Effective Date: April 1, 2025
 Prepared by: Siriux Foundation – Legal & Compliance Department

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1. Purpose of This Memorandum

This memorandum provides an initial assessment of the legal classification of the proposed utility token (the “Siriux Token” or “Token”) intended to be used within the Siriux blockchain ecosystem. The analysis below is intended to guide the Siriux Foundation and third-party participants regarding the compliance posture of the Token and is based on current regulatory interpretations across key jurisdictions.

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2. Summary Conclusion

Based on a preliminary multi-jurisdictional legal analysis, the Siriux Token is not designed or intended to function as a security, and instead qualifies as a utility token within the meaning of international best practices and certain regulatory frameworks (e.g., Switzerland, EU MiCA). However, given the evolving nature of global crypto regulation, token classification may vary across jurisdictions.

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3. Key Jurisdictional Analyses

a. Switzerland (FINMA Guidelines)

• Under the FINMA ICO Guidelines, the Siriux Token is classified as a “Utility Token”.
  
  

• It grants access to protocol functionality and network services, not ownership, dividends, or profit rights.
  
  

• Siriux Foundation does not guarantee any capital appreciation or token buyback.
  
  

• No passive investment expectation exists under the Howey Test equivalent.
  
  

b. European Union (Markets in Crypto-Assets Regulation – MiCA)

• The Token is not a stablecoin or e-money token.
  
  

• It is a utility token under MiCA definitions, enabling access to services offered on a DLT-based infrastructure.
  
  

• No financial claims on the issuer are granted.
  
  

c. United States (SEC Framework – Howey Test)

• Siriux Foundation does not promote the token as an investment.
  
  

• The Token is not marketed with profit expectations.
  
  

• No common enterprise or pooling of funds exists.
  
  

• No reliance on the Foundation’s efforts for value generation.
  
  

• Notwithstanding this, the U.S. presents regulatory uncertainty; Siriux will block U.S. persons and IPs from token sales and interface access.
  
  

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4. Token Utility Characteristics

The Siriux Token is intended to:

• Enable access to staking, governance, and on-chain infrastructure;
  
  

• Power resource allocation mechanisms (e.g., compute or bandwidth markets);
  
  

• Serve as a medium of exchange for on-chain services;
  
  

• Facilitate network-level incentives (not financial returns).
  
  

The Token does not:

• Represent equity, ownership, or voting in the Siriux Foundation;
  
  

• Entitle holders to profit sharing or dividends;
  
  

• Serve as a speculative financial instrument.
  
  

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5. Distribution & Sale Strategy

• No public token offering will be conducted in the United States or other high-risk jurisdictions.
  
  

• Any public sale will include strong jurisdictional geofencing and KYC/AML measures.
  
  

• Private token sales, if any, will be conducted under legal advice and subject to enterprise-level due diligence.
  
  

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6. Compliance Mitigation Measures

• Website disclaimers to restrict access from regulated jurisdictions (e.g., U.S., China);
  
  

• Clear disclosures regarding token utility and limitations;
  
  

• No investment language or price speculation allowed in marketing;
  
  

• No token vesting tied to financial performance of Siriux Foundation.
  
  

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7. Continuing Legal Review

This memorandum does not constitute formal legal advice. Regulatory interpretations may evolve. The Siriux Foundation commits to:

• Continuously review global token classification standards;
  
  

• Engage with local counsel in target jurisdictions before launching any token-related activity;
  
  

• Adjust its operations and disclosures to maintain compliance.
  
  

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8. Contact For questions or due diligence requests related to token classification, please contact:
 📧  legal@siriux.ai