following risks are also present:
1.     Regulatory & Compliance Risks
Legal Uncertainty & Restrictions
•     Crypto & NFT Regulations: Changing global laws could impact token usage, requiring adjustments in operations.
•     Taxation Issues: Users and the project team may face unexpected tax obligations for crypto transactions.
•     Decentralization vs. Compliance: A fully decentralized model may conflict with regulatory requirements for financial transactions and consumer protection.
App Store & Exchange Listings
•     Apple & Google Policy Changes: If app stores change their policies on digital assets, the app could face additional restrictions or removal.
•     Exchange Listings & Delays: Getting listed on major exchanges requires regulatory approval and compliance with stringent security and financial laws.
2.     Adoption & Market Risks
User Engagement & Adoption Challenges
•     Lack of Demand: If users do not engage with the app or token, its value and utility could decrease.
•     Market Competition: Competing platforms may overshadow the SellBuyPlay ecosystem.
•     Education & Awareness: Users unfamiliar with crypto may find the onboarding process difficult, leading to lower adoption rates.
Token Utility & Sustainability
•     Limited Use Cases: If the token does not provide real value beyond speculation, its adoption may stagnate.
•     Token Inflation: Poor tokenomics (e.g., excessive token minting) could dilute its value.
•     Liquidity Concerns: If the token lacks sufficient trading volume or exchange support, it may be difficult for users to buy/sell.
3.     Financial & Funding Risks
Funding Shortages & Budget Management
•     Insufficient ICO Funds: If the ICO does not raise enough capital, development may slow down or stall.
•     Misallocation of Funds: Poor financial management could lead to delays in development, marketing, or security.
•     Investor Confidence: If early investors lose faith in the project due to delays or lack of transparency, token demand may drop.
Revenue Model & Sustainability
•     Dependence on Token Price: If the project relies too much on token price appreciation for funding, it could be vulnerable to market downturns.
•     Lack of Alternative Revenue Streams: Without diversified revenue models (e.g., partnerships, subscriptions), long-term sustainability is uncertain.
4.     Governance & Project Management Risks
Leadership & Team Risks
•     Key Team Members Leaving: If developers, founders, or key personnel leave, it could disrupt the project's direction.
•     Lack of Expertise: The team must have strong blockchain, security, and financial expertise to execute the project successfully.
•     Internal Conflicts: Differences in vision or strategy among team members could lead to delays or project restructuring.
Decentralization & Governance Risks
•     Centralization Concerns: If a small group controls most of the tokens, governance decisions could be biased.
•     Slow Governance Decisions: Decentralized decision-making may slow down implementation, delaying critical updates.
5.     External Risks
Economic & Industry Risks
•     Crypto Market Crashes: A bear market in crypto could reduce interest and investment in the token.
•     Macroeconomic Factors: Global recessions, inflation, or financial crises may impact crypto adoption and investment.
•     Regulatory Crackdowns: If governments impose stricter regulations, it may limit the token's usability or require compliance changes.
Reputation & Brand Risks
•     Negative Publicity: If the project experiences security breaches, failed promises, or poor user experiences, it could damage credibility.
•     Scams & Phishing Attacks: Fraudulent actors may attempt to scam users by creating fake versions of the token or platform.
Mitigation Strategies for Implementation Risks
a)     Security & Compliance
•     Conduct regular smart contract audits to prevent exploits.
•     Work with legal advisors to ensure compliance with evolving regulations.
•     Implement secure infrastructure for transactions and user data protection.
b)     Project Management & Development
•     Follow an agile development approach with phased rollouts.
•     Ensure proper funding allocation for long-term sustainability.
•     Build a strong team with blockchain, security, and compliance expertise.
c)     Market & Adoption Strategy
•     Focus on community engagement and education to drive adoption.
•     Partner with spiritual leaders, influencers, and organizations for outreach.
•     Diversify token use cases to increase its real-world value.
d)     Governance & Decentralization
•     Implement transparent governance mechanisms.
•     Distribute tokens fairly to prevent centralization issues.
e)     Alternative Revenue Models
•     Develop subscription-based features or partnerships to reduce dependency on token price fluctuations.
•     Explore staking rewards and other DeFi integrations to maintain ecosystem sustainability

I.5 Technology-related risks
textBlock  Since the SBP operates within a blockchain-based ecosystem, there are several technology-related risks that need to be managed. These risks can impact the security, scalability, and overall success of the project.
1.     Blockchain & Smart Contract Risks
Smart Contract Vulnerabilities
•     Coding Bugs & Exploits: Smart contracts can have vulnerabilities that malicious actors exploit, leading to token theft or loss.
•     Immutable Errors: Once deployed, smart contracts cannot be easily modified. If there is a flaw, it may require a hard fork or contract migration.
•     Oracles & External Data Risks: If smart contracts rely on external oracles for real-world data, these oracles could be compromised, leading to manipulation of token transactions.
Network Congestion & Transaction Delays
•     Scalability Bottlenecks: If the blockchain experiences high traffic, transaction processing can slow down, affecting user experience.
•     Blockchain Forks & Instability: A major blockchain fork on Polygon chain or technical failure could create uncertainty and affect token stability.
Interoperability Issues
•     Integration Challenges with DeFi & Exchanges: If Polygon blockchain becomes non-compatible with major DeFi protocols or exchanges, it could reduce liquidity and trading options.
2.     Security Risks
Hacking & Cyberattacks
•     Exchange & Wallet Hacks: Any tokens which might be stored in such wallets can be lost in the case of a successful hack attack.
•     Phishing & Scams: Fake websites and wallet scams could trick users into sharing private keys or seed phrases.
•     Distributed Denial-of-Service (DDoS) Attacks: The platform could be targeted with DDoS attacks, disrupting operations.
User Security Risks
•     Private Key Loss: If a user loses access to their private key, they lose their tokens permanently.
•     Malware & Keyloggers: Users accessing their wallets on infected devices risk having their credentials stolen.
•     Social Engineering: Hackers may manipulate users into giving away sensitive information related to their tokens.
3.     Infrastructure Risks
Backend & Server Downtime
•     Cloud Server Failure: Any downtime from providers (AWS, Google Cloud) could disrupt access and user experience.
•     Data Corruption & Loss: If transaction history or user data is lost due to database issues, it could impact token balances and trust.
App & Platform Instability
•     Bugs in Mobile & Web App: Technical issues in the infrastructure could lead to crashes, login issues, or transaction failures.
•     Slow Load Times: Poor app performance could frustrate users and reduce engagement.
•     Compatibility Issues: The app must work seamlessly across multiple devices, operating systems, and screen sizes.
4.     Compliance & Technology Integration Risks
App Store Compliance
•     NFT & Token Purchases Flagged by Apple/Google: If Apple or Google considers crypto unfavourable, they may impose strict rules or block the app.
•     Transaction Transparency Requirements: Regulatory agencies may require transaction tracking, creating compliance challenges.
5.     Upgradability & Future-Proofing Risks
Difficulty in Upgrading Smart Contracts
•     Hard Fork Requirements: If Polygon protocol needs updates, a hard fork may be required, which can affect the smooth operations of $SBP token.
Blockchain Evolution Risks
•     Dependency on Specific Blockchains: The token is issued on a Polygon blockchain which, if becomes outdated or unpopular in the future, migration may disrupt the operations of the platform, but for only a limited time.
•     Emerging Technologies: Advancements in quantum computing or AI could pose new security risks to existing blockchain encryption.
6.     Governance & Decentralization Risks
Centralization of Control
•     Majority Token Ownership Risks: If too much of the token supply is controlled by a small group, it could lead to manipulation.
•     Admin Key Risks: If developers retain too much control over smart contracts or platform access, they could be exploited or hacked.
DAO & Decentralized Governance Challenges
•     Slow Decision-Making: A decentralized governance model (DAO) may slow down necessary updates.
•     Voting Manipulation: Large token holders could influence governance in ways that do not benefit all users.
7.     External Technological Risks
Dependency on Third-Party Services
•     Reliance on External APIs: SBP might depend on third-party APIs (e.g., price tracking, wallet services, KYC, etc), service disruptions could impact usability.
•     Risk of External Platform Failure: If a major partner (e.g., an exchange or DeFi protocol) fails, it could impact token accessibility.
Quantum Computing Threats
•     Breaking Cryptographic Security: Future quantum computers could potentially break current blockchain encryption methods

I.6 Mitigation measures
textBlock Mitigation Strategies for Technology Risks:
1.     Smart Contract Security
•     Conduct regular audits with reputable firms to identify vulnerabilities.
•     Implement multi-signature authentication for transactions, where necessary.
2.     Infrastructure & App Security
•     Use decentralized and/or multiple hosting solutions to prevent single points of failure.
•     Implement automated backups to protect user data and transactions.
3.     User Security Best Practices
•     Educate users about phishing risks and provide security guides.
•     Encourage the use of hardware wallets for large token holdings.
4.     Regulatory Compliance & Adaptability
•     Work with legal experts to ensure compliance with evolving regulations.
•     Consider hybrid decentralization models to balance privacy and compliance.
5.     Future-Proofing & Upgradability
•     Design smart contracts with modular upgrades to allow improvements over time.
•     Monitor advancements in quantum security to prepare for potential threats

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
textBlock  In accordance with the information requirements set out in the Commission Delegated Regulation establishing regulatory technical standards pursuant to Article 6(12), Article 19(11), Article 51(15), and Article 66(6) of Regulation (EU) 2023/1114, the issuer provides the following disclosure on climate and environment-related adverse impacts:
The SBP token is issued on the Polygon (MATIC) blockchain, which operates under a Proof-of-Stake (PoS) consensus mechanism. Compared to Proof-of-Work blockchains, PoS significantly reduces electricity consumption and the associated carbon footprint. Polygon periodically validates its state through Ethereum checkpoints, which contributes to overall energy use, but the environmental impact remains lower than legacy PoW systems.
The issuer acknowledges that the operation of distributed ledger networks entails energy consumption and related indirect greenhouse gas emissions. At present, no formal sustainability certification or carbon offsetting program is implemented by the issuer.
The project will continue to monitor regulatory developments under MiCA and related EU sustainability standards and, where feasible, will provide additional reporting or adopt mitigation measures consistent with the applicable delegated acts. In particular, the issuer intends to explore carbon offsetting strategies, energy efficiency initiatives, and partnerships with sustainability-focused organizations to further mitigate the environmental impact of SBP as the project evolves

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



General information about adverse impacts



S.1 Name
text SellBuyPlay Limited

S.2 Relevant legal entity identifier
text 98450060CB3A9D6A0Q72

S.3 Name of the crypto-asset
text SellBuyPlay Token

S.4 Consensus mechanism
text  Polygon uses Proof-of-Stake (PoS) with a validator set that produces blocks on the Polygon chain and periodically checkpoints state to Ethereum for added security guarantees

S.5 Incentive mechanisms and applicable fees
text The ecosystem integrates transparent, performance-linked incentives and a flexible fee framework designed to balance user motivation, platform sustainability, and token utility. The structure rewards engagement across key participant categories including; players, streamers, sellers, marketers, and brands, through both direct payouts and tokenised incentives.
The mechanisms outlined below are illustrative and not exhaustive. They may be adjusted or expanded over time in response to the evolving needs of the project, feedback from users and the community, and prevailing market conditions or regulatory practices. All modifications will remain consistent with the overarching principles of fairness, transparency, and value alignment within the ecosystem.
1. User Participation Rewards
Participation rewards are distributed exclusively to winners, either individual players or teams, in the form of:
•     Cash or token packages equivalent to the participation or donation amount.
•     Digital assets, including secondary-market items (used) and brand-new products or service vouchers of equivalent value.
•     Future integration of NFT reward packages linked to tournament victories, milestones, or leaderboard positions.
This ensures a merit-based system where tangible and on-chain rewards correspond to measurable in-platform success.
2. Transaction Fees and Revenue Streams
The platform's fee model applies dynamically across user types and activities, primarily payable in $SBP Tokens (with fiat options where applicable). All fees are indicative examples and may vary based on category, volume, or subscription tier.
User Type / Activity     Fee Type     Example Rates & Logic
Sellers     Platform Transaction Fee     Fixed (e.g. 8%) + Subscription; Reverse Ladder model decreasing from (e.g. 20%) to (e.g. 2%) for high-volume sellers ($100M → $2 tiers).
Players / Teams     Tournament Entry Fee     Fixed (e.g. $10 per 10 members) or Performance-based (e.g. 5% of winnings).
Streamers     Streaming Revenue Share     Tiered 10% → 1% depending on audience size and engagement; plus optional Subscription and (e.g. 4%) fixed platform fee.
Marketers / Agencies     Campaign Management Fee     Tiered 10% → 2% + Subscription access + (e.g. 5%) fixed operational fee.
Buyers     eShop Transaction Fee     Variable (e.g. 5–15%) depending on product category or transaction value.
3. Subscription Packages and Access Tiers
Participants can access extended features through monthly or annual subscription packages, purchasable in $SBP Tokens. These packages grant lower transaction fees, exclusive tournament entry, promotional boosts for streamers, or early access to new digital assets.
Free "Freemium" tiers are available, while higher-tier "Pro" packages unlock significant reductions (e.g. 50%) in transactional costs and higher payout limits.
4. Token-Linked Transactions
The ecosystem supports multiple payment and revenue combinations across its core services:
•     SBP Services (Subscription or One-Off) — payable in fiat or $SBP Token.
•     Third-Party Integrations — external service subscriptions or tournament participation via $SBP Token.
•     Advertising — token-based purchases of CPM campaigns, banner slots, or content placement rights.
•     Donations — voluntary contributions accepted in both fiat and tokens, distributed transparently to the content creators or tournament prize pools.
5. Incentive and Reward Programs
To boost participation and long-term engagement, several incentive layers are being introduced:
•     Freemium Subscription Incentives: Users may receive limited-time free access to paid tiers or bonus credits for completing milestones.
•     Tiered Loyalty Program: Users progress through ranks (Bronze to Platinum), unlocking progressively lower fee percentages and higher payout multipliers.
•     Airdrops: Distribution of free $SBPToken packages to early adopters, event participants, or referral program winners.
•     NFT Launches: Complimentary NFTs tied to user achievements, special events, or limited-edition collaborations.
•     Staking/ locking: Users will be able to stake/lock $SBPTokens to earn annual yields linked to transaction volume and tournament engagement (e.g. 8–12% APR range).
Governance Participation: Long-term contributors may gain community voting privileges in ecosystem governance and treasury allocation

S.6 Beginning of period to which disclosed information relates
date 2026-01-01

S.7 End of period to which disclosed information relates
date 2026-12-31

Mandatory key indicator



S.8 Energy consumption
energy (kWh)  0

Sources and methodologies



S.9 Energy consumption sources and methodologies
textBlock  The issuer does not operate or control any nodes, validators, or infrastructure associated with the underlying distributed ledger technology. As such, no direct energy consumption can be attributed to the issuer or to the SBP token.

The SBP token is issued on the Polygon (PoS) network. Publicly available estimates indicate that the Polygon Proof-of-Stake network consumes approximately 120,000 kWh annually at the network level. However, this figure reflects aggregate network consumption and cannot be reliably allocated to any specific token or application, including SBP

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



Supplementary key indicators



S.10 Renewable energy consumption
percent 50%

S.11 Energy intensity
energy (kWh) 0.00003

S.12 Scope 1 DLT GHG emissions - controlled
GHG emissions (tCO2e) 0

S.13 Scope 2 DLT GHG emissions - purchased
GHG emissions (tCO2e) 0

S.14 GHG intensity
GHG emissions (tCO2e) 0.00001

Sources and methodologies



S.15 Key energy sources and methodologies
textBlock Energy source assumptions are based on:
•     Cloud-hosted validator infrastructure
•     Data centre electricity mixes across EU and global regions
•     Public sustainability disclosures by Polygon ecosystem participants
Methodologies follow:
•     Commission Delegated Regulation under Article 6(12) MiCA
•     Network-level proportional attribution (no issuer-level allocation)

S.16 Key GHG sources and methodologies
textBlock  GHG estimates are calculated using:
•     Indirect electricity-related emissions (Scope 2 equivalent, network level)
•     Average grid emission factors published by the European Environment Agency
•     Validator energy consumption benchmarks
No direct emissions are attributable to the issuer

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



Optional indicators



S. 17 Energy mix
percent 0%

S.18 Energy use reduction



Energy use reduction target (absolute value)
energy (kWh) 0

Energy use reduction target (percentage)
percent 0%

S.19 Carbon intensity (kgCO2e/kWh)
decimal 0

S.20 Scope 3 DLT GHG emissions - value chain
GHG emissions (tCO2e) 0

S.21 GHG emissions reduction targets or commitments
textBlock The issuer does not operate or control any DLT infrastructure and therefore has no direct greenhouse gas emissions or emission reduction targets.

S.22 Generation of waste electrical and electronic equipment (WEEE)
mass (tonnes) 0

S.23 Non-recycled WEEE ratio
percent 0%

S.24 Generation of hazardous waste
mass (tonnes) 0

S.25 Generation of waste (all types)
mass (tonnes) 0

S.26 Non-recycled waste ratio (all types)
percent 0%

S.27 Waste intensity (all types)
mass (tonnes) 0

S.28 Waste reduction targets or commitments (all types)
textBlock The issuer does not generate waste in relation to the crypto-asset and has no specific waste reduction targets.

S.29 Impact of use of equipment on natural resources
textBlock The issuer does not operate physical infrastructure and therefore does not directly impact natural resources through equipment use.

S.30 Natural resources use reduction targets or commitments
textBlock No natural resource use reduction targets have been established, as the issuer does not directly consume natural resources.

S.31 Water use
volume (m3) 0

S.32 Non recycled water ratio
percent 0%

Sources and methodologies



S.33 Other energy sources and methodologies
textBlock The issuer does not operate or control the underlying DLT infrastructure. Energy consumption data is therefore not directly measurable or attributable to the issuer or the SBP token. Disclosures are based on publicly available information relating to the Polygon PoS network.

S.34 Other GHG sources and methodologies
textBlock No direct or indirect greenhouse gas emissions are attributable to the issuer. No specific methodologies are applied due to the absence of measurable emissions.

S.35 Waste sources and methodologies
textBlock The issuer does not generate waste in relation to the crypto-asset and therefore no methodologies are applicable.

S.36 Natural resources sources and methodologies
textBlock The issuer does not directly consume natural resources and does not operate any infrastructure that would require measurement methodologies.
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