V- Other Questions related to Class C

1. Are there fees or costs?

Yes — as an operating company, Bitizenship Italia incurs ordinary business expenses associated with managing its USDC-based activities.

These may include:

  • Custody and network fees for handling USDC transactions;

  • Audit, compliance, and administration costs related to treasury operations;

  • General company operating expenses directly attributable to the USDC activities.

Such costs are deducted before calculating dividends, ensuring that distributions reflect the net results of the company’s operations.

All expenses are recorded in the company’s audited financial statements and disclosed transparently to shareholders.

If any external placement or transaction costs apply (for example, in connection with the subscription process), they will be disclosed separately and in advance

2. How is my pro-rata share calculated?

3. What if the Company lacks USDC when I withdraw?

If, at the time of withdrawal, the Company temporarily lacks sufficient USDC liquidity, it may defer payment or settle it in stages, always without interest and in full compliance with the Statute.

Payments will be completed as soon as adequate liquidity becomes available.

At the Company’s discretion, settlement may be made in Euro or USDC (or equivalent sub-units), depending on operational circumstances and available reserves.

This mechanism ensures responsible treasury management and protects all shareholders.

A temporary delay in payment does not constitute a default, and the Company remains obligated to complete the withdrawal as soon as possible.

4. Do Class C holders have pre-emption or tag/drag rights?

  • Pre-emption (subscribe to new Class A issues): typically no (except specific recapitalization cases defined by law).

  • Co-sale (tag-along) / drag-along: no.

5. Tax treatment?

Dividends/withdrawals may have tax implications depending on your residency and holding structure. Please consult your tax advisor.

6. Key risks?

Participation in Bitizenship Italia involves entrepreneurial and operational risks typical of an innovative technology company operating in the digital-asset sector.

Key risks include:

  • Liquidity risk – Withdrawals and dividend payments depend on the Company’s available liquidity in USDC or EUR. Timing may vary in periods of limited liquidity.

  • Stablecoin and operational risk – Exposure to potential issues related to custody, counterparties, or blockchain network performance.

  • Foreign-exchange risk – If payouts are made in a different currency (e.g., EUR instead of USDC), exchange-rate fluctuations may affect the final amount received.

  • Regulatory risk – Future changes in laws or regulations governing stablecoins, digital assets, or fintech activities could affect operations or profitability.

These risks are inherent to early-stage companies operating in emerging financial technologies.

Shareholders should carefully consider them and participate only with capital they are prepared to allocate to high-innovation ventures.

Disclaimers For clarity, this is an innovative startup whose shares may be acquired by private startup investors. Nothing in this document shall be construed as an offer, solicitation, or sale of crypto assets or any equivalent digital instruments. The company’s activities are conducted strictly within the framework of corporate innovation and technology development.

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