Joint Venture

A Public Joint Venture Company is proposed to support select businesses that wish to launch or relocate (via Corporate Inversion) in El Salvador. Our initial equity offering is currently pending review, but we hope to offer shares in this company, pursuant to the authorization of the Board of Directors of the National Digital Assets Commission of El Salvador, represented by tokens we issue on the Liquid Network and available for purchase directly via this website. We plan to raise sufficient capital in the first quarter of 2024 to engage with approximately ten seed-stage organizations in a ‘shared-services’ model that typically sees us:

• Handle corporate formation and administration,
• Manage our community of attorneys, accountants, compliance officers, and auditors,
• Provide staffing, payroll, and human resources services, and
• Assist with strategy, marketing, sales, treasury management, and government relations.

We generally leverage our in-house technical bandwidth and network of business and government contacts to enable operators to domicile their businesses in El Salvador, confident in our ability to provide value in multiple disciplines and ensure compliance with local tax and labor law. While we give preference to Bitcoin-native digital services, we entertain all business models. The following is a preview of an offering that we may issue upon further advice from our counselors.

The Offering

TBD
(the “Company”)

Board of Directors
TBD

Auditors
TBD

SECTION A. OBJECTIVE

The objective of the Company is to provide shareholders with exposure to the dynamic start-up environment of Bitcoin-oriented businesses in El Salvador. We do so by identifying a small group of operators who each have a technically-innovative solution to a known problem in the Bitcoin space, or who have a compelling addition to the local market surrounding Bitcoin City. The Company will specifically identify operators whose vision involves working toward the greater glory and success of the Bitcoin initiative in El Salvador. The Company aims to provide returns to its investors through long term capital growth by diversifying its investments across market sectors and by directly adding value and operational capacity to its portfolio companies via a shared-services model.

Our thesis is simple. Individuals and businesses in developed countries will experience increasing financial controls and tax footprints for the foreseeable future. Central Bank Digital Currencies, and the granular control they allow, will prove to be irresistible to most authorities. Financial behaviors will only become more restricted with time. As a result, the incentive to seek jurisdictional arbitrage will likewise increase. El Salvador is an attractive option for this growing market, especially the subset of individuals and businesses that work and earn remotely as their tax liability will be at or near zero. Retaining a professional services firm, like ours, will be an obvious choice for many.

Essentially, we want Bitcoin City to be successful. In order for that to happen, people and businesses need to relocate here. But that can be hard; everyone needs support for that type of move. To provide that support, we’ve developed subject matter expertise in specific areas that start-ups need the most. Additionally, many types of businesses would be more successful here than elsewhere, so the long-term calculus for them makes a lot of sense if they can solve the short-term challenges of relocation/relaunch. We will identify and market to the businesses we feel fit that description the best. We will sweeten the deal with new seed money for the inversion. We can immediately take on ten companies at our current staffing level. Exits can be negotiated per project. We can scale over time.

SECTION B. INVESTMENT AND CAPITAL STRUCTURE

The Company will be incorporated in the first business quarter of 2024 as a public company with limited liability and variable capital under the laws of El Salvador. We will immediately seek a business license to offer contract services in the areas of legal representation, accounting and auditing, compliance, software development, real estate development, import/export and customs interface, marketing, sales, treasury management, digital asset issuance and government relations. These services will not be marketed to the public, but rather exclusively available to our portfolio companies with the goal of reducing initial overhead and operating expense. The Company will also hold equity in the portfolio companies as determined by our seed investment strategy.

The Company issues a single-class security, the Management Share, which is freely transferable and has equal, non-diluting voting rights on any resolution brought before the Board of Directors and equal, non-diluting claims to any dividends issued by the Company as well as the outstanding share capital. The Management Share has a Par Value of one United States dollar and an issuance of xxx shares.

The Company will invest substantially all of the proceeds of the issue into the seed rounds of its portfolio companies, less administrative and operational expenses.

Disclaimer to investors from particular countries:

The shares in the Company which are described in this Offering have not been and will not be registered under the relevant securities, investment or any other main or subsidiary legislation enacted and currently in force in any country other than The Republic of El Salvador in Central America, as may be amended or re-enacted, and will not be directly or indirectly offered or sold in any particular country to or for the benefit of the citizens of any particular country, except pursuant to an exemption from, or in a transaction not subject to, the substantive requirements of relevant legislation. Any re-offer or resale of the shares of the Company in any particular country or to the citizens of any particular country may constitute a violation of law. The Company has not been and will not be registered under the relevant legislation of any country other than The Republic of El Salvador in Central America and investors will not be entitled to the benefit of registration elsewhere.

The shares have not been approved or disapproved by any regulatory authority other than within The Republic of El Salvador in Central America, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of these offering materials. Any representation to the contrary is unlawful.

In order to ensure compliance with the restrictions referred to above, any prospective investor in this Company is hereby required to represent that such investor is not a citizen of any country which may prohibit the acquiring of shares for the account or benefit, directly or indirectly, of themselves or any other citizen of such country. Please consult the competent counsel of an attorney in your jurisdiction prior to obtaining these, or any other shares.

SECTION C. MANAGEMENT OF THE COMPANY

The Company will be self-managed and therefore, investment decisions will be taken by the Board of Directors of the Company.

The Directors shall have overall authority, supervision and control over, and responsibility for the operations, management and investment decisions of the Company. The Company shall always have at least one director who shall be resident in El Salvador to meet the requirements of the law governing corporations here. The Board shall meet as often as necessary to review the operations, administrative affairs, and the investments of the Company.

The Directors may, by a resolution of directors, appoint any person, including a person who is a director, to be an officer or agent of the Company.

All Bitcoin transactions, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments drawn on the Company, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.

Delegation of Duties

The Board of Directors may delegate any part of its duties to others, including but not limited to any investment advisor or investment consultant or professional whether country specific or not, provided the Board of Directors shall remain responsible to the Company for the performance of any such duties. In addition, the Board of Directors shall have the right to employ and engage lawyers, accountants, and other professional advisers to assist it in performing its duties.

Board Meetings

The meetings of the Board of Directors of the Company will either take place in El Salvador or be organized by remote conference chaired from El Salvador.

Regulatory Environment

The current government of El Salvador is proposing a new Digital Assets Issuance Law which would govern our activities outlined in the Offer. We will be closely following the development of the National Digital Assets Commission in regards to the application of the Offer as well as its registry and administration.

SECTION D. RISK FACTORS

There can be no assurance that the Company’s objectives will be realized or that there will be any return of capital. The following considerations should be carefully evaluated before making an investment in the Company.

Investment in the Company should be deemed as highly speculative and should be made only by sophisticated investors who are able to bear the risk of complete loss of an investment in the Company. Sophisticated investors are those investors who have sufficient investing experience and knowledge to weigh the risks and merits of an investment opportunity. Potential investors should be aware of the risks associated with the Company’s investment policy and are advised to consult with their professional advisors, such as lawyers, financial advisors, accountants, and/or tax advisors when determining whether an investment in the Company is suitable for them. Investment in most developing countries, including the one in which the Company proposes to invest, involves special considerations and risks not typically associated with investments in securities of issuers from developed countries, including the risks generally associated with international investing, such as currency fluctuations, the risk of investing in countries with smaller capital markets, limited liquidity, price volatility and special considerations with regard to foreign investment.

Business Risk

There can be no assurance that the Company will achieve its investment objective. There is no operating history by which to evaluate its likely future performance.

Concentration of Investments

Although it will be the policy of the Company to diversify its investment portfolio, the Company may at certain times hold relatively few investments. The Company could be subject to significant losses if it holds a large position in a particular investment that declines in value or is otherwise adversely affected, including default of the issuer.

Government, Economic and Political Considerations

The value of the Company’s assets and the liquidity of the shares may be adversely affected by uncertainties such as political, economic or social instability, diplomatic developments and changes in laws or regulations. Expropriation, confiscatory taxation, nationalization or other developments could also adversely affect the assets of the Company.

Corporate Disclosure, Accounting and Regulatory Standards

Disclosure and regulatory standards in some emerging markets are in many respects less stringent than standards in certain countries, and there may be less publicly available information about any listed companies than is regularly published by or about their counterparts in many countries. At the present time, companies in emerging markets are subject to accounting standards and requirements that differ in significant respects from those applicable to companies in many countries.

Securities markets

Stock exchanges have in the past been subject to closure and there can be no certainty that this will not recur. Also significant delays have been common in settling physical trades on certain stock exchanges and registering transfers of securities.

The above factors could negatively affect the Net Asset Value, the ability to redeem shares and the price at which the shares may be redeemed.

Exchange rate risk

The Company will invest primarily in securities denominated in Bitcoin and in United States dollars, in which its accounts are based on or the Net Asset Value of the Participating shares are calculated. Accordingly, a change in the value of any currency against the reporting currency of the Company will result in a corresponding change in the value of the Company’s assets. This could, for example, affect potential redemption proceeds. Accordingly, the value of the Company’s assets and the liquidity of the shares may be significantly affected by developments in and outside a particular targeted country relating to exchange rates and controls and availability of currency reserves.

El Salvador Government, Political and Taxation Considerations

The Company is structured in such a manner that would enable investments in listed securities to qualify for beneficial treatment under current tax treaties between El Salvador and other relevant jurisdictions. The Company’s investment income could be adversely affected by certain developments and changes in those treaties or other laws or regulations. Moreover, there can be no guarantee that the current unilateral tax relief on the Company’s tax liability in El Salvador will not be reduced or abolished at some time in the future. In addition, expropriation, confiscatory taxation, nationalization or other developments could also adversely affect the assets of the Company and it may be difficult to obtain and enforce a judgement in El Salvador.

SECTION E. ADDITIONAL FACTORS

This offering, as written and displayed herein on this web page, does not represent the entire scope of considerations any investor should take into account. It is not intended to be considered anything other than a non-comprehensive summary of certain issues related to the Offering. For more information, please contact the Administrator of the Company.