Token Phase Offerings

D.W Exchange LLC     

We seek to build a complete and highly functional digital ecosystem called “Digital World Exchange” (our “Platform”) designed to empower our community of global individuals, entrepreneurs and small businesses to interact safely, quickly and simply. This ecosystem is designed around a crypto currency exchange (which we may seek to register as an “alternative trading system” (ATS) or as an exchange in the future with the SEC) that will empower the American and global communities to do business safely, securely and smartly in the crypto sphere.

Implementing what we believe will be an evolutionary leap in digital business, Digital World Exchange has 6 distinct branches we plan to implement:

  • an SEC-licensed cryptocurrency exchange or ATS;
  • its associated cryptocurrency (DWE Tokens);
  • a digital marketplace for goods and services;
  • a fully functional social media platform;
  • affiliate/network marketing; and
  • education

We seek to enable our community to be able to buy and sell goods with a wide selection of cryptocurrencies, trade in a long list of cryptocurrency pairs, and grow their business/network within the global community. In time, we anticipate there being an account-linked debit card as well as fiat-crypto purchase. We believe this model will help move Digital World Exchange into the forefront of the global cryptocurrency community as cryptocurrencies become more common and accepted around the world. There can be no assurance our objectives may be achieved. (See “Risk Factors”). For more information regarding our Token and planned Platform, please see our Whitepaper in the Exhibit Section of this Memorandum.

Offering

We are offering subscriptions to our Simple Agreement for Future Tokens (the “SAFT”) to “Accredited Investors” only on a “best efforts” and “no maximum, no minimum” basis (the “Offering”). The Offering is being conducted in accordance with Section 4(a)(5) and/or Rule 506(c) of the U.S. Securities Act and Regulation D promulgated thereunder, or to non-U.S. Persons who are not purchasing for the account or benefit of a U.S. Person as defined under Regulation S under the U.S. Securities Act, and other exemptions of similar import in the laws of the states and other jurisdictions where the offering will be made. The SAFTs are not available to the general public. With limited exceptions, the SAFTs are not available to persons who are not “Accredited Investors”.

SAFT and DWE

Tokens The SAFT grants the Subscriber the opportunity to receive in the future one or more DWE Tokens (the “Tokens”) as described in this Memorandum. The Tokens and our overall strategy and business model are more fully described in the Token Issuer’s Whitepaper attached and incorporated into this Memorandum as Exhibit A. The form of our SAFT is attached and incorporated into this Memorandum in Exhibit C. There can be no assurance our objectives may be achieved. (See “Risk Factors”).

Token Allocation

We expect that up to 20,000,000 DWE Tokens will be issued and distributed as follows:

The minimum SAFT subscription is USD $1.00 per Token up to the first USD $1,000,000 in subscriptions (the “Phase 1 Offering”), USD $5.00 per Token up to the followingUSD $10,000,000 in subscriptions (the “Phase 2 Offering”), and USD $10.00 per Token up to the following USD $50,000,000 in subscriptions (the “Phase 3 Offering”), aggregating a maximum offering of USD $61,000,000.