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OpenDeal Broker LLC charges you a two percent (2.5%) administrative fee on the gross principal transaction with a minimum fee of $5 and a maximum of $250. The fee is added to the total amount of your investment at checkout.
Deals involving blockchain technology, crypto currencies and/or digital assets such as Security Tokens, Utility Tokens, or NFTs are extremely speculative and present additional risks and may result in total loss of invested capital. PLEASE READ AND REVIEW THOSE RISKS HERE.
This is an offering for the right to certain defined digital assets offered by Layer3 FinTech Ltd. It is not an offering for a share, membership or partnership interest in Layer3 FinTech Ltd or any of its affiliates.
Deals involving crypto and/or digital assets such as NFTs are extremely speculative and present additional risks. Investor sophistication and enhanced independent reviews are highly recommended.
YellowTokens may trade at lower prices on public token exchanges than the prices that the Yellow Tokens are purchased in this Offering.
Shortly after this Offering, the Company may seek listing of the YellowTokens on public exchanges. The Yellow Tokens may trade at lower prices on those public exchanges than the prices contributors acquired them in this Offering, and Contributors would be unable to sell their YellowTokens during the lockup and vesting periods.
This Issuer operates from a foreign jurisdiction; and therefore, many of your country's common laws may not apply or be enforceable.
Investments in private companies are particularly risky and may result in total loss of invested capital.
There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.
*Click here for important information regarding Financial Projections which are not guaranteed*
The total package for a TRUSTLESS experience in Web3
Yellow is not your average blockchain project. It's a complete infrastructure supporting the apps that we believe will bring the next 100 million Web3 users. It’s a clearing protocol backed by state channels, connected by an SDK, and powered by the $YELLOW token.
Yellow enables:
Trustless cross-chain interoperability
Trustless dapps with Yellow SDK (we call them “yApps”)
Trustless trading with Yellow’s native clearing protocol
Trustless real-time execution
No bridges. No seed phrases. No gas worries.
The Importance of a Totally Trustless Ecosystem
Many existing crypto solutions still require a degree of trust – in miners, stakers, validators, or centralized entities. This introduces limitations, vulnerabilities, and friction. We’re changing all that, allowing you to transact and conduct all your operations online without needing to place your trust in any third parties. And we're bringing that world to you with the $YELLOW token.
The $YELLOW token: The ultimate ticket to get into Web3
Yellow is an ecosystem ready to welcome a new generation of decentralized apps or “yApps” built on Yellow, plus trading systems, and financial platforms. Builders, traders, enterprises, and institutions can now operate and collaborate in confidence. Supporting diverse use cases like cross-chain payments, capital-efficient brokerage, and real-time game economies, Yellow is your gateway to the first SDK-native crypto economy.
Think Stripe + Twilio + MetaMask — but in one SDK, and ready for mass adoption
No more excuses - it’s time to onboard the real world
For almost a decade, developers and end users alike have struggled to make the adjustment from traditional internet platforms to blockchains. New protocols have continually popped up, pledging to ease the considerable pain points suffered by Web3 participants. But they have failed to do so. In the worst case scenario, projects are forced to turn their back on the new internet, and this has stifled both innovation and adoption.
The people at Yellow are determined to eliminate these pain points by putting the user experience central to their offering, promising any entrant into the space has all the necessary tools at their disposal to ease the journey. This way, mass adoption can finally be delivered.
NeoDAX: A natively built flagship use case for traders
Showcasing the potential of the Yellow SDK, NeoDAX is a trading platform designed for institutions and retail users alike. It's trustless, scalable framework makes token swaps and transfers as easy as dealing with traditional money.
Imagine familiar brands in a new light
Yellow’s SDK gives developers the building blocks to create the apps you love, but for a decentralized, trustless world. Familiar brands reimagined for the new internet? It can happen on Yellow.
E-commerce and Marketplaces: Think Amazon, but trustless, with instant, cross-border transactions.
Social Media: Think TikTok, but trustless, with self-sovereign identity for user-owned networks.
Gaming: Think Fortnite, but trustless, where players have true ownership of in-game assets.
Digital Banking: Think Paypal, but trustless, with payments, lending and borrowing uninterrupted by middle men.
Disclaimer: The Issuer is using the above examples for representational purposes as to what they believe could be achieved if these companies had launched with the modern Web3 technologies that exist today. These are not examples or claims from the Issuer to be taken as comparable growth or revenue expectations for an investment into their company as part of this Offering.
$YELLOW: The token and utility engine of the network
The $YELLOW token is an access layer for a whole economy, allowing you to:
Use SDK modules, wallets, and routing tools
Stake to enable gasless UX
Vote on protocol upgrades and developer funding
Earn as a broker, validator, or ecosystem integrator
Every transaction, every app, and every user on Yellow increases $YELLOW’s utility and liquidity.
Enhancing trust in decentralised applications
Apps built with the Yellow SDK come with a special security feature that collects YELLOW tokens as a deposit, incentivizing both parties conducting a peer-to-peer transaction to act responsibly. Any bad behavior risks loss of the deposit, promoting a secure and reliable decentralized environment.
State Channels Central to Yellow’s Tech Offering
Yellow advocates the Ethereum state channels solution, one of the most scalable solutions in Web3. State channels create private, trustless offchain communication pathways where users transact instantly in a smart contract environment. The blockchain is only needed to settle the initial and final results, and does not suffer from congestion or fee surges.
Yellow’s engineers are some of the most active contributors to the GitHub repositories that continue to develop and upgrade state channel solutions for Web3.
Already shipped
- Yellow Smart Accounts: Abstracted wallet system ready for apps
- Yellow Terminal: Live crypto trading interface with embedded clearing
- SDK Integrations: Active with fintech apps, exchanges, games, wallets
Roadmap
Meet the team
Yellow is led by crypto-native operators and engineers who have built some of the industry’s most established names.
Supported by industry leaders
Be part of the Yellow community
Help shape a new financial internet built for speed, scale, and global access.
Secure $YELLOW tokens today and become a stakeholder in the infrastructure of tomorrow.
Disclosures
This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by OpenDealBroker LLC dba the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission and tokens issued by Layer3 Fintech Ltd. Layer3 Fintech Ltd will pay OpenDeal Broker LLC: a 6% cash commission with a minimum fee to ODB of $12,000 per Offering, and 2% of the dollar value issued in securities/tokens to Investors pursuant to each Offering at the time of closing (as such terms are defined in the offering engagement agreement between ODB and Layer3 Fintech Ltd.
Layer3 Fintech Ltd has engaged ODB to conduct an offering ("the offering") of digital assets Yellow Tokens issued by Layer3 Fintech Ltd to eligible persons on the Republic platform (the "Platform").
The offering will be in digital assets Yellow Tokens issued by Layer3 Fintech Ltd and not equity in the company Layer3 Fintech Ltd, or any other entity.
This is a speculative, risky investment and may be illiquid or pricing may substantially fluctuate in value. You may lose money.
All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest. Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.
https://www.finra.org/#/
https://www.sipc.org/
THIS OFFERING IS CONDUCTED PURSUANT TO RULE 506(C) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND IS LIMITED SOLELY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT. ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR PRESENT LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE $EVM TOKENS OFFERED HEREBY BECAUSE: (I) AN INVESTMENT IN THE YELLOW TOKENS INVOLVES A NUMBER OF SIGNIFICANT RISKS; AND (II) NO MARKET FOR THE YELLOW TOKENS CURRENTLY EXISTS, AND EVEN IF ONE WERE TO DEVELOP, THE YELLOW TOKENS OFFERED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AS DESCRIBED HEREIN. THIS OFFERING IS INTENDED TO BE AN OFFERING THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the $EVM Tokens, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.
In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the Token Purchase Agreement is executed and as of the date of the purchase:
(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;
(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);
(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;
(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;
(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;
(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;
(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or
(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. Neither OpenDeal Broker LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.
