Explanatory Note
Blockstack PBC has prepared this Form 1-A/A solely for the purpose of filing Exhibit 4.1 and Exhibit 4.2 and revising the description of the “Types of Securities Offered in this Offering Statement” in Item 4 of Form 1-A to “Stacks Tokens.”
PART III — EXHIBITS
Item 16. Exhibits
(a) Exhibits.
Exhibit
Number | | Description | | |
2.1 | # | | Amended and Restated Certificate of Incorporation of Blockstack PBC | | |
2.2 | # | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Blockstack PBC | | |
2.3 | # | | Bylaws of Blockstack PBC | | |
2.4 | # | | Operating Agreement of Blockstack Employee LLC, dated as of October 23, 2017 | | |
3.1 | # | | Simple Agreement for Future Tokens | | |
3.2 | # | | Subscription Agreement for Blockstack Token Fund QP, L.P. and Blockstack Token Fund AI, L.P., dated as of November 14, 2017 | | |
3.3 | # | | Amended and Restated Limited Partnership Agreement of Blockstack Token Fund AI, L.P., dated as of December 1, 2017 | | |
3.4 | # | | Amended and Restated Limited Partnership Agreement of Blockstack Token Fund QP, L.P., dated as of December 1, 2017 | | |
3.5 | # | | Smart contract for the Stacks Token | | |
4.1 | | | Form of Subscription Agreement | | |
4.2 | | | Form of App Mining program Participation Agreement | | |
6.1 | †# | | 2016 Equity Incentive Plan of Half Moon Labs Inc. (including form of stock option agreement) | | |
6.2 | †# | | 2017 Equity Incentive Plan of Blockstack Employee LLC, dated October 20, 2017 | | |
6.3 | # | | License Agreement to Occupy Shared Office Space, between WorkSocial.com LLC and Blockstack Token LLC, dated as of October 5, 2017 | | |
6.4 | # | | Agreement of Sublease, between Sustainable Insight Capital Management, LLC, as sublandlord, and Blockstack PBC, as subtenant, dated May 21, 2018 | | |
6.5 | †# | | Form of Director and Executive Officer Indemnification Agreement of Blockstack PBC | | |
6.6 | †# | | Settlement Agreement and Release, by and between Blockstack PBC and Ryan Shea, dated September 28, 2018 | | |
6.7 | # | | Form of Blockstack PBC Restricted Token Unit Agreement | | |
6.8 | # | | Form of Blockstack Employee LLC Restricted Unit Purchase Notice under the 2017 Equity Incentive Plan | | |
6.9 | # | | Token Purchase Agreement, dated October 3, 2018, between Blockstack Token LLC and Blockstack Employee LLC | | |
6.10 | # | | Token Purchase Agreement, dated October 3, 2018, between Blockstack Token LLC and Blockstack Employee LLC | | |
6.11 | ^# | | Compliance and Technical Services Agreement by and between Coinlist Services LLC and Blockstack Token LLC, dated as of May 8, 2019 | | |
6.12 | # | | Blockstack-Coinlist Data Processing Addendum by and between Coinlist Services LLC and Blockstack Token LLC, dated as of May 8, 2019 | | |
6.13 | # | | Purchase Agreement for Deferred Delivery Agreement dated as of January 17, 2019 by and between New Internet Labs Limited and Blockstack Token LLC (includes Deferred Delivery Agreement, dated as of January 17, 2019, by and between New Internet Labs Limited and Blockstock Token LLC) | | |
6.14 | # | | Form of Deferred Delivery Agreement to be used in concurrent Regulation S Offering (includes form of Deferred Delivery Agreement to be used in concurrent Regulation S Offering) | | |
6.15 | # | | Investors’ Rights Agreement, dated December 16, 2016, by and among Blockstack PBC and the investors named therein | | |
6.16 | # | | Right of First Refusal and Co-Sale Agreement, dated December 16, 2016, by and among Blockstack PBC and the investors and common holders named therein. | | |
6.17 | # | | Voting Agreement, dated December 16, 2016, by and among Blockstack PBC and the investors and common holders named therein. | | |
6.18 | # | | Blockstack PBC Form of Offer Letter for Full-time Employment | | |
6.19 | # | | Form of Blockstack PBC App Reviewer Agreement | | |
6.20 | # | | Assignment and Assumption Agreement, dated as of June 27, 2019, of Compliance and Technical Services Agreement by and among Coinlist Services LLC, Blockstack Token LLC and Blockstack PBC | | |
8.1 | # | | Form of Escrow Agreement, by and between Prime Trust, LLC and Blockstack Token LLC (to be entered into upon qualification of the offering statement) | | |
8.2 | # | | Escrow Agreement dated as of June 1, 2019, by and between Bitgo Trust Company, Inc. and Blockstack Token LLC | | |
10.1 | # | | Power of Attorney (included on signature page) | | |
11.1 | # | | Form of Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 12.1) | | |
11.2 | # | | Consent of WithumSmith+Brown, PC | | |
11.3 | # | | Consent of Foresight Valuation Group, LLC | | |
12.1 | # | | Form of Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation as to the legality of the securities being qualified | | |
13.1 | # | | Communications related to voucher program | | |
13.2 | # | | Blockstack Technical Whitepaper | | |
13.3 | # | | Blockstack Token Whitepaper | | |
13.4 | # | | Presentation to prospective investors in Concurrent Regulation S Offering, dated April 2019 | | |
13.5 | # | | Blockstack overview dated April 2019 | | |
13.6 | # | | Press release dated April 11, 2019 | | |
13.7 | # | | Blog post posted on blockstack.org/blog following filing of Form 1-A on April 11, 2019 | | |
13.8 | # | | E-mail to holders of vouchers, sent following filing of Form 1-A on April 11, 2019 | | |
13.9 | # | | E-mail to existing investors in Blockstack PBC, sent following filing of Form 1-A on April 11, 2019 | | |
13.10 | # | | E-mail to Blockstack community, sent following filing of Form 1-A on April 11, 2019 | | |
13.11 | # | | Frequently Asked Questions posted on stackstoken.com on April 16, 2019 | | |
13.12 | # | | WeChat transcript of TokenGazer AMA event on April 25, 2019 | | |
13.13 | # | | Presentation to prospective investors, dated May 2019 | | |
13.14 | # | | Quarterly update email to community, sent on May 1, 2019 | | |
13.15 | # | | Presentation at CoinDesk Consensus 2019, delivered on May 14, 2019 | | |
13.16 | # | | Transcript of event at The Japan Society on April 16, 2019 | | |
13.17 | # | | E-mail to holders of vouchers regarding voucher registration, sent on May 18, 2019 | | |
13.18 | # | | E-mail to holders of vouchers regarding voucher registration, sent on May 20, 2019 | | |
13.19 | # | | E-mail to holders of vouchers regarding extension of voucher registration, sent on May 24, 2019 | | |
13.20 | # | | E-mail to holders of vouchers regarding voucher registration, sent on May 27, 2019 | | |
13.21 | # | | Voucher registration work flow | | |
13.22 | # | | Voucher submission template | | |
13.23 | # | | Voucher completion template | | |
13.24 | # | | Transcript of Crypto AMA, conducted on May 29, 2019 | | |
13.25 | # | | Email to Blockstack community regarding general pre-registration, sent on May 31, 2019 | | |
13.26 | # | | Blog post posted on blockstack.org/blog regarding general pre-registration on May 31, 2019 | | |
13.27 | # | | Landing page for CantBeEvil.com | | |
13.28 | # | | General pre-registration work flow | | |
13.29 | # | | Landing page for stackstoken.com | | |
13.30 | # | | Text of Google AdWords advertisements | | |
13.31 | # | | Transcript of Video “The Next Era in Computing Blockstack” | | |
13.32 | # | | Blockstack Whitepaper version 2.0 | | |
13.33 | # | | Text of Coinzilla.com and Cointraffic.io banner ads | | |
13.34 | # | | Blog post posted on blockstack.org/blog regarding smart contract language, Clarity, on June 27, 2019 | | |
13.35 | # | | Email to app founders regarding updates to the app mining registration process, sent on June 10, 2019 | | |
13.36 | # | | Text of banner add in New York subway entrance | | |
13.37 | # | | Forum post posted on forum.blockstack.org regarding token economics on June 12, 2019 | | |
13.38 | # | | Blog post posted on blockstack.org/blog regarding token economics on June 14, 2019 | | |
13.39 | # | | Email to Blockstack community June 2019 newsletter, sent on June 13, 2019 | | |
13.40 | # | | Email to Naval Ravikant syndicate, sent on June 14, 2019 | | |
13.41 | # | | Text of Centro banner ads | | |
13.42 | # | | Email to Blockstack community regarding Global Coin Research June newsletter, sent on June 18, 2019 | | |
13.43 | # | | Emails to Blockstack community regarding CoinList fireside chat, sent on June 18, 2019 | | |
13.44 | # | | Landing page for CoinList fireside chat, found at community.blockstack.org/coinlist-fireside | | |
13.45 | # | | Emails to certain Regulation A pre-registrants, sent on June 21, 2019 | | |
13.46 | # | | Text of Cryptopanic.com banner ad | | |
13.47 | # | | Email to investors regarding Blockstack highlights and updates, sent on June 24, 2019 | | |
15.1 | # | | App Mining algorithm | | |
15.2 | # | | App Mining Participant Terms | | |
15.5 | # | | Correspondence to Securities and Exchange Commission dated December 2l, 2018 | | |
15.6 | # | | Correspondence to Securities and Exchange Commission dated March 1, 2019 | | |
15.7 | # | | Draft offering statement previously submitted on September 13, 2018 pursuant to Rule 252(d) (incorporated by reference to the copy thereof made public pursuant to Rule 301 of Regulation S-T) | | |
15.8 | # | | Draft amended offering statement previously submitted on December 21, 2018 pursuant to Rule 252(d) (incorporated by reference to the copy thereof made public pursuant to Rule 301 of Regulation S-T) | | |
† Indicates a management contract or compensatory plan
# Previously filed
^ Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.
III-1
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 10, 2019.
| BLOCKSTACK PBC |
| | |
| By: | /s/ Muneeb Ali |
| | Muneeb Ali |
| | Chief Executive Officer |
This offering statement has been signed by the following persons in the capacities and on the dates indicated below:
Signature | | Title | | Date |
| | | | |
/s/ Muneeb Ali | | Chief Executive Officer and Director (Principal Executive Officer) | | July 10, 2019 |
Muneeb Ali | | | | |
| | | | |
/s/ Jesse Soslow | | Head of Legal and Finance (Principal Financial Officer and Principal Accounting Officer) | | July 10, 2019 |
Jesse Soslow | | | |
| | | | |
* | | Director | | July 10, 2019 |
Albert Wenger | | | | |
| | | | |
* | | Director | | July 10, 2019 |
Jaswinder Singh | | | | |
| | | | |
* By: | /s/ Muneeb Ali | | | | |
| Muneeb Ali | | | | |
| Attorney-in-Fact | | | | |
III-2
