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The information contained in this Crypto Asset Statement was last updated on Feb 20, 2024

No securities regulatory authority in Canada has expressed an opinion about Celestia or any of the other Crypto Contracts or Crypto Assets made available through Newton Crypto Ltd. (Newton) on the Newton Platform, including an opinion that Celestia itself is not a security and/or derivative.  Changes to applicable law may adversely affect the use, transfer, exchange, or value of any of your crypto assets, and such changes may be sudden and without notice.

Newton is offering Crypto Contracts in reliance on a prospectus exemption contained in the exemptive relief decision Re Newton Crypto Ltd. dated March 8, 2024.  The statutory rights of action for damages and the right of rescission in section 130.1 of the Securities Act (Ontario) and similar legislation in the other provinces and territories of Canada would not apply in respect of a misrepresentation in this Crypto Asset Statement or the Newton Platform Risk Statement.

This overview provides a summary of certain risks associated with Celestia and is not an exhaustive description or summary of these risks and, in addition, does not take into account an individual’s particular situation or risk tolerance.  Investors are encouraged to conduct their own research prior to trading any crypto asset.

Newton users should read the Newton Platform Risk Statement for additional discussion of general risks associated with crypto assets made available through the Newton platform. A copy of the Newton Platform Risk Statement acknowledged by you is available in your account in the “Statements & Reports” section.

Token Description & Project Background

Celestia (formerly “LazyLedger”) operates as the "data storage layer" for other blockchains. Born from the desire to overcome scalability limitations in traditional blockchains, Celestia emerged in 2018. Its founders, Mustafa AlBass and Ismail Khoffi, envisioned a future where blockchains could seamlessly interoperate and scale without compromising decentralization or security.

It is based on the Cosmos blockchain. It separates data availability (ensuring transaction data is accessible) from transaction execution (processing and validating transactions). This modular approach unlocks several key benefits:

Scalability: Celestia's data availability sampling (DAS) mechanism efficiently verifies data, enabling the network to scale with the number of users.

Flexibility: Developers can build custom blockchains using their preferred virtual machines (VMs), fostering innovation and diversity.

Sovereign Chains: Applications gain greater control over their data and governance, reducing reliance on existing platforms.

Risks of TIA

Like an investment in other crypto assets, an investment in Celestia includes the following general risks:  (i) volatility risk and liquidity risk, (ii) short history risk, (iii) demand risk, (iv) forking risk, (v) code defects, (vi) regulatory risk, (vii) electronic trading risk, and (viii) cyber security risk.

For additional information of general risks associated with crypto assets, you may refer to the Newton Platform Risk Statement.  In terms of specific risks, as Celestia is one of the longest-standing crypto assets and its community base is widely decentralized, there is no central working group or authority to disclose material information to the public regarding Celestia.

Please note that these risks and the associated summaries or overviews provided for each herein are not intended to be an exhaustive discussion pertaining to all such risks and, in addition, there may be other risks that come with exposure to Celestia.  We encourage all Newton users to perform their own due diligence to assess the risks associated with Celestia and to determine whether this level of risk is acceptable to them.  Neither Celestia nor Newton guarantees the value of Celestia, and holders of Celestia will not have any recourse to Celestia or Newton if the value of Celestia declines for any reason whatsoever.

Newton’s Evaluation Process

Newton has reviewed and assessed Celestia prior to making it available on the Newton Platform and has concluded that Celestia is not a security or derivative under Canadian securities legislation; however, there is a risk that this conclusion could change in the future and that, in such event, Newton will be required to halt, suspend, and then remove Celestia from its platform as described in the Newton Platform Risk Statement.

Further, as indicated above, no Canadian securities regulatory authority has expressed an opinion about Celestia, including an opinion that Celestia is not itself a security and/or derivative.

Based on publicly available information Newton has reviewed Celestia, including, but not limited to, a review of the following:

• The creation, governance, usage, and design of Celestia, including the source code, security, and roadmap for growth in the developer community and, if applicable, the background of the developer(s) that created Celestia.
• The supply, demand, maturity, utility, and liquidity of Celestia.
• Material technical risks associated with Celestia, including any code defects, security breaches and other threats concerning Celestia and its supporting blockchain (such as the susceptibility to hacking and impact of forking), or the practices and protocols that apply to them.
• Legal and regulatory risks associated with Celestia, including (i) any pending, potential, or prior civil, regulatory, criminal, or enforcement action relating to the issuance, distribution, or use of Celestia, and (ii) statements made by any securities regulatory authorities in Canada, other regulators in IOSCO-member jurisdictions, or the regulator with the most significant connection to Celestia about whether Celestia, or generally about whether the type of crypto asset, is a security and/or derivative.

A link to the Celestia White Paper is available at the following link.