00 Table of Content

01 Date of Notification

02 Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114

03 Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114

04 Statement in accordance with Article 6(5), points (a), (b), (c) of Regulation (EU) 2023/1114

05 Statement in accordance with Article 6(5), point (d) of Regulation (EU) 2023/1114

06 Statement in accordance with Article 6(5), points (e) and (f) of Regulation (EU) 2023/1114

07 Warning in accordance with Article 6(7), second subparagraph, of Regulation (EU) 2023/1114

08 Characteristics of the crypto-asset

09 Information about the quality and quantity of goods or services to which the utility tokens give access and restrictions on the transferability

10 Key information about the offer to the public or admission to trading

Part A – Information about the offeror or the person seeking admission to trading

A.1 Name

A.2 Legal Form

A.3 Registered address

A.4 Head office

A.5 Registration date

A.6 Legal entity identifier (LEI)

A.7 Another identifier required pursuant to applicable national law

A.8 Contact telephone number

A.9 E-Mail address

A.10 Response time (Days)

A.11 Parent company

A.12 Members of the management body

A.13 Business activity

A. 14 Parent Company Business Activity

A.15 Newly Established

A. 16 Financial Condition for the Past Three Years

A.17 Financial Condition Since Registration

Part B – Information about the issuer, if different from the offeror or person seeking admission to trading

Part C – Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

Part D – Information about the crypto-asset project

D.1 Crypto-asset project name

D.2 Crypto-assets name

D.3 Abbreviation

D.4 Crypto-asset project description

D.5 Details of all natural or legal persons involved in the implementation of the crypto-asset project

D.6 Utility Token Classification

D.7 Key Features of Goods/Services for Utility Token Projects

D.8 Plans for the token

D.9 Resource allocation

D.10 Planned use of Collected funds or crypto-Assets

Part E – Information about the offer of crypto-assets to the public of crypto-assets or their admission to trading

E.1 Public offering or admission to trading

E.2 Reasons for public offer or admission to trading

E.3 Fundraising target

E.4 Minimum subscription goals

E.5 Maximum subscription goal

E.6 Oversubscription acceptance

E.7 Oversubscription allocation

E.8 Issue price

E.9 Official currency or any other crypto-assets determining the issue price

E.10 Subscription fee

E.11 Offer price determination method

E.12 Total number of offered/traded crypto-assets

E.13 Targeted holders

E.14 Holder restrictions

E.15 Reimbursement notice

E.16 Refund mechanism

E.17 Refund timeline

E.18 Offer phases

E.19 Early purchase discount

E.20 Time-limited offer

E.21 Subscription period beginning

E.22 Subscription period end

E.23 Safeguarding arrangements for offered funds/crypto-assets 40

E.24 Payment methods for crypto-asset purchase 41

E.25 Value transfer methods for reimbursement 42

E.26 Right of withdrawal 42

E.27 Transfer of purchased crypto-assets 43

E.28 Transfer time schedule 43

E.29 Purchaser’s technical requirements 43

E.30 Crypto-asset service provider (CASP) name 44

E.31 CASP identifier 44

E.32 Placement form 44

E.33 Trading platforms name 44

E.34 Trading Platforms Market identifier code (MIC) 44

E.35 Trading platforms access 44

E.36 Involved costs 44

E.37 Offer expenses 44

E.38 Conflicts of interest 46

E.39 Applicable law 47

E.40 Competent court 47

Part F – Information about the crypto-assets 47

F.1 Crypto-asset type 47

F.2 Crypto-asset functionality 47

F.3 Planned application of functionalities 48

F.4 Type of crypto-asset white paper 49

F.5 The type of submission 49

F.6 Crypto-asset characteristics 49

F.7 Commercial name or trading name 50

F.8 Website of the issuer 50

F.9 Starting date of offer to the public or admission to trading 50

F.10 Publication date 50

F.11 Any other services provided by the issuer 50

F.12 Language or languages of the crypto-asset white paper 51

F.13 Digital token identifier code used to uniquely identify the crypto-asset or each of the several crypto assets to which the white paper relates, where available 51

F.14 Functionally fungible group digital token identifier, where available 51

F.15 Voluntary data flag 51

F.16 Personal data flag 51

F.17 LEI eligibility 51

F.18 Home member state 52

F.19 Host Member States 52

Part G – Information on the rights and obligations attached to the crypto-assets 52

G.1 Purchaser Rights and Obligations 52

G.2 Exercise of Rights and Obligations 55

G.3 Conditions for modifications of rights and obligations 56

G.4 Future public offers 56

G.5 Issuer retained crypto-assets 57

G.6 Utility token classification 57

G.7 Key features of goods/services of utility tokens 57

G.8 Utility tokens redemption 59

G.9 Non-trading request 61

G.10 Crypto-assets purchase or sale modalities 61

G.11 Crypto-assets transfer restrictions 61

G.12 Supply adjustment protocols 61

G.13 Supply adjustment mechanisms 61

G.14 Token value protection schemes 61

G.15 Token value protection scheme description 61

G.16 Compensation schemes 62

G.17 Compensation scheme description 62

G.18 Applicable law 62

G.19 Competent court 62

Part H — Information on the underlying technology 62

H.1 Distributed ledger technology (DLT) 62

H.2 Protocols and technical standards 62

H.3 Technology used 62

H.4 Consensus mechanism 63

H.5 Incentive mechanisms and applicable fees 63

H.6 Use of Distributed Ledger Technology 63

H.7 DLT Functionality Description 63

H.8 Audit 63

H.9 Audit outcome 63

Part I — Information on risks 63

I.1 Offer-related risks 63

I.2 Issuer-related risks 66

I.3 Crypto-assets-related risks 66

I.4 Project implementation-related risks 68

I.5 Technology-related risks 69

I.6 Mitigation measures 71

Part J – Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts 72

J.1 Adverse impacts on climate and other environment-related adverse impacts 72

Mandatory information on principal adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism 72

S.1 Name 72

S.2 Relevant legal entity identifier 72

S.3 Name of the crypto assets 72

S.4 Consensus Mechanism 73

S.5 Incentive Mechanisms and Applicable Fees 73

S.6 Beginning of the period to which the disclosure relate 73

S.7 End of the period to which the disclosure relates 73

S.8 Energy consumption 73

S.9 Energy consumption sources and methodologies 73

S.10 Renewable energy consumption 74

S.11 Energy intensity 75

S.12 Scope 1 DLT GHG emissions – controlled 75

S.13 Scope 2 DLT GHG emissions – purchased 75

S.14 GHG Intensity 75

S.15 Key energy sources and methodologies 75

S.16 Key GHG sources and methodologies 76

Warning

This summary should be read as an introduction to the crypto-asset white paper.

The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone.

The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law.

This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.

Note on project financing:
The 52-metre WYND superyacht does not yet exist. Its construction will be financed exclusively through WYND Bonds issued by MD Capital GmbH (the parent company of WYND Capital GmbH). The $WYND Utility Token does not finance the yacht and provides no ownership, repayment, or profit rights; it functions solely as a digital access right for future WYND services.

The token grants access to a broad and expanding ecosystem, including:

· WYND Discovery Weeks
Boutique voyages in the Red Sea with up to 22 guests and 13 crew (available immediately)

· WYND Yacht Weeks (planed from 2029)
Experiences aboard the planned 52-metre WYND Superyacht (12 guests, 11 crew), redeemable once the vessel becomes operational

· WYND Concierge & Experiences
Curated travel, lifestyle, event and business services

· Future mobility services
such as WYND Jet & WYND Heli, available once launched

Important early disclosure:

The 52-metre WYND Superyacht does not yet exist.
Its construction is not financed through the WYND Utility Token.
Instead, the yacht is financed exclusively through the regulated WYND Bonds issued by MD Capital GmbH, the parent company of WYND Capital GmbH.

Proceeds from the $WYND token sale represent prepayment for services, not investment capital, and do not create:

· ownership rights,

· financial claims,

· repayment claims,

· rights to future revenues,

· profit participation,

· or any entitlement related to the yacht or the WYND Bonds.

The token remains a pure utility token under MiCAR.

Rights and Obligations

1. Rights of Token Holders

Holders of $WYND Tokens are entitled to:

(a) Book WYND Services using tokens

Purchasers may redeem $WYND Tokens directly for WYND Services.
The number of tokens required for a booking is determined dynamically based on the market value of the token at the time of booking, while the service price is defined in USD for stability and transparency.

(b) Receive a discount

All services booked with the token receive a fixed 15% discount compared to fiat payments.

(c) Participate in the token-based Membership TIER program

Membership levels are determined solely by the number of $WYND held or staked.

(d) Referral Program

Holders may receive 10% of the referred party’s token purchase in $WYND Tokens.
This reward:

· is non-financial in nature,

· does not create income or yields,

· does not change the token’s classification.

(e) Transferability of Tokens

$WYND Tokens are freely transferable except:

· when locked due to staking,

· when transfers would violate AML/KYC obligations or local law.

2. Obligations of Token Holders

Token holders must:

· pay gas fees for all blockchain transactions,

· comply with WYND Terms of Use and Membership Rules,

· complete AML/KYC where required by law,

· ensure secure wallet management.

3. Modification of Rights and Obligations

WYND Capital GmbH may amend non-essential tokenholder rights and obligations when necessary for:

· compliance with applicable laws and MiCAR,

· operational continuity,

· technical requirements,

· service availability and quality.

Any modification will:

· apply only prospectively,

· not affect confirmed bookings or ongoing staking,

· require explicit consent if materially adverse to token holders.

4.  Transferability and Staking Mechanism

(a) Transferability

$WYND Tokens can be transferred between compliant wallets.
Staked tokens are not transferable until the staking period ends.

(b) Staking

Staking allows users to lock tokens for fixed durations (3–36 months) to unlock higher membership tiers and access-related benefits.

Staking:

· does not generate yield, interest, or profit,

· does not transfer token ownership to WYND,

5.  Gas Fees

All blockchain transactions involving the $WYND token (including transfers, staking, and booking settlements) require gas fees, which must be paid by the token holder in the native currency of the blockchain (e.g., ETH).

Gas fees depend solely on the network conditions of the underlying blockchain.

6.  Future Developments

WYND Capital GmbH may expand the utility of the token by adding new service categories, including:

· enhanced concierge functions,

· additional global travel & lifestyle experiences,

· access to special events,

· future mobility offerings (Jet & Heli),

· optional advisory participation (non-binding preference voting).

Future developments:

· will always remain fully MiCAR-compliant,

· will never introduce financial returns or ownership rights,

· will not alter the rule that yacht construction is financed exclusively via WYND Bonds.

All updates will be communicated transparently through official WYND channels.

The $WYND Utility Token provides access rights to specific services offered by WYND Capital GmbH.

1. Wynd Services:

(a) WYND Discovery Weeks

· Boutique travel experiences in the Red Sea

· Up to 22 guests and 13 crew

· Accommodation, hospitality, guided activities, water sports

· Already operational and available immediately

(b) WYND Yacht (expected availability from 2029)

· Access to a 52-metre yacht operated by WYND Capital GmbH

· Up to 12 guests and 11 crew

· Weekly bookings, cabin bookings, and curated voyages

· Subject to completion of yacht construction and operational deployment

(c) WYND Concierge & Experiences

· Travel assistance, booking coordination, curated activities, partner offers

(d) Future WYND services

· Planned expansion into air mobility (WYND Jet, WYND Heli)

· Additional travel and lifestyle offerings as the ecosystem develops

All services are delivered based on availability and according to WYND’s booking and operational policies.

2 Quantity and Scope of Access

Holders of the $WYND Utility Token may use tokens:

· as a means of payment for any WYND service offered by WYND Capital GmbH;

· with a 15% discount on the applicable service price when payment is made in $WYND Tokens;

· to access the token-based membership tier system (TIER), which provides

o priority booking rights,

o access to selected services, and

o eligibility for certain exclusive events.

The quantity of services available to a token holder is not fixed and depends on:

· service availability (e.g., number of cabins, travel slots, event capacity),

· booking windows and seasonal limitations,

· status level (TIER) where applicable.

The token does not guarantee availability of any specific service at a specific time.

3 Restrictions on Transferability

$WYND Tokens are transferable, subject to the following restrictions:

1. Staked tokens

o Tokens locked in a staking period (3–36 months) cannot be transferred until the staking period expires.

o After expiration, the same number of tokens is released 1:1.

2. Regulatory restrictions

o Transfers may require successful completion of AML/KYC procedures.

o Transfers may be restricted in jurisdictions where utility token transfers are prohibited.

3. Technical restrictions

o Transfers require payment of blockchain gas fees.

o Network conditions (e.g., congestion) may temporarily delay transfers.

No other contractual restrictions apply.

4.  No Redemption Rights

The $WYND Utility Token does not grant:

· a right to redeem tokens for cash,

· a right to reimbursement or repayment,

· a right to dividends, interest, profit-sharing, or financial returns of any kind.

The token solely provides access to the services listed above.

Token Distribution

The $WYND Utility Token has a fixed total supply of 100,000,000 tokens, created once and permanently capped.
No further minting, reissuance, or inflationary mechanism will ever occur. All allocations, cliffs, and vesting schedules are transparently defined within audited smart contracts.

The overall fundraising target across all phases amounts to USD 11 million (maximum subscription volume).
The token is issued by WYND Capital GmbH, Hamburg, Germany,

Funding Rounds

The public offering of the $WYND token takes place in five defined funding rounds.

Each round has a fixed token price, cliff, vesting schedule, and allocation cap.

Total Funding Allocation: 16,000,000 tokens (16 % of total supply)
Total Fundraising Volume: ~ USD 11 million.

Tokens allocated in the funding rounds are subject to defined cliff and vesting periods, during which they remain non-transferable.
All allocations are executed via smart contracts ensuring transparency and compliance.

Team and Advisory Allocations

Total Team & Advisory Allocation: 18 % (18,000,000 tokens)

Ecosystem, Staking & Treasury

Total Ecosystem / Staking / Treasury Allocation: 66 % (66,000,000 tokens)

Compliance and Transparency

All cliff and vesting periods are encoded on-chain and automatically enforced by the smart contract.

Tokens remain non-transferable until released; early transfers or trading are technically restricted.

No additional token issuance or supply increase is possible under the current contract.

Unsold tokens from funding rounds may be either transferred to the Treasury Reserve or burned, depending on governance decisions.

WYND tokens are not listed on trading platforms; peer-to-peer transfers may occur at the holder’s own risk and responsibility.

All operations are conducted in accordance with MiCAR, German Civil Law (BGB), and BaFin guidelines for utility-token offerings.

Summary

No admission to trading is sought during the public offer.
After the public offer, trading on decentralized or centralized exchanges operated by independent third parties may occur.

The company’s object is to design, organize, and execute exclusive trips, yachting experiences, events, and lifestyle services in the premium and luxury segment, including the construction, operation, and marketing of yachts.

For the purposes of this MiCAR white paper, WYND Capital GmbH acts exclusively as issuer of the WYND Utility Token and operator of the digital WYND service ecosystem. Yacht construction, purchase, refinancing and primary asset financing activities are carried out separately by MD Capital GmbH and are not financed with token proceeds.

The object of the company is

(i) the management of its own assets (in particular in the form of investments in other companies) in its own name and for its own account,

(ii) the construction, sale, and chartering of yachts and related services,

(iii) the organization and distribution of sports and luxury travel, and

(iv) the provision of services in the field of management consulting.

At this early stage, WYND Capital GmbH has not yet commenced any operational business activities and therefore has no revenues, no material assets, and no financial liabilities beyond the paid-in capital.
Accordingly, the balance-sheet total amounts to approximately EUR 25,000, consisting entirely of cash held in the company’s bank account.

To date, no significant expenses have been incurred, and no obligations or third-party debts exist. The company’s financial position is therefore fully covered by equity and free of liabilities.

WYND Capital GmbH currently serves as the issuer and administrative entity for the planned WYND Utility Token project and remains in the pre-operational and preparatory phase, pending completion of the relevant regulatory and legal assessments.

The $WYND token is designed exclusively as a non-investment, usage-based crypto-asset that grants holders digital access and certain privileges within the WYND ecosystem.
These include, in particular, the right to book and participate in services offered by WYND Capital GmbH and its contractual partners, such as:

· WYND Discovery Weeks (operational yacht experiences currently offered at the Red Sea),

· future WYND Yacht Voyages (expected from 2029 onwards),

· WYND Concierge and curated experience services, and

· future WYND Jet & Heli services.

The WYND project is structured in three main development stages:

1. Phase 1 – Proof of Concept (2023–2025)
During this stage, WYND successfully operated boutique-format yacht experiences (“WYND Discovery Weeks”) with up to 16 guests and 13 crew members, establishing operational procedures, quality standards, and customer demand as the functional basis of the ecosystem.

2. Phase 2 – Token Launch and Service Integration (2025–2027)
WYND Capital GmbH issues the $WYND token to enable on-chain access to WYND services and to establish a unified digital membership system.
Token holders receive booking priority, loyalty benefits, and a fixed 15 % discount when paying for services with $WYND tokens.
In addition, holders may stake tokens to unlock higher membership tiers and related privileges.

3. Phase 3 – Expansion and Real-Asset Integration (from 2029 onwards)
The first 52-meter yacht (“WYND I”) is planned to enter operation in 2029 and will host up to 12 guests and 11 crew.
The long-term objective is to expand to a fleet of up to eight yachts operating globally in different regions.

The $WYND token does not represent any claim for repayment, redemption, interest, dividend, profit participation, or ownership in any entity.
It serves solely as a digital access and service token whose value derives from its actual use within the WYND ecosystem and user demand for those services.

Consequently, the $WYND token qualifies as a pure utility token within the meaning of Article 3(1)(6) MiCAR and does not constitute a financial instrument, e-money, or asset-referenced token.

The following natural and legal persons are involved in the conception, technical development, operational setup, and implementation of the WYND Utility Token project:

Explanatory Note:

· All listed parties act under written service agreements with WYND Capital GmbH.

· None of the parties hold equity, governance rights, or profit participation in WYND Capital GmbH or the WYND Utility Token.

· No listed party has control over token supply, token pricing, or issuance conditions.

· Any additional service providers involved prior to the public offering or Token Generation Event (TGE) will be disclosed to BaFin.

The WYND Utility Token ($WYND) provides digital access rights to the WYND ecosystem. Core features include:

1. Luxury Travel & Experiences

– WYND Discovery Weeks: Boutique yacht-style voyages in the Red Sea, up to 22 guests and 13 crew, available immediately.
– WYND Yacht (from 2029): 52-meter superyacht with 12 guests / 11 crew, available for full charter, individual cabins, or curated community events.

2. Lifestyle & Community Services

– WYND Concierge & Experiences: Access to exclusive lifestyle, business, and travel services.
– Future Services: WYND Jet & Heli for private transfers and flight experiences.

3. Token Utility Features

– 15% discount on all bookings paid in $WYND compared to fiat.
– Conversion into Access Credits (AC) via the WYND Price Index (WPI), which aligns service prices with USD cost structures and token market value.

– Staking Mechanism: Tokens can be staked for 3–36 months to unlock higher membership tiers, early booking rights, and additional privileges.

4. Restrictions on Transferability

– Tokens are freely transferable between eligible wallets, subject to KYC/AML compliance.

– Staked tokens are non-transferable during lock-up.

The WYND Utility Token is not a security or e-money. It represents a digital service and booking right that connects holders directly to real-world goods and services offered by WYND.

The WYND Utility Token ($WYND) is designed as a long-term access and booking instrument for the WYND ecosystem.

Immediate Utility (2025–2028)

– Bookings for WYND Discovery Weeks (Red Sea)

– Access to WYND Concierge & Experiences

– Staking (3–36 months) to unlock membership benefits and early booking rights

Mid-Term Utility (from 2028)

– Full integration into the first 52m WYND Yacht (2029), enabling token-based bookings for full charter, cabins, and curated events

– Expansion into WYND Jet & Heli mobility services

Long-Term Utility (Vision)

– Development of a global fleet of up to 8 WYND Yachts, operating in the most attractive destinations worldwide (Mediterranean, Caribbean, Indian Ocean, Pacific).

– Token holders will benefit from a broader choice of itineraries, global booking opportunities, and extended community formats.

Continuous Benefits

15% discount on all bookings when paying with $WYND compared to fiat

Conversion into Access Credits (AC) based on the WYND Price Index (WPI), aligning with service prices in USD and token market value.

Staking as a core mechanism for community status, loyalty, and early booking access.

1. Financial resources already invested

WYND Capital GmbH has incurred expenditures for:

· development of the initial $WYND smart-contract architecture and related security assessments;

· legal and regulatory advisory services relating to MiCA structuring, compliance and documentation;

· initial development of the WYND App, booking interface and membership platform;

· brand creation, digital assets, website development and foundational marketing materials.

2. Technical resources already allocated

The issuer has deployed technical resources including:

· development of the preliminary WYND Price Index (WPI) and Access Credit (AC) calculation models;

· implementation of multisig-controlled issuer wallets and internal security procedures;

· setup and integration work with regulated issuance and registry partners (Bitbond GmbH and Smart Registry GmbH);

· backend and infrastructure configuration necessary for token operations and member account management.

3. Human and organisational resources committed

WYND Capital GmbH has already allocated:

· an internal core team responsible for token development, operational coordination, compliance and ecosystem planning;

· contributions by founders and advisors in the areas of governance, ecosystem structuring and technical oversight;

· project-management resources for the coordination of technical, legal and operational workstreams.

4. Important clarification

The resources listed above relate exclusively to the digital ecosystem and token infrastructure operated by WYND Capital GmbH.

They explicitly do not include:

· any expenditures by MD Capital GmbH,

· any costs related to yacht construction, engineering, purchase, refinancing or operation,

· any expenditures associated with WYND Discovery Weeks or other non-token business units.

Such activities fall entirely outside the scope of the issuer and are not part of the resource allocation under this section.

The net proceeds from the public offer of the WYND Utility Token ($WYND) constitute operational revenue from the sale of digital access rights to services within the WYND ecosystem. Purchasers acquire a utility token that can be used as a means of accessing and paying for existing and future services offered by WYND Capital GmbH. The token does not represent an ownership interest, profit participation, or any claim against the issuer or any asset.

The collected funds or crypto-assets will be used exclusively to deliver, operate and further develop the WYND digital ecosystem and its related services. They will not be used to finance, purchase, refinance or operate any yacht or other physical asset. Such activities are carried out separately and exclusively by MD Capital GmbH through dedicated financing structures.

Subject to the total amount raised and the development of the project, the issuer currently expects to allocate the collected funds within the following indicative ranges:

1. Service Fulfilment & Operations (approximately 30–40%)

o fulfilment and delivery of services that token holders may redeem in the future (e.g. WYND Discovery Weeks, concierge and lifestyle services, future mobility and experience services as they become available);

o logistics, partner enablement, community and customer support;

o quality assurance and operational readiness for future service lines.

2. Ecosystem & Platform Development (approximately 30–40%)

o development and operation of the WYND App, booking and reservation infrastructure;

o implementation and maintenance of staking dashboards, membership tiers and customer interfaces;

o back-end systems and service-management infrastructure required to administer token-based access and bookings.

3. Marketing & Community Building (approximately 10–20%)

o brand building and international marketing campaigns;

o community programmes, events and digital communication materials;

o customer and member acquisition for the WYND ecosystem.

4. Legal, Regulatory, Compliance & Governance (approximately 5–10%)

o fulfilment of MiCA-related obligations, including documentation and reporting;

o legal reviews, audits and advisory services;

o cybersecurity, smart-contract verification and operational risk controls;

o sustainability-related reporting where applicable (e.g. under EU Regulation 2025/422).

5. General Corporate Purposes & Resilience (remaining portion)

o corporate liquidity reserves and operational continuity;

o administrative expenses strictly related to the WYND digital ecosystem;

o maintenance of a prudential treasury reserve to support the long-term stability of the project.

WYND Utility Token holders do not obtain any form of asset ownership, profit-sharing, financial participation, or claim on any yacht, vessel or its financing structure. The issuer will not use the collected funds for proprietary trading, lending or leverage strategies, nor for any purpose that would alter the regulatory classification of the WYND Utility Token.

The purpose of the public offer of the WYND Utility Token is to provide purchasers with a digital access and payment instrument for services within the WYND ecosystem. The token is a MiCAR-compliant utility token and does not constitute e-money, a financial instrument or a deposit

The public offer is therefore conducted to:

1. Enable early access to services through a standardized, blockchain-based utility token.

2. Provide a digital mechanism for pre-booking and pre-purchasing services, including future yacht-related offerings once available.

3. Support the development and delivery of the WYND service ecosystem, including booking infrastructure, operational readiness, and customer experience.

4. Facilitate the use of $WYND as a payment method, offering token holders a 15% discount compared to fiat payments.

5. Build a global user community around the WYND ecosystem.

The WYND Utility Token does not finance the construction of the WYND superyacht and does not constitute an investment or profit-participation instrument. The yacht is financed exclusively through WYND Bonds issued by MD Capital GmbH. Token proceeds represent operational revenue arising from the pre-sale of services.

The $WYND Utility token will be issued in several funding rounds with predefined prices. The final public issue price is USD 1.00 per token.

Funding Rounds

The public offering of the $WYND token takes place in five defined funding rounds.

Each round has a fixed token price, cliff, vesting schedule, and allocation cap.

Total Funding Allocation: 16,000,000 tokens (16 % of total supply)
Total Fundraising Volume: ~ USD 11 million.

The $WYND Utility Token is offered to the public at a fixed issue price of USD 1.00 per token during the Public Offering phase.

The public offering is denominated in USD.
Subscriptions may be paid in:

official currencies: EUR or USD, or

approved crypto-assets: ETH (Ethereum) and USDT (Tether).

For payments in crypto-assets, the equivalent USD value is determined at the time of subscription using a reliable market reference (e.g., CoinMarketCap or CoinGecko API) to ensure full value equivalence to USD 1.00 per token.

The issue price remains fixed throughout the public offering period.
No dynamic pricing, auction, or variable rate mechanism applies.

WYND Capital GmbH reserves the right to terminate the Public Offering before all allocated tokens are sold. The Public Offering will conclude either when the full allocation is sold or at the discretion of WYND Capital GmbH, depending on market conditions.

To comply with investor withdrawal rights under MiCAR (Article 13), the Token Generation Event (TGE) will occur 15 days after the official conclusion of the Public Offering.

Justification for Differentiated Pricing

The tiered pricing model ensures that early participants are compensated for their increased market risk and longer vesting periods:

Early-phase purchasers accept longer lock-up periods, which delays their ability to transfer tokens. In return, they receive a lower purchase price as compensation.

Later-phase purchasers pay higher prices but benefit from earlier liquidity access.

This model balances incentives between early adopters and later-stage purchasers while maintaining fair price discovery.

Impact on Other Purchasers

The Public Offering pricing model is structured to ensure fairness for all participants:

No dilution effect – The total token supply sis fixed at 100,000,000 WYND Tokens, ensuring that pricing variations across rounds do not impact the overall number of tokens available.

Market stability – The strict vesting schedules (ranging from 4 to 48 months, with cliffs of 6–12 months for team, advisory, and investors) prevent sudden mass sell-offs, protecting later purchasers from excessive volatility caused by early participants.

The public offering of the $WYND token takes place in five defined funding rounds.

Each round has a fixed token price, cliff, vesting schedule, and allocation cap.

Total Funding Allocation: 16,000,000 tokens (16 % of total supply)
Total Fundraising Volume: ~ USD 11 million.

Of this total supply, a maximum of 16,000,000 tokens (16 %) are allocated to the public offering and its preceding funding rounds.
The public offering itself comprises 3,500,000 tokens (3.5 % of total supply) at a fixed price of USD 1.00 per token.

The allocation structure is as follows:

Public Offering: 3,500,000 tokens (3.5 %)

Pre-Public / Strategic / Seed / Pre-Seed Rounds: 12,500,000 tokens (12.5 %)

Team: 15,000,000 tokens (15 %)

Advisory: 3,000,000 tokens (3 %)

Liquidity Pool: 5,000,000 tokens (5 %)

Staking & Loyalty: 30,000,000 tokens (30 %)

Treasury & Reserves: 16,000,000 tokens (16 %)

Ecosystem Development: 15,000,000 tokens (15 %)

All allocations are on-chain verifiable, and vesting schedules are enforced via smart contract-based lock-up mechanisms, ranging from 4 to 48 months, depending on allocation type.

Tokens that are not sold during the Public Offering will either be burned or transferred to the Treasury Reserve for future ecosystem purposes; no new issuance will take place.

During the public offer, the $WYND token will not be admitted to trading on any trading platform. Listing on third-party trading platforms may take place after completion of the offer.”

During the statutory 14-day withdrawal period under Article 13 MiCAR, no payments are accepted by the issuer. Purchasers only submit a binding commitment, and any payment that is nevertheless made prematurely will be refunded through the same payment channel.

If a purchaser exercises their right of withdrawal, the refund will be processed according to the following procedure:

1. Submission of withdrawal request:
The purchaser must submit the withdrawal request within the statutory withdrawal period by sending an email to:
withdrawal@wynd.capital
The request must include:

o full name of the purchaser,

o date of subscription,

o amount paid,

o transaction reference,

o the bank account or wallet address originally used for payment.

2. Verification of identity and payment:
WYND Capital GmbH verifies the purchaser’s identity and confirms the original payment method (IBAN or crypto wallet) used during subscription.
KYC data already collected at subscription will be used for verification.

3. Refund authorisation:
After successful verification, WYND Capital GmbH authorises the refund.
Refunds are only made to the same bank account or same crypto wallet from which the original payment was received.
No refunds will be made to third-party accounts or to different wallets.

4. Execution of refund:

o Fiat payments: refunded via SEPA or SWIFT transfer to the originating bank account.

o Crypto payments: refunded to the originating wallet using the same blockchain network used in the original transaction.
Network fees (gas fees) are deducted automatically since they are outside the control of the issuer.

5. Refund timeline:
Refunds are executed within 14 days after receipt of a valid withdrawal request.
Delays related to banking institutions, blockchain confirmation times, or AML checks may extend this period; such delays do not affect the purchaser’s right to a full refund.

6. Confirmation of refund:
After execution, WYND Capital GmbH sends an email confirmation to the purchaser, including the transaction reference of the refund.

WYND Capital GmbH ensures that any refunds requested by retail purchasers exercising their right to withdraw from the purchase of $WYND tokens will be processed without undue delay.

Refunds will be executed promptly and, in any case, no later than 14 days from the date on which MD Capital GmbH is notified of the purchaser’s decision to withdraw from the purchase agreement.

Indicative Timeline

– Pre-Seed Phase : Q4 2025 – Q1 2026
– Seed Phase : Q1 – Q2 2026
– Strategic Phase : Q2 – Q3 2026
– Pre-Public Phase : Q3 – Q4 2026
– Public Sale (Official Public Offering) : Q4 2025 – Q1 2027

Earlier phases of the $WYND Utility Token offering (Pre-Seed, Seed, Strategic, and Pre-Public) were conducted at discounted prices compared to the final public sale price of USD 1.00 per token.

These reduced prices do not represent financial returns or investment incentives, but rather a functional risk-adjusted pricing mechanism. Early participants accepted longer lock-up and vesting periods (ranging from 9 to 18 months) and limited liquidity during those periods. In compensation for these restrictions and their earlier contribution to the project’s establishment, they received a lower purchase price.

The differentiated pricing model ensures that:

Early-phase purchasers support the project during its higher-risk development stage and accept delayed access to their tokens through long vesting schedules.

Later-phase purchasers (Public Sale) obtain tokens at a higher, fixed price but benefit from shorter lock-ups and earlier usability of their tokens within the WYND ecosystem.

Impact on Other Purchasers:

The total token supply is strictly limited to 100,000,000 $WYND, so pricing differences do not cause any dilution or inflationary effect for later purchasers.

All tokens, regardless of purchase phase, carry identical rights and utility functions once fully vested; there are no preferential or enhanced rights for early buyers.

The on-chain vesting schedules (4 to 48 months) prevent sudden market releases of large token volumes, thereby protecting later purchasers from volatility or price manipulation.

WYND Capital GmbH will not list or facilitate trading on secondary markets, further reducing speculative pressure and ensuring fair access for all participants.

The overall design of the tiered pricing model is therefore based on time- and risk-adjusted fairness principles, ensuring a balanced and transparent allocation mechanism consistent with the token’s purely utility-based nature under MiCAR.

Not applicable.

During the subscription period and the statutory 14-day withdrawal period under Article 13 MiCAR, no payments (fiat or crypto-assets) are accepted by the issuer. No fiat funds or crypto-assets are held by the issuer during the withdrawal period; therefore, no CRR account or CASP safeguarding arrangement is required for this offer structure.

Purchasers retain full control over their funds and crypto-assets until the withdrawal period expires.
No assets are held, controlled, stored, or safeguarded by the issuer or by any third-party service provider during this phase.

As a result:

· no safeguarding accounts are established,

· no CRR credit institution is required,

· no CASP custody wallet is required,

· and no client assets are handled before the end of the withdrawal period.

This approach is fully compliant with Article 13 MiCAR and DVO (EU) 2024/2984 Table 2.

The purchase of the $WYND Utility Token is conducted exclusively in crypto-assets after the expiration of the statutory withdrawal period.

Accepted payment assets:

· USDC

Payment process:

1. Purchasers register and complete KYC/AML verification.

2. Purchasers sign the purchase commitment.

3. During the 14-day withdrawal period, no payment is made.

4. After withdrawal expiry, purchasers transfer ETH or USDC directly from their self-custody wallet to the issuer’s designated smart contract address.

5. Tokens are allocated after the Token Generation Event (TGE).

Valuation method:
The USD equivalent is determined at the moment of payment using a reputable market data source (e.g., CoinMarketCap or CoinGecko).

No fiat payments are accepted.

During the 14-day withdrawal period under Article 13 MiCAR, purchasers may withdraw from their commitment at any time without fees or reasons.

Since no payment is accepted before the expiration of the withdrawal period, no reimbursement is required in practice.

If a purchaser withdraws after having mistakenly sent funds early, reimbursement will be made using the same crypto-asset and wallet address used for the original transaction, unless the purchaser expressly agrees otherwise and without any additional costs.

Outside the MiCAR withdrawal period, no refunds or buy-backs are offered.

Purchasers have the right to withdraw from their purchase commitment within 14 calendar days from the date on which they agreed to purchase the $WYND Utility Token.

Withdrawal:

· requires no reason,

· must be free of charge,

· may be submitted by email to info@wynd.group,

· renders the commitment void,

· must be processed before payment occurs.

If a purchaser exercises their right of withdrawal, the issuer will not request or accept any payment.

Purchased $WYND tokens are transferred to the purchaser after:

· completion of the subscription period,

· expiration of the 14-day MiCAR withdrawal period,

· execution of the Token Generation Event (TGE),

· completion of KYC/AML checks.

Transfer method:

· Tokens are transferred via an audited ERC-20 smart contract on Ethereum.

· Purchasers must provide a valid EVM-compatible self-custody wallet (e.g., MetaMask, Ledger, Trezor, Trust Wallet).

· Transfers are irreversible once confirmed on-chain.

Tokens under vesting remain locked in the smart contract and are released according to the predefined schedule.

The expected transfer timing is as follows:

1. End of subscription period

2. Expiry of the 14-day withdrawal period

3. Token Generation Event (TGE)

4. Automated smart contract allocation to purchaser wallets

5. Vesting releases, if applicable, according to published vesting schedule

Blockchain settlement times apply. Transfers become final upon on-chain confirmation.

Purchasers require:

· an EVM-compatible self-custody wallet (MetaMask, Ledger, Trezor, Trust Wallet, Coinbase Wallet),

· sufficient ETH to cover gas fees,

· a modern browser or updated iOS/Android device,

· the ability to sign smart contract transactions,

· secure storage of private keys and recovery phrases.

The issuer provides no custodial services.

Not applicable.

There are no trading platform costs associated with the public offering, as $WYND is not listed during the offering.

The total cost of the public offering is estimated at approximately EUR 520,000, covering regulatory, legal, marketing, and technical costs associated with the MiCAR-compliant issuance process.

No additional issuance, listing, or placement fees are charged to purchasers.

All partners and service providers involved in the offering operate under written service agreements.
No remuneration is linked to the success or subscription volume of the token sale.

None.

WYND Capital GmbH, as the issuer of the $WYND Utility Token, has assessed all relationships with parties involved in the public offering and confirms that no material conflicts of interest exist that could adversely affect token purchasers.

1. Involved Parties

· Issuer: WYND Capital GmbH (Hamburg, Germany)

· Parent Company: MD Capital GmbH (Hamburg, Germany) – responsible for financing of yacht construction and WYND Bonds (Security Tokens).

· Founder and Managing Director: Dennis Monner – indirectly holds interests in both WYND Capital GmbH and MD Capital GmbH.

· Technical and Regulatory Partners: Bitbond GmbH regulated MiCAR infrastructure providers responsible for issuance, custody, and investor onboarding.

2. Potential Conflicts and Mitigation Measures

The dual role of Dennis Monner as founder and managing director of both WYND Capital GmbH and MD Capital GmbH may constitute a potential conflict of interest between token issuance (utility) and investment financing (security token).

This is mitigated through clear functional and financial separation:

WYND Capital GmbH exclusively issues the Utility Token ($WYND).

MD Capital GmbH exclusively issues the WYND Bonds (Security Tokens) used for yacht financing.

Separate accounting, banking, and reporting structures are maintained for both entities.

Service providers are compensated on a fixed-fee basis, with no success-based remuneration or token-linked incentives.

All advisory and operational relationships are governed by written service agreements to ensure transparency and independence.

3. Disclosure and Governance
WYND Capital GmbH maintains a Conflict-of-Interest Policy to identify, monitor, and mitigate any situation that may arise between the issuer, its management, and service partners.
Should any new conflict occur, WYND Capital GmbH will immediately disclose such information via official investor communication channels in compliance with MiCAR and applicable German corporate law.

Based on current arrangements, no personal, financial, or advisory interests exist that would unduly influence the pricing, allocation, or operation of the $WYND Utility Token.

The $WYND Utility Token is a utility token designed to provide digital access within the WYND ecosystem. It does not represent any ownership, dividend, voting, or repayment right and does not qualify as a security, e-money, or financial instrument under EU law.

1. Service Access Function

$WYND tokens are used as a digital access, payment and booking medium for WYND services, including:

· WYND Discovery Weeks (operational in the Red Sea since 2023)

· WYND Yacht Voyages (from 2029 onwards)

· WYND Concierge & Experiences

Future programs: WYND Jet and WYND Heli.

All services can be paid either in fiat or with $WYND tokens.

Payments made in $WYND receive a 15 % discount versus fiat payments.

Prices are dynamically aligned to USD benchmarks through the WYND Price Index (WPI).

2. Staking and Membership Activation

Token holders may stake $WYND tokens for fixed periods (3 – 36 months) which can unlock higher membership tiers with benefits such as early-booking rights, exclusive events, and loyalty privileges.

Staked tokens remain non-transferable during lock-up and yield no financial return.

3. Technical and Operational Framework

The $WYND token follows the ERC-20 standard on the Ethereum Proof-of-Stake network.

All token functions (payment, staking, AC-conversion) are executed through audited smart contracts.

Users access these services via the WYND Platform Interface (wynd.group), connecting their wallets securely to the ecosystem.

WYND Capital GmbH may adjust non-essential parameters (e.g., WPI calibration, staking duration) to maintain technical stability and regulatory compliance under the WYND Terms of Use.

Description of the crypto-asset characteristics:

1. Name, symbol, and token type

– Token name: WYND Utility Token

– Token symbol: $WYND

– Token standard: ERC-20

– Contract Address: 0x40D00AE57593a3D11367eF002c297311B60B1FE2

– Decimals: 18

2. Functionality and purpose

The $WYND Token is a utility token serving as a digital access and booking instrument across the WYND ecosystem (Discovery Weeks, WYND Yacht, Concierge & Experiences, Jet & Heli).
Token holders benefit from a 15% discount when paying with $WYND compared to fiat.

3. Transferability and usage

Tokens are freely transferable between eligible wallets, subject to KYC/AML requirements.

Tokens can be staked for 3–36 months to unlock higher membership tiers and early booking rights.

Tokens are redeemed for services via the WYND Price Index (WPI).

4. Security and smart contracts

Smart contracts follow the ERC-20 standard and are independently audited.

Custody solutions and multi-signature wallets safeguard treasury and staking pools.

WYND Capital GmbH remains responsible for governance and compliance.

5. Future development and adaptability

Expansion of the ecosystem to include a global fleet of up to 8 WYND Yachts across key destinations (Mediterranean, Caribbean, Indian Ocean, Pacific).

Integration of additional lifestyle and travel services (Concierge, Jet, Heli).

Potential interoperability with partner ecosystems and further staking incentives.

In addition to issuing the WYND Utility Token ($WYND), WYND Capital GmbH provides:

Access to WYND Discovery Weeks – boutique yacht voyages in the Red Sea.

Membership services – staking-based memberships with early booking rights and privileges.

Lifestyle and concierge services – booking support, curated events, and experiences.

Future mobility services – WYND Jet & Heli.

The issuer does not provide financial, investment, or custodial services. All activities are limited to the operation and growth of the WYND ecosystem.

The public offering of the $WYND Utility Token will be conducted by WYND Capital GmbH across the European Union under the MiCAR passporting framework.

The home Member State of the issuer is Germany, where WYND Capital GmbH is incorporated and supervised for MiCAR purposes.

Upon publication and notification of this Whitepaper in accordance with Article 8(6) MiCAR, the offering will be made available to eligible purchasers in the following host Member States:

Belgium

Bulgaria

Croatia

Cyprus

Czech Republic

Denmark

Estonia

Finland

France

Germany

Greece

Hungary

Ireland

Italy

Latvia

Lithuania

Luxembourg

Malta

Netherlands

Poland

Portugal

Romania

Slovakia

Slovenia

Spain

Sweden

The $WYND Utility Token grants its holder non-financial usage rights within the WYND ecosystem, as described in this Whitepaper and in the official WYND Terms of Use.

The token does not represent:

– any ownership interest,

– any profit or dividend entitlement,

– any repayment or redemption claim,

– any voting or governance rights.

Instead, token holders receive digital access and service rights that can be exercised through the WYND Platform and its connected services.

Rights of Token Holders

Token holders are entitled to:

Access to Services:
Use the $WYND token as a digital means of payment to book and participate in WYND services, including:

WYND Discovery Weeks (operational Red Sea voyages),

WYND Yacht Voyages (planed from 2029),

WYND Concierge & Experiences,

and future offerings such as WYND Jet & WYND Heli.

Discount Benefit:
Receive a 15 % discount on all services paid in $WYND tokens compared to fiat currency.

Membership and Loyalty Access:
Stake tokens to unlock higher membership tiers (3–36 months), providing early-booking privileges, event access, and enhanced service benefits.
Staked tokens remain non-transferable during the staking period and yield no financial return.

Transparency & Communication:
Receive transparent updates via official WYND communication channels regarding platform developments, token-related changes, and updates to the WYND Price Index (WPI) or Access Credit (AC) system.

Portability:
Hold and transfer $WYND tokens between compliant, KYC-verified wallets, provided such transfers comply with applicable AML/CFT laws.

Obligations of Token Holders

Token holders agree to:

Compliance:
Complete KYC/AML verification prior to any purchase or transfer, in accordance with EU and German regulations.

Platform Usage:
Use the tokens solely for purposes within the WYND ecosystem (service access, payments, staking) and not for speculative or investment activities.

Technical Responsibility:
Maintain control and security over their personal wallets and private keys. WYND Capital GmbH bears no liability for lost access due to user error or third-party misconduct.

Respect of Terms of Use:
Adhere to the official WYND Terms of Use, which govern service usage, staking mechanisms, AC conversion, and any platform-based interactions.

Modification of Non-Essential Rights and Obligations

WYND Capital GmbH may amend non-essential rights and obligations of token holders only for legitimate and objectively justified reasons, in accordance with the WYND Terms of Use.

Such reasons include in particular:

compliance with MiCAR and other applicable regulatory or legal requirements,

necessary technical or operational adjustments to maintain the stability and functionality of the WYND Price Index (WPI) and Access Credit (AC) system, and

safeguarding the quality, security and availability of WYND services.

Any modification shall apply only prospectively, shall not affect essential contractual rights (including confirmed bookings, ongoing staking periods, or the fundamental utility of the token), and shall be communicated transparently in advance through official WYND channels.
Where a modification materially and adversely affects a token holder’s position, explicit consent of the affected holder will be required prior to implementation.

No Redemption or Repurchase Obligation

WYND Capital GmbH has no obligation to redeem, repurchase, or exchange tokens for fiat or other assets.
Tokens can only be used as a functional medium within the WYND ecosystem and have no guaranteed market value.

Holders of the WYND Utility Token ($WYND) may exercise their rights exclusively through the WYND digital platform (online portal and mobile application).

Discount application: The 15% discount is automatically applied at checkout when payments are made in $WYND.

Staking: Rights associated with staking (e.g., early booking privileges, tier upgrades) are activated upon lock-in of tokens for the chosen period (3–36 months) and managed transparently via smart contracts.

Transferability: Tokens are freely transferable between wallets, subject to AML/KYC restrictions where legally required.

Limitations: $WYND does not grant financial returns, dividends, or ownership rights.

All obligations (e.g., payment of gas fees, compliance with terms of service) must be fulfilled by the token holder in order to exercise the above rights.

WYND Capital GmbH may amend non-essential rights and obligations of token holders only for legitimate and objectively justified reasons, in accordance with the WYND Terms of Use and applicable EU and German law.

Such reasons include, in particular:

compliance with MiCAR or other applicable regulatory or legal requirements,

necessary technical or operational adjustments to ensure the stability and proper functioning of the WYND Price Index (WPI) and Access Credit (AC) system, and

safeguarding the quality, security, and continuous availability of WYND services.

Any modification shall:

apply only prospectively (no retroactive effect),

not affect essential contractual rights, such as confirmed bookings, ongoing staking periods, or the fundamental utility of the token, and

be communicated transparently and in advance through official WYND communication channels (including the WYND website and investor notifications).

Where a modification would materially and adversely affect the position of a token holder, WYND Capital GmbH shall obtain the explicit prior consent of the affected token holder before implementation.

All modifications will be documented, time-stamped, and published in an updated version of the WYND Terms of Use or Whitepaper, ensuring full transparency and traceability.

At the time of this submission, no additional public offerings of the WYND Utility Token ($WYND) are planned or authorized beyond the current public sale.

The total token supply of 100,000,000 $WYND is fixed and final.
No further issuance, minting, or creation of additional tokens is technically or contractually possible under the current smart-contract structure.

Should WYND Capital GmbH decide in the future to conduct a new public offering or establish a secondary token sale, such offering would:

· be subject to prior BaFin notification and approval under MiCAR,

· take place only within the remaining unallocated token pool, and

· comply fully with all applicable EU and German regulatory requirements.

As of today, WYND Capital GmbH has no intention to initiate any additional token offerings or public distributions after completion of the current sale.

1. Luxury Travel & Experience Services

a) WYND Discovery Weeks (Operational)

Boutique-format yacht voyages currently operating in the Red Sea, offering 7-day curated trips with up to 22 guests and 13 crew members.

Includes accommodation in 6 Superior Suites, 4 Junior Suites, and 1 Master Suite.

Immediate availability (since 2023).

Services include dining, water sports, kite-surfing options, and community networking events.

b) WYND Yacht (from 2029)

The first 52-meter Superyacht will host 12 guests and 11 crew, designed for full-charter, cabin booking, or curated community voyages.

Future deployment across Mediterranean, Caribbean, and Indian Ocean routes, offering immersive “WYND Weeks.”

c) WYND Concierge & Experiences

Lifestyle and travel concierge offering members exclusive access to partner resorts, events, and personalized experiences (both digital and in-person).

Accessible through the WYND mobile and web platform.

d) Future Extensions (Under Development)

WYND Jet: Private jet transfers and curated aerial experiences.

WYND Heli: Helicopter transfers and regional charter services.

Both services are under development and will be integrated into the WYND ecosystem after the first yacht deployment.

2. Token-Based Access and Payment Functionality

The $WYND token is the primary digital medium for booking and payment within the WYND ecosystem.

Token holders can redeem tokens directly for services at preferential conditions.

Bookings can be made via the official platform: www.wynd.group.

Payments made in $WYND receive a 15 % discount compared to payments in fiat currency (EUR or USD).

3. Membership and Loyalty Integration

Token holders may stake $WYND tokens to unlock different membership tiers (3–36 months) that determine early-booking rights, exclusive event access, and concierge privileges.

The staking mechanism is non-financial — it provides access and loyalty benefits only.

Examples of benefits include:

Early yacht booking rights for premium members,

Priority access to Discovery Weeks,

Private invitations to WYND community events and partner retreats.

4. Real-World Integration

All WYND services are physically operated and verifiable.

WYND Discovery Weeks currently take place in El Gouna and Hurghada (Egypt).

Future operations include the Mediterranean (2028) and the Caribbean and Indian Ocean regions (from 2029 onward).

WYND partners with professional shipyards, travel service providers, and event operators to deliver these services under standardized hospitality and safety guidelines.

1. Redemption Mechanism

Token holders may redeem $WYND tokens directly for services such as:

· WYND Discovery Weeks (Red Sea operations),

· WYND Yacht Voyages (from 2028),

· WYND Concierge & Experiences,

· and future offerings like WYND Jet & WYND Heli.

Redemption is processed via the WYND Platform Interface (www.wynd.group) through verified wallet connections.

Each redemption transaction is settled on-chain through smart contracts that transfer the service entitlement to the purchaser and burn or lock the equivalent amount of tokens.

2. No Fiat Redemption or Repurchase

WYND Capital GmbH is not obligated to repurchase or redeem $WYND tokens in fiat currency or any other crypto asset.

Token redemption is strictly limited to service access and participation within the WYND ecosystem.

The token does not represent a debt instrument or claim for repayment.

3. Redemption Timing and Availability

Redemption is available continuously for all live WYND services (currently WYND Discovery Weeks).

Additional services, such as WYND Yacht and WYND Jet, will become redeemable as they launch.

All redemption options, AC conversions, and applicable service schedules are published transparently on www.wynd.group.

4. Consumer Protection and Transparency

The redemption process ensures that token holders can always verify the conversion ratio, applicable WPI rate, and service availability before completing a transaction.

WYND Capital GmbH publishes all current redemption terms and WPI-calibrated service values via the official platform.

No lock-up for purchasers: Tokens acquired in the public sale can be transferred immediately after settlement.

Lock-up for early investors and team: Pre-seed, seed, strategic, and team allocations are subject to vesting and lock-up schedules (see Vesting Terms).

The token follows the ERC-20 standard, ensuring compatibility with all major Ethereum wallets, smart contracts, and DeFi infrastructures.

Smart contracts are developed in Solidity, following OpenZeppelin security standards and audited prior to deployment.

WYND’s platform infrastructure interacts with the blockchain via standard Web3 interfaces and multi-signature wallets for treasury and ecosystem operations.

The $WYND Utility Token does not include any internal incentive or reward mechanisms.

Users pay standard Ethereum gas fees for on-chain transactions (e.g., transfers, staking, or service redemption).
WYND Capital GmbH does not charge additional network or platform fees beyond these blockchain transaction costs.

Issuer-related Risks:

The 52-metre WYND superyacht does not yet exist and will be financed exclusively through WYND Bonds issued by MD Capital GmbH. This financing model is separate from the $WYND Utility Token, which does not finance the yacht and represents only prepayment for future services.

The value and functionality of the $WYND token are directly tied to the actions and success of WYND Capital GmbH. If  WYND Capital GmbH fails, ceases operations, or cannot maintain its – and services, the $WYND token may lose its intended utility and could become worthless.

Financial Stability and Operational Risks:

The $WYND token’s value depends on the financial health and operational capabilities of WYND Capital GmbH. If the company faces liquidity shortages, funding difficulties, or rising operational costs, it may impact the business model and the WYND Capital GmbH, thereby reducing the token’s usability and demand.

Dependence on Key Personnel:

The success of WYND Capital GmbH heavily relies on its leadership and technical expertise. The loss of key personnel – especially those in executive or technology roles – could disrupt operations and impact the company’s ability to meet its commitments. A lack of succession planning could exacerbate this risk.

Strategic and Business Model Risks:

Dependence on Successful Ecosystem Expansion
The WYND ecosystem is designed to grow from the existing Discovery Weeks into a global platform, including a fleet of up to eight yachts and additional lifestyle services. Delays or failures in this expansion could limit the utility of the token.

Financing Dependencies

The 52m superyacht is financed exclusively through regulated WYND Bonds issued by MD Capital GmbH and through other non-token financing instruments. The WYND Utility Token does not finance the construction, purchase, refinancing or operation of any yacht and is limited to providing access to services within the WYND ecosystem.
If MD Capital GmbH is unable to secure sufficient bond or other external financing, the deployment of yacht-based services may be delayed or reduced. In such a case, the utility of the token could be affected, even though token proceeds themselves are not used for yacht financing.

Adoption Risk

The long-term success of the WYND Utility Token depends on strong adoption by members and travelers. If demand for services (yachting, Discovery Weeks, concierge, future jet/heli) is lower than expected, token utility could be reduced.

Competition

The luxury travel and yachting markets are highly competitive. Competing offerings, whether traditional (charters, fractional ownership) or tokenized, may reduce WYND’s market share.

Scalability and Execution

The plan to expand to a fleet of 8 yachts worldwide involves significant operational complexity. Any management, staffing, or logistical challenges may impact service quality and token perception.

Risk of Competitors:

Other companies may replicate or improve upon WYND Capital’s business model, potentially reducing its market share.

Regulatory Compliance and Legal Risks (MiCAR Compliance):

As the issuer of a utility token, WYND Capital GmbH must comply with Markets in Crypto-Assets Regulation (MiCAR) and other relevant financial regulations. Changes in regulatory frameworks specific to token issuance, tokenized financial instruments, or financial services may impose additional compliance obligations, operational constraints, or legal risks. Regulatory non-compliance could impact the functionality of $WYND and its market acceptance.

Custodial and Reimbursement Risks:

The $WYND token is primarily designed for self-custody, meaning purchasers are responsible for securing their assets. If tokens are stored with third-party custodians, there is a risk of insolvency, security breaches, or operational failures affecting token retrieval. Additionally, reimbursement mechanisms mandated under MiCAR require proper execution, and delays or technical issues may affect timely refunds.

Price Risk and Token Allocation:

The public offering comprises only a fraction of the total tokens in circulation. A significant portion of tokens was allocated at earlier, lower prices (or for free), which could impact price stability. Any large-scale sales by early holders or team members after vesting periods could create downward pressure on the token price.

Liquidity and Listing Risks:

No Guarantee of Listing – There is no assurance that $WYND will be listed on secondary markets. Limited Liquidity – Even if listed, trading volumes may be low, making it difficult to sell tokens at favorable terms.

Market Volatility – Listing could expose token holders to strong price fluctuations.

Risk of Conflicts of Interest:

Issuer Dual Roles – WYND Capital GmbH issues tokens while also managing the ecosystem, which may create conflicts in allocation or pricing decisions.Related Entities – WYND Bonds are issued by MD Capital GmbH (parent company), creating potential overlaps of strategic interests.

Decision-Making – Management discretion (e.g., token allocation, service pricing) may not always align with individual token holder expectations.

Management and Governance Risks:

Poor strategic decisions, lack of governance oversight, or mismanagement of financial and operational resources could affect the long-term viability of WYND Capital GmbH and, consequently, the $WYND token. In an extreme case, insolvency of WYND Capital GmbH could render the $WYND token non-functional.

Reputation Risk:

Negative publicity, legal disputes, regulatory investigations, or service failures could impact the reputation of WYND Capital GmbH, leading to loss of confidence in WYND Capital GmbH and the $WYND token. A deterioration in public perception may reduce demand and adoption of the token.

The $WYND token, as a utility token, is subject to various risks that may affect its valuation, liquidity, security, regulatory status, and overall usability. The following risks outline key factors that could impact the token and its holders.

Market Volatility:

The market price of $WYND (if any) may fluctuate significantly due to demand – and broader crypto-market conditions. Volatility may result from external economic factors, regulatory changes, or shifts in investor sentiment. These fluctuations can cause token prices to drop and even become worthless within a very short period of time.

Limited Fungibility and Trading Risks:

At the time of the public offering of $WYND tokens, there is no established market price, as the tokens will not be immediately listed on an exchange. After the Token Generation Event (TGE), third-party trading platforms may, at their own discretion, decide to admit the $WYND token to trading. WYND Capital GmbH does not request or guarantee any such listing, and there is no assurance that a liquid secondary market will develop). However, there is no guarantee of sufficient liquidity or trading volume, which could impact the ability of holders to sell or trade $WYND tokens at desired prices. Additionally, price discovery in early trading phases may be subject to high volatility, price slippage, and potential market manipulation.

Limited Utility and Usability Outside the WYND Capital GmbH environment:

While $WYND tokens will be freely transferable, their value and demand are directly tied to service usage, determined by WYND Capital GmbH. The $WYND token is not redeemable for fiat currency and cannot be used for services other than the ones offered by WYND Capital GmbH

Dependence on Blockchain Infrastructure:

Ethereum Dependence – $WYND runs on the Ethereum blockchain; disruptions, forks, or failures of Ethereum may directly impact token functionality.

Gas Fees – Transaction costs (gas) are variable and may rise significantly, affecting the usability of tokens for smaller transactions.

Smart Contract Risk – Although audited, vulnerabilities in Ethereum or in the smart contracts cannot be entirely excluded.

Blockchain Security Risks:

As a blockchain-based asset, the $WYND token is exposed to cybersecurity risks, including hacking, data breaches, or smart contract vulnerabilities. If the underlying smart contracts contain flaws, they could be exploited by malicious actors, leading to financial losses for token holders. Despite security audits, unforeseen vulnerabilities could still pose risks to token security and functionality.

Jurisdictional Restrictions:

Regulations regarding crypto-assets vary across different jurisdictions. Some countries may impose restrictions on the trading, holding, or usage of $WYND tokens. Purchasers must ensure that they comply with local legal requirements before acquiring or using the token.

Innovation and Market Relevance Risk:

The blockchain and tokenization industry is evolving rapidly. Emerging technologies, new regulatory frameworks, or competitive solutions may affect the long-term relevance of the $WYND token. If WYND  Capital GmbH fails to continuously adapt to industry trends, the token’s value and demand may decline over time.

Lack of Ownership or Governance Rights:

Holding $WYND tokens does not grant equity, voting rights, or decision-making control over WYND Capital GmbH. Token holders have no influence over business strategies and pricing models. Changes to – fees, services, or token utility may occur without direct input from $WYND holders.

Development and Deployment Risk

If core functionalities are not developed or deployed as planned, the token’s utility may be diminished.

Scalability and Performance Risk

High transaction volumes or unexpected demand surges could lead to network congestion, slower processing times, or degraded – performance during the transfer of tokens. These issues could limit the usability of the $WYND token, affecting user experience and overall market confidence.

Dependence on External Partnerships and Service Providers

WYND Capital GmbH relies on third-party service providers and technology partners for critical functions, including blockchain infrastructure, liquidity provision, and regulatory compliance services. Failures, security breaches, insolvency, or operational issues affecting these external providers could disrupt services, impacting the utility and availability of the $WYND token.

Funding Risks

WYND Capital GmbH depends on revenues from its business model, external funding, and market adoption. Economic downturns, reduced investor confidence, or unexpected financial challenges could impact the company’s ability to sustain – operations and technological advancements. If WYND Capital GmbH is unable to secure sufficient funding, it may be forced to scale back – development, reducing the $WYND token’s long-term viability.

Technological and Integration Risk

Integrating blockchain-based infrastructure with existing financial and legal systems presents technological and compatibility challenges. Changes in blockchain protocols, security vulnerabilities, or unforeseen technical constraints could delay or restrict token features, directly affecting the usability of the $WYND token.

Regulatory Compliance for Project Implementation

The legal and regulatory landscape for tokenization and blockchain services continues to evolve. New regulatory requirements or changes in interpretation could impose additional compliance burdens on WYND Capital GmbH. This may include restrictions on token offerings, modifications to token-based services, or new licensing requirements. Non-compliance with these regulations could lead to penalties, service limitations, or operational restrictions, all of which could affect the functionality and marketability of the $WYND token.

Blockchain and Smart Contract Vulnerability

The $WYND token’s smart contracts are susceptible to coding vulnerabilities, bugs, or security flaws that could be exploited by malicious actors. A breach in the smart contract could result in unauthorized transactions, token loss, or manipulation of staking mechanisms, affecting the token’s security and trust among holders. Even though security audits are conducted, unforeseen vulnerabilities may still pose a risk.

Cybersecurity and Data Breach Risks

As a blockchain-based asset, the $WYND token is exposed to cybersecurity threats such as hacking, phishing attacks, and data breaches. If attackers compromise WYND Capital’s infrastructure or the wallets of token holders, this could result in financial losses, operational disruptions, and reputational damage.

Dependency on Underlying Blockchain Stability and Performance

The $WYND token operates on the Ethereum blockchain, meaning its functionality depends on the stability and efficiency of this network. Risks include:

Network congestion, which may lead to higher transaction fees or slower confirmation times.

Technical failures, blockchain reorgs, or forks, which could impact token transfers and staking mechanisms.

Reliance on third-party validators and node operators, which may introduce security vulnerabilities or service disruptions.

Wallet and Private Key Risk

$WYND token holders are responsible for the custody of their tokens in a compatible cryptographic wallet and for securing their private keys. Loss of a private key means permanent loss of access to the $WYND tokens, with no possibility of recovery. If a holder connects their wallet to malicious applications, they risk unauthorized access to their assets.

Technology Obsolescence Risk

Blockchain technology is rapidly evolving. WYND and  Capital does not adapt to new standards, interoperability solutions, or emerging security protocols, the $WYND token’s utility and competitive relevance may diminish over time. New blockchain innovations could introduce more efficient tokenization models, potentially reducing demand for the $WYND token.

Risk of Technical Failures and Downtime

Technical issues, such as server outages, software bugs, or API failures, could lead to downtime, transaction delays, or other errors. If prolonged, such failures may disrupt user confidence and limit access to the $WYND token’s functionality.

Data Privacy and Compliance Risk

WYND Capital GmbH processes user data in compliance with applicable data protection laws, such as the General Data Protection Regulation (GDPR). Failure to adequately protect user information could lead to regulatory penalties, loss of user trust, and potential restrictions on their business. Any data breaches or non-compliance with privacy regulations may impact the long-term adoption of $WYND token-based services.

Cybersecurity Framework
WYND Capital GmbH follows EU cybersecurity standards, including continuous monitoring, penetration testing, and AML/KYC compliance measures.

Incident Response & Contingency
A structured incident response plan is in with predefined escalation, forensic analysis, and corrective actions to minimize damage from potential breaches or failures.

Regulatory Compliance

$WYND is fully structured under the MiCA framework, aligned with applicable EU regulations., AML directives, and ongoing regulatory monitoring.

Blockchain Stability
$WYND is issued on the Ethereum blockchain (ERC-20). Layer-2 solutions may be integrated to mitigate congestion and high gas fees.

Private Key & Custody Awareness
WYND Capital GmbH does not offer custodial services. Token holders are educated on wallet security and encouraged to use hardware wallets or trusted third-party custodians.

Governance & Risk Management
Internal are in place for liquidity, treasury, and revenue planning. Risks are continuously monitored and addressed.

Continuous Market Monitoring
WYND Capital GmbH actively token utility, pricing models, and ecosystem features to evolving industry standards, market conditions, and regulatory requirements.

After the token launch, the energy consumption attributable to $WYND will be determined using the following methodology:

1. Blockchain-Level Energy Data
Energy consumption will be based on publicly available and independently verified data for the underlying blockchain (Ethereum Proof-of-Stake or designated Layer-2 network).
This includes:

o chain-level life-cycle analyses (LCA),

o annualised energy consumption reports,

o node and validator energy statistics published by recognised research institutions (e.g., CCRI, Digiconomist, Ethereum Foundation sustainability data).

2. Transaction-Based Allocation Method
WYND Capital GmbH will calculate the token-related energy consumption by applying a proportional allocation model:

o total chain energy → divided by total number of transactions → multiplied by number of $WYND-related transactions..

3. Reporting Frequency
As required by Regulation (EU) 2025/422, token-related energy consumption will be:

o measured after on-chain activity begins,

o updated annually,

o accompanied by methodological notes and references to the original energy sources.

Until minting and on-chain activity commence, no quantitative values can be reported, as the token’s energy footprint is currently zero.

Because the $WYND Utility Token has not yet been minted and no blockchain transactions have occurred, no renewable or non-renewable energy has been consumed to date.

After token launch, renewable energy consumption will be determined indirectly using publicly available sustainability reports from the underlying blockchain (Ethereum Proof-of-Stake or designated Layer-2). These reports include:

· validator energy sources,

· renewable energy share used by node operators,

· aggregated LCA (Life-Cycle Assessment) data.

WYND Capital GmbH will disclose this information annually once measurable token-related activity exists.

As no minting or on-chain activity has started, the energy intensity of the $WYND Utility Token is currently zero.

Once the token is operational, energy intensity will be calculated as required by Regulation (EU) 2025/422:

$WYND Utility Token has no Scope-1 GHG emissions, because:

· WYND Capital GmbH does not operate its own blockchain nodes or validators,

· the token itself generates no emissions until minting and use begin.

After launch, Scope-1 emissions will remain zero, as WYND Capital GmbH will not run blockchain infrastructure directly.

Because the token has not yet been minted, no Scope-2 emissions (purchased electricity for node operation) have been generated.

WYND Capital GmbH does not purchase electricity to operate blockchain systems; all energy usage associated with transactions will occur at validator-level on Ethereum PoS or the chosen Layer-2 network.

After launch, Scope-2 emissions attributable to $WYND will be derived from validator-level LCA data and allocated proportionally to token transactions.

As no energy consumption or emissions have been generated, the GHG intensity of the $WYND Utility Token is currently zero.

After launch, GHG intensity will be calculated using the formula required by Regulation (EU) 2025/422:

Because the $WYND Utility Token has not yet been minted and no blockchain transactions have occurred, no energy sources have been used to date, and therefore no token-specific energy source distribution exists.

After the token launch, WYND Capital GmbH will determine the relevant energy sources using the following methodology:

1. Use of Publicly Available Chain-Level Data
Energy sources (renewable vs. non-renewable) will be derived from sustainability and energy reports published for the underlying blockchain (Ethereum Proof-of-Stake or designated Layer-2 network), including:

o validator/node operator energy mix,

o renewable energy usage rates,

o LCA (Life-Cycle Assessment) models from recognised research institutions (e.g., CCRI, Ethereum Foundation sustainability analyses).

2. Allocation Model
Key energy sources will be attributed proportionally to $WYND token-related transactions using the methodology allowed under Regulation (EU) 2025/422:

o chain-wide energy mix → proportionally allocated based on the number of transactions associated with $WYND token usage.

3. Annual Disclosure
WYND Capital GmbH will disclose the energy source breakdown each year after measurable token activity begins.

Until minting and network usage start, no quantitative or qualitative energy source values can be reported, as energy consumption is currently zero.

Because the $WYND Utility Token has not yet been minted and no on-chain transactions have taken place, no greenhouse gas (GHG) emissions have occurred and therefore no token-specific GHG sources currently exist.

Once minting and measurable on-chain activity begin, GHG emissions attributable to the $WYND Token will be calculated using the following methodology:

1. GHG Source Identification

o Scope 1: Expected to remain zero, as WYND Capital GmbH does not operate blockchain hardware or mining infrastructure.

o Scope 2: Indirect emissions arising from electricity consumption of validator nodes on the underlying blockchain (Ethereum Proof-of-Stake or designated Layer-2).

2. Chain-Level Emission Data
GHG data will be sourced from publicly available, independently verified sustainability reports, including:

o Life-Cycle Assessments (LCA),

o validator/node electricity mix data,

o GHG emission factors published by recognised institutions (e.g., CCRI, IEA, EEA, Ethereum Foundation).

3. Allocation Methodology (per DVO (EU) 2025/422)
Token-related emissions will be calculated proportionally:

chain-wide GHG emissions ÷ total number of chain transactions × number of $WYND-related transactions

4. Methodological Basis
Calculations will be aligned with:

o ISO 14064 (GHG accounting),

o methodologies referenced in DVO (EU) 2025/422,

o recognised crypto-sector GHG methodologies (e.g., CCRI).

Until on-chain activity begins and measurable data exists, no quantitative GHG values can be reported, as the token’s emissions are currently zero.