Supporting documents, links, or exhibits that supplement this disclosure can be found here:

  • Exhibit A: On-Chain Addresses
  • Exhibit B: Audit Reports and Code Repositories
  • Exhibit C: Legal Disclosures and Risks
  • Exhibit D: Financial Policies

Contact information for inquiries: [email protected]

Disclaimer: This document is for informational purposes and does not constitute an offer to sell or solicitation to buy any tokens or to participate in any way in the Newton Protocol. The information provided is accurate to the best of Magic Newton Foundation’s knowledge as of June 23, 2025. However, future-looking statements involve uncertainties and actual outcomes may differ. Magic Newton Foundation undertakes to update the information herein as required by law or when materially necessary. Prospective and current participants and/or token holders should conduct their own research in addition to reviewing this disclosure. By participating in the Newton Protocol or holding Newton tokens, you acknowledge and accept the risks outlined herein.

​
EXHIBIT A: ONCHAIN ADDRESSES

​
Community Rewards - Wallet

0x2F395C5eCD2983CBa53bD5eddDc0684a415713fb

​
Validator Rewards - Wallet

0xBc8E97E67db5632AC779EA132963023FFE49aACc

​
Liquidity Support - Wallet

0x26580d3b95E6B260E80D44d73a3103ef8EaA23d4

​
Onchain Ecosystem Growth Fund - Wallet

0x00680Ce5C6b2Fa6845037171e1d84d56Abc9c341

​
Onchain Ecosystem Development Fund - Wallet

0x8cC2d3f139EB6d5b6912b3218f7a0f63A6556C8E

​
Onchain Foundation Treasury - Wallets

0x32556362Ad2b9bFf71C8c666CD061eE4A38206df
0x367AE7E743DC57d883be98596e06E227b34670d0
0x1Bb33De17228DEb0a941421903A1B1882C69bdc4
0xf6d764335A0234007C3D853B728a0a264cb5b456
0x564A4Ef4CB21281A61cD6640Fb9be9F1da989cac
0x0B5bDB8CAFd87A60DCA8E293c59e7b3282AF0996
0xA3F0F514C3509894f2E7E23ec992b269a6afEd66
0x1d12F7a0a1B5E981a8Db7f1822c61d263387E19F
0x03242e43310926019d29b100F744341DFafcbEc2
0x48fb11f734Ef03DCC3CCD3685CEa12e2d38EcAc4
0xee40edC24B449ab6D06cEb9E15F530a4Eae58501
0xb936B5c999ca001C0F8c0434f3b53b916548f69D
0xf5D8b38c9b3E6A74DE026663b5b5BdF83D963129
0x01F3Bceb4C44a9F465d881Cc107778903478582a
0xc7857dB7Ce83Fc20CC95B180D2EF702de7dF3D92
0x6c0568F73015229C7cbc06E04990ee927ddBB6d1
0x297CE0372d5190B76FB8fF173243F3F1C49C30f3
0xfc8dB54854d51102dbdb59C7F54C132F1478C52f
0xa2a30aDa9d79e572022955Cc72BE68ec43D832E5
0x9fE220b961c46FbA90fBfB087FA89adf746E75b6
0x75b05Ce57Cb96385C668205D227f6E5E1E94Af48
0xbB282E105880c3e445C6185210e9b0475532dBe8
0xcBDAbe3723c57e5443752E0dFC06766C92F1f219
0x64Fb97a89D21933aA3a7dB9Ce981942Cf9b1a554
0x1Ee3caB22DDa2a38536A67BcF928b3Fe208B3730
0x04F1365cD2cb04AD8Daaf18092f9D65d469c9A82
0x05e39a3662D867C2eAa2e465737475F2F84F8B95
0xC001ff4cF7bbc10c87c913d7407047E56EB3e60e
0x04E337035F06b6756e8A327B4a2ab12ca91170ef
0x4C891626A68f237dA89dC7D17e3f5aD9ebb4Bd73
0xa684Ce92D2fCBFfCeae40A9DADdED026CcefAE85
0x7CE9909eD4DC00F866D11645876538ce1E13262c

​
Early Backers - Wallets

0xA752e4277d68d964BD277f8d760959cb693e5630
0xCe4B2104c6584808f8Ef9aa4A8fa7f462BBC525c
0x948911735550b13Dd7f562f87C3A8a2d6f4a6Ff0
0x6a406e88880fB1F5ea1459A4E208b31f80CCE33A
0xaF1ed29c5498ef5dc647a2fF2894112cFb4432B6
0x0aB0f464274f653035912f33Fac6f50fB55DE8DA
0x0aC30b5515d8361b47172c0CfB4e016fE60A9ED2
0xcCC4122c4230C7b60B677e1C5d06442Ec5262360
0x5775f2c7E04AA0765a019b0733E6fA46819aE056
0x89Ed7CdACECcD242E8F47B8584D4494df53C332d
0x76CD9a1f19C9D5A72B121eE524330740240454Ca
0xC25FA8AECeE9b6E411BCd8689C2Ed56B055EDCca
0x7f34AB9388119873E205461655fFfF721a5A2eC8
0x093621F1dE361D17dC5F32eAd7Bc257cED915E87
0x21ddF3b6dc2c26f47fCA509f8C18959e97b21152
0x0b98b1069d7160d90F8a398c61b3c34e7F08EC49
0x3A3DC70F0584005ff48f45B569671De10B9c9FE2
0xf682fE640Ec249Ba0f785A4639DB2E0fE2D38f2A
0xf8D8100581548be6F2EAD08B69727E8097fCfd92
0x474F788b9778373B43E54Eff9430a2ddE7D44794
0x90d355c1446dF8b8882ec07eD76d016e8C53D5b8
0xFaf2807ee1AF93C5C61946De4Ffeb46D2D1D1743
0xf3C0e3c4d3A0B9f8acFAba58D5eAFd93ea72319e
0x9BcF4CE36e213438A05Eeb73AB70D34115abE686
0x06C1E757fe00781EB0E7eC5D11a3045C54d6993E
0x3231306F8248Be51CC0A9Bfc25765F174e0b1456
0x50a09e580EDEdB77Bb32953FD5E806746993A5B6
0x1341E576B476aA72EFF7ccdfe3694fC0EA6E7c32
0x144D27fD7AD545DA8C782145d2d903FFE3Bca312
0x6D38A1a9a9d65165F3AF52B0d3A72668Efc73d84
0x51DCf695074884710e2fD837fBE20A4e57D7A46C
0xc15F0a0C8d9F351Dcce026d506dD11A66DE1ebd4
0xcFDb22aAeBFA2E0C37b6f059C71d1366dC7CaC24
0xD730a85AacedEe3d917bf6F71bFadA4E5396Bf20
0x6e8dd4C366c6FDb73c28c73869d2954210A0cC99
0x61bb5517be43EC1AE9a66a4f5f7825F36D099CC5
0x8Cdd01C27d945B211f51bF716f927E0F986A9445
0x01beb6B0178e7b79C0F475F47E9E6Eb8cBCa750E
0x16095226748657EEc2C0645375D84383f09B4D8a
0x234BbC741b05298c9528eAC42f364ce53c53c13f
0xC47F4712BC191935f6475262076546461a0080ff
0x333B8BD64cE844F56ab7dD1E466ecd4572d007fC
0x046B29A07Bc690aD347dccC1320c42D220082fb6
0xb6D8E6f0b6ED0613BCd282e69c0BD650A5B09e17
0x90b98b43BCBCd813c57B401a987a6cBdF9BAdC2c
0x9262D82a8048C6BAEaB80bC000F66aECE7836cFB
0x5058E8b7a89d8Db2399856bEC032890053883C93
0x9AF1F785c7b1f6028DdE029FB02fA521daAc6c81
0xD08a3c8ec2dc2cC8c8E012c3Ae3ABf86Ad08C48E
0x0dC9c002F5D9AdCF9AB6D0cCF206CeDF75330C47
0x03f0dC9a210089FD4DC226858F0A7C2c9c2bEe33
0x0e90Be73B85CA57E94b8ff07Bb51b1869caE36EF
0xaaa836C83C981c2e7aAf224E6CA939e175457d93
0xF1220192A6F8567155Bad33Df049D3417d8efdB0
0x443d82ab580aa44d721b966022223c5412228Ab4
0x5650a53f13a2d05132D3029D2D1558F5bb6b5D70
0xd04264778741dAc90F828aD4ee3bfd7651002ddC
0x18E49A36Cb186FeD6AC7Bcec9f974E30662aC6e3
0xfae1d467B048D0Aaf8366427a099ed09891D7ea3
0x018265bbec0432E020C87e8c2e7D0aBf97C6894A
0xE341cFCED97Cb6B79f001dDEdFFe9F0a9A8569C6

​
Core Contributors - Wallets

0x756fC18Df7efFB81F69e85ea7D1790b17dc352E7
0x808fe627adA47E1FEe7c44a452Ad50aF21f244Cd
0x093D9D785792De7adc7bd4b696899ADd7b41B834
0x04aA5f83846928747c4DeC692cE3e95f6057D7cA
0xA5B947CA6770a3ac8425FBE9379e4C78814f7Ee9
0x676DBbD407e32Af424f74817898D732f8e2D6E03
0x793B8100B0ab58418FBE474Ab42942Cf0999Addd
0xAb5086dA364C5e72329fD5a0e8F7D7B70195dC21
0xb7fE5fd2a94aF9C711b3c2e0eD596B8ca9c04973
0xa5beab516CFD5BDbb97aeDD176cFE70B43f9b699
0xA5249e1FA84f38D14Cc38e8A4daA0746b1B94a05
0xF597dBc78EB89f7BE23eA8511aB276556037008e
0xCCAb30199abE1e721B531e92eDff62F72EaB1B8A
0xAd17ED22069a7cf52b933D1501719C74F2f08f2A
0x26D2c9D3252A819260Ff17C0BDf9F9b0954A901B
0x7482014Df222eD94CCa61b604EA54f6969B4c310
0xCe12d123bd77AEDaDb50A5178135148D9daA7701
0x49D61177c7700436C7a55A8aE048FA79eD50d80f
0xB518985e191BCA3b95B6e3bBA36b9f19150F52D1
0x0B7d4668C18455760E3538829e388A819E852dB0
0xfB86f9dE88B52Bc4116CE4CA6ABb16CCB91C7E95
0x6CB95eAa363cD5A80E1Ec2389A21224C00DBc36e
0x4A6725b5d20937D214Fbe14ebc22d21309dfBA5C
0x5471feE69e114B3B23891016aB4e848adF83AC91
0xcb979B3b58e59E483133d78E68E3E3229b56d76e
0xB735028389aD837ed1E528A172669B5B54f6D214
0xf03c830a85e0C0e5Ff9935CAAe867ae2CA4A2bA7
0xcBd786029645fB3b47B028057528547DDb0f2914
0x70546f34446Ce78CFD9Ed4d0A81f453023A40Ee0
0x0B966cF2CE8a7f6639D1dA73818df65D6AfA2Dac
0x4e28168e033b1601B31a0824879CDca79a2dB544
0x2315F27E3Ed871C4054aCf588C088435C3178aa8
0x9A6a79E5f92238A5b88E92e8C4439b3a1cdFa4B9
0x183Afccc88b9F08722570bF6BdB8c219E1eD2c73
0x3312Bc27dF7A4fdeC05F1489b1D09027638513E2
0x71967fE066F5A7C1094894d6886F14d46ACfeA4f
0x365cE96069529FeA0b9F6ada255Fed10aD6c89d8
0x25300fF42E6968024f52B0DB3EF33d8093cd95AC
0xEF5d0934474b90AC7BB46C12C09400d4cDE5B215
0x5b648b004236478C0134EB20fE31547Ae3Cd2F8b
0x4a1eD0a62292F4De878f2Ad78DcA31561B618D64
0xB5CE190D5C46Fa006A7C4573616b43D202B8B60d
0x20A2A6D91306633F783941a473d9f91bDeD1840E
0x64eaeD1Aa6B6A891EA48309cB663Fc26D88828D0
0xc075fd5fE1A07C6f2dCCED0896Ce3508f42a8CbC
0x5cFfD08820f7822e75A2Efa1A351D67A8b55E25C
0xa66D1998b0275548262DaCAf63286F6EB2Bea8df
0x943704119438c80E1bDb074504627342678b6DfC
0x419B5C01e9E5faC7589874b3f67463dE5Df60A75
0x1944F503794DB2Fb3273240fD6eC704b7C5d8A8B
0xC6d09Bb5384a0e0225362824C1Ad1206013A6537
0x1Fa74A2ebb5B40fd2c6Be03d110f11B5f5c1F4d4
0x63491b9208Bb71E5E723d49FdF68B7458E8495d3
0xB9bFdB88C9F4a3C091F050C5D34f63B5BDf2b916
0x5e15cfd58cB47651bc50a527801DFE407BDA8DFe
0xFF6bD610f76Ad2F6E4Ba1E27982BfaF98fa93656
0x1b1f4F9b1125D5D3Ac17A1f52dA13d6AbFa548C8
0x3bceaE8e9781B323af80b519d3B3D6Bf32C40217
0x56354bac7388df1A859F0F946f558a3371d54eDa
0x2706f47395FE5Fb28DcC48891680439B9027da20
0x6565688De62AB9D8FDC188651d63DCCe2eBc805C
0x8B3cF17Fb0FdbA37e71B2CF254124588F0bC2BCe
0xE2BC3b68b6879522a6d78878b7F0045931936967
0x4b78828A1186Dc162f4aA200be28BEC86F0E0B5D
0xa88a612245E1860b0f0414308aa60aF55fa018AF
0xd94586116EEE70bEbA7588961557ae455057f47F
0x3cA6c7E04e56aC291Ff8780E0EFf4783613C0F73
0xF613e6B4ea165a570C3f1743BE4FFB502d37001f
0x9B5BD3be2eBa0456429c58cE3Ad0B1719Ed3680d
0xDDa3e84d96E2E2F844caEff8827583300AAd7046
0xf0233c70F58CF516c906E6247806aa96a765Afcb
0xbdB1691Ae8fA2373a866E176f2B5c18aDdf87A13
0xb9440C482448927E88028ac99280FA3F4e385695
0x05784E5B54ecb0219b7cc7be8476A28751221045
0x0e859626Fb53c6aE2a508eBAC5BE94BFB4398D42
0x50706d55e7f7F6A816b04FC3993c90F57b9161Ea
0xD205f87Da76AE070fE1608526B61E96adE9a85f0
0x1A0E1F367505dF69E4f5daE02AdD4F3A1bd1C66A
0x805520D9DDCF8e0D977F0C63CaA43d304B199597
0xB60F908E9891f97E35A37baceC255465D9d55e32
0x8c6074da1c6a7CCCf75aDB8b908B452273599c4E
0x74cD8B4C5Ef6aDBAAab338bE450dc39d63e856C2
0xFF6bD610f76Ad2F6E4Ba1E27982BfaF98fa93656
0x86f10Ff80A4ADbF2EC31F4F0fA2189Ed904d7F21
0x4D0bFF1c89Baf6F0D3CDF7f99A83eb18e5167E9e
0x9DCD92C4E056f42A3F7815Dd6333a92a8295CDca
0xE25000A2034Bd25CC904B5139225513ceb58cE11
0x6BcDd0485cbAf0e64663ebcbd2A584a8Ce45Fdb5

​
Magic Labs - Wallets

0x2f870f3Bd8eD88F219ED8FDc8F9acFC3cf133AeB

​
EXHIBIT B: AUDIT REPORTS AND CODE REPOSITORIES

​
Token Smart Contract Audit Report

​
Staking & Airdrop Smart Contracts Audit Report

​
EXHIBIT C: LEGAL DISCLOSURES AND RISKS

Magic Newton Foundry Ltd. does not operate or control any centralized or decentralized trading venue on which NEWT tokens might be listed. The Protocol and its governance may evolve in response to technical or regulatory developments, and unforeseen risks could require changes to strategy or structure. The risks outlined below highlight regulatory uncertainty, liquidity limitations, governance risks, network centralization concerns, security vulnerabilities, and potential adjustments to fees or NEWT supply that could impact the holding of NEWT. It is critical that participants review these risks carefully.  

Additional MiCA disclosures can be found at: mica.newt.foundation.

  • Jurisdictional Uncertainty: Regulations governing crypto-assets vary significantly by jurisdiction and are subject to rapid change. While Magic Newton Foundry Ltd. has taken steps to comply with applicable frameworks (including MiCA), future regulatory developments may impact NEWT’s classification, usage, or availability.
  • MiCA and Other Frameworks: Compliance under MiCA does not guarantee compliance with other global frameworks. Participants remain responsible for complying with local laws, tax obligations, and reporting duties.  To review the full MiCA whitepaper disclosure, please visit mica.newt.foundation.
  • Enforcement and Classification Risk: NEWT is not intended to be any kind of security or investment, but regulatory agencies could decide to classify NEWT as a financial instrument or security, leading to compliance burdens, enforcement actions, or trading restrictions.  In the United States, if NEWT were ever used in connection with derivatives or margin trading, the Commodity Futures Trading Commission (CFTC) could assert jurisdiction and require applicable compliance.
  • Restrictions on U.S. Participation: Structured loan arrangements—including call-option liquidity—prohibit sale or marketing to U.S. Persons pursuant to Regulation S under the U.S. Securities Act of 1933. Borrowers must comply with applicable offshore transaction restrictions and ensure no directed selling efforts target U.S. markets.
  • Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), and Sanctions: Authorities may scrutinize crypto-assets for potential links to illicit activity. Compliance with KYC, AML, and sanctions screening requirements may be required for certain transactions or platform access.  Tokens or digital wallet addresses could become blocked, frozen, or specifically designated as restricted if the controller or any counterparties are the subject of any applicable sanctions regime.
  • Taxation Risk: Participants must understand and comply with applicable tax obligations, which vary by jurisdiction and transaction type.

​
2. Holding Risks

  • Volatility: As with other crypto-assets, the price of NEWT may experience significant fluctuations due to external factors such as shifting market sentiment, technological developments, and changes in regulatory environments.
  • Liquidity Risk: There is no guarantee of deep or sustained liquidity on decentralized or centralized exchanges. Thin markets may result in slippage, failed transactions, or difficulty accessing or using NEWT.
  • Risk of Delisting or CEX Insolvency: Listings are not guaranteed. Delisting or exchange insolvency could result in loss of access or tradability of NEWT.
  • Valuation: Beyond stated Protocol utilities (governance, staking, gas, etc.), NEWT’s value is contingent on ecosystem growth, adoption, and community sentiment.

​
3. Technology and Infrastructure Risks

  • Protocol Bugs and Smart Contract Failures: Despite audits and best practices, NEWT smart contracts and the Newton Protocol may contain undiscovered bugs, vulnerabilities, or integration flaws.
  • Private Key Loss: Holders are solely responsible for securing their wallet credentials. Lost keys result in permanent loss of access.
  • Network Congestion or Downtime: Transaction delays, rising fees, or execution failures may occur during network stress.
  • Immutability Risks: Some smart contracts are non-upgradable. Errors in deployed code may be irreparable.
  • Quantum and Future-Tech Risks: Advances like quantum computing may pose long-term security risks to cryptographic primitives.

​
4. Governance and Economic Risks

  • Fee and Supply Adjustments: While NEWT has a fixed supply, governance may vote to alter staking rewards, fee distributions, or other economic parameters.
  • Internal Unlock Risks: certain NEWT genesis allocations are subject to 36-month vesting or 48-month unlock schedules (See Section 7: Token Distribution and Vesting). The vesting and unlocking of these tokens may influence the availability of NEWT.
  • Operational Centralization (Transition Risk): The Protocol will initially operate under a centralized environment and permissioned validator model with eventual transition to a decentralized validator set. Centralization may pose censorship or governance risks during this phase.
  • Consensus Failures: Network forks, validator failures, or governance disputes may disrupt protocol functionality or asset finality.
  • Regulatory Driven Forks: Future regulatory requirements in certain jurisdictions could potentially compel validators or exchanges to support forked versions of the Protocol, potentially splitting liquidity and token value.

​
5. Counterparty and Ecosystem Risks

  • Service Provider Dependencies: The Protocol depends on third-party infrastructure providers, including Intel TDX, RISC Zero, Succinct, and others. Failures, legal risks, or technical issues with these partners could affect the Protocol.
  • Reputational and Fraud Risks: Unverified partners, scams, phishing, and impersonation risks may lead to loss of user funds or trust.
  • Liquidity Arrangements: NEWT liquidity support involves call-option loan structures with third-party providers. While these arrangements aim to improve equitable token access, they carry the risk that counterparties may underperform or fail to meet their obligations, potentially leading to instability or reduced trust in the token.  See Section 10: Financial Overview and Transparency for key terms related to these arrangements.

​
6. Implementation and Adoption Risks

  • Technical Rollout Delays: Features such as staking, permissioned validator transitions, or governance upgrades may face delays.
  • Adoption and Network Demand: The long-term utility of NEWT depends on ecosystem usage, developer participation, and agent-driven automation growth.
  • Competitive Landscape: Other protocols may offer better incentives, tooling, or liquidity, challenging Newton Protocol’s position.
  • Community Engagement: Sustained user and developer engagement is essential. Failure to build active community support may limit success.
  • Insufficient Fee Revenue: The Protocol’s long-term sustainability depends on generating sufficient fee income to support validator rewards required for the ongoing security and functionality of the Protocol.

​
7. Unanticipated Risks

This disclosure is not exhaustive. There may be additional regulatory, economic, technical, or operational risks that are unforeseen at this time. Participants should conduct independent assessments before engaging with NEWT or the Newton Protocol.

​
EXHIBIT D: FINANCIAL POLICIES

​
Magic Newton Foundation Onchain Funds Usage Policy

Purpose and Scope

This internal policy defines how the Magic Newton Foundation (“Foundation”) is authorized to manage and utilize three designated on-chain token funds that are part of the Foundation’s token allocation. These funds – the Onchain Ecosystem Growth Fund, Onchain Ecosystem Development Fund, and the Onchain Foundation Treasury – collectively support the growth, development, and operations of the Newton Protocol ecosystem. This policy outlines the purpose of each fund, permitted uses and restrictions, governance oversight and requirements for transparency. While an internal document, this policy may be published for transparency and will guide both current fund usage and future adjustments as governance evolves.

Scope: This policy applies to the Foundation’s Board of Directors and any Foundation teams or committees involved in budgeting, approving, or disbursing payments from the three on-chain funds. It covers the use of the specified token allocations (denominated in the Foundation’s native token, NEWT) comprising 15.5%, 12.5%, and 9.5% of total token supply respectively for the Growth Fund, Development Fund, and Treasury. All Foundation personnel must adhere to this policy when recommending or executing expenditures from these funds.

Governance and Oversight

Board Management: The Board of the Magic Newton Foundation (“Board”) is responsible for the management and oversight of the Onchain Ecosystem Growth Fund, Onchain Ecosystem Development Fund, and Onchain Foundation Treasury. All decisions to deploy or allocate tokens from these funds must be approved by the Board in accordance with the Foundation’s governance procedures. The Board may delegate day-to-day administration (for example, reviewing grant proposals or processing payments) to Foundation staff or committees, but ultimate authority and responsibility remain with the Board. Expenditures from any fund shall follow internal approval workflows (e.g. documented proposals and Board resolution or committee sign-off) to ensure compliance with this policy and alignment with the Foundation’s mission.

Community Participation Roadmap: The Foundation is committed to gradually introducing community participation in fund governance over time, as outlined in the project’s governance roadmap. Initially, the Board will exclusively manage these funds to ensure stability and accountability. Over time – and in alignment with decentralization milestones – the Foundation will implement mechanisms for token-holder or community input in funding decisions. This may include establishing community advisory boards, grant committees with community representatives, or on-chain governance votes for certain allocations. The shift to community-inclusive governance will be executed cautiously and transparently, ensuring that the community’s role expands according to a clear roadmap without compromising the effective use of funds. Until such mechanisms are in place, the Board retains final decision-making authority over all fund usage.

Fund Allocations and Authorized Uses

Below are the three on-chain funds covered by this policy, with their specific purpose, permitted uses, restrictions, and vesting schedules. Each fund represents a portion of the total NEWT token supply allocated to the Foundation’s initiatives. The funds must be used only for their intended purpose categories and in accordance with the restrictions noted.

1. Onchain Ecosystem Growth Fund (15.5% of total supply)

Purpose: The Ecosystem Growth Fund is dedicated to campaigns, partners, and programs that directly grow the Newton Protocol ecosystem’s user base and engagement. This includes initiatives to attract, reward, and retain users and participants in the network.  Any unclaimed or unused NEWT allocated to community rewards (e.g., airdrops) will remain unlocked and transferred to the Onchain Ecosystem Growth Fund for future use.

Authorized Uses: The Growth Fund may be used to finance a variety of growth-oriented activities and incentives, for example:

  • User Acquisition Programs: Funding user onboarding and growth campaigns such as referral bonuses, airdrops, quests or challenges that reward new users for trying Newton Protocol-based applications.
  • Staking and Participation Incentives: Budgeting for staking reward campaigns similar incentives that encourage users to stake tokens, provide liquidity, or otherwise actively participate in the Newton Protocol ecosystem.
  • Marketing and Community Outreach: Paying for marketing efforts that increase awareness and adoption of Newton Protocol, including community events, workshops, educational content, ambassador programs, and strategic partnerships that drive user growth.
  • Ecosystem Partnerships: Supporting collaborations with other platforms or communities (e.g. joint promotions or integrations) that bring new users into the Newton Protocol ecosystem.

Restrictions: This fund shall not be used to finance core protocol development work or technical consulting/advisory services. In other words, the Growth Fund is prohibited from covering expenses related to building or auditing the underlying Newton Protocol software itself, or any technical R&D that properly falls under ecosystem development. Those technical efforts must be funded by the Development Fund or other appropriate resources. The Growth Fund must remain focused on growth and adoption initiatives, and any proposed expenditure outside of these parameters (for example, using Growth Fund tokens to pay developers for Protocol upgrades) is not authorized under this policy.

Vesting Schedule: The Onchain Ecosystem Growth Fund’s tokens are subject to a vesting schedule to ensure long-term support of growth initiatives. 20% of the Growth Fund tokens unlock immediately (upfront) for use at the network launch or token generation event, providing initial liquidity for early growth programs. The remaining 80% of this fund vests linearly over 48 months (approximately 4 years) after launch. Tokens become available gradually over this period at a steady rate. The Board must budget and plan campaigns in alignment with this vesting curve – ensuring that spending from the Growth Fund does not exceed the tokens unlocked at any given time. Any unused tokens remain in the fund’s on-chain wallet and continue to vest according to schedule. The vesting mechanism guarantees that growth efforts can be sustained over the long term and prevents rapid depletion of the fund in early stages of the project.

2. Onchain Ecosystem Development Fund (12.5% of total supply)

Purpose: The Ecosystem Development Fund is designated to support the technical development and continuous improvement of the Newton Protocol and its ecosystem. This fund fuels initiatives that enhance the Protocol’s capabilities, tooling, and infrastructure, as well as fostering the developer community that builds on the Newton Protocol.

Authorized Uses: The Development Fund may be used for programs and expenses that directly contribute to the Protocol’s technical advancement and a robust developer ecosystem, including:

  • Protocol Development: Providing grants or funding to core developers, ecosystem developers, or research groups working on improvements to the Newton Protocol itself (e.g. Protocol upgrades, optimizations, security enhancements). This can include bounties for implementing new features or squashing critical bugs.
  • Developer Bounties and Grants: Incentivizing external developers to build on the Newton Protocol through hackathon prizes, bounty programs for creating dApps, tools, or integrations, and grants to open-source projects that benefit the Newton Protocol ecosystem (such as SDKs, libraries, or infrastructure components).
  • Infrastructure Incentives: Supporting the growth of essential infrastructure by rewarding entities running nodes, validators, or other network infrastructure, or subsidizing services that improve network performance and reliability (for example, oracle services or layer-2 integrations specific to the Newton Protocol).
  • Technical Events and Education: Funding hackathons, developer workshops, coding bootcamps, and technical documentation or tutorials to educate and grow the pool of developers familiar with the Newton Protocol. Also includes sponsorship of developer conferences or Newton Protocol-centric meetups that spur technical collaboration.
  • Security and Audits: Covering the costs of security audits, bug bounty programs, and expert reviews of the Newton Protocol and related smart contracts to ensure a secure and robust ecosystem.

Restrictions: The Development Fund is intended solely for technology development and improvement efforts. It should not be used for general marketing, user growth campaigns, or unrelated operational costs. Non-technical initiatives (e.g. user acquisition incentives, brand marketing) must draw from the Growth Fund or other sources, not the Development Fund. In addition, use of this fund should align with the Newton Protocol’s technical roadmap and priorities set by the Foundation; funding requests that fall outside the scope of improving the Newton Protocol’s technology or supporting its developer community are not permitted. All spending must clearly tie back to enhancing the Protocol or its ecosystem’s technical strength.

Unlock Schedule: The Onchain Ecosystem Development Fund is also subject to a long-term unlock model to ensure continued support for development over time. 20% of the Development Fund tokens unlock upfront at token launch, allowing immediate funding of critical early development needs or initial hackathons. The remaining 80% unlock linearly over 48 months. Accordingly, the fund’s accessible token balance will increase gradually each month as tokens unlock. The Board and any grant committees must account for this unlock schedule when approving development grants or initiatives, pacing commitments so they do not exceed the unlock release. This gradual unlock approach aligns developer incentives with the network’s growth and ensures that resources for development are available through the first four years of the project’s lifecycle.

3. Onchain Foundation Treasury (9.5% of total supply)

Purpose: The Foundation Treasury fund is reserved for general operations and initiatives in support of the Newton Protocol and the Magic Newton Foundation’s activities. 

Authorized Uses: Treasury funds may be deployed for legitimate operational and administrative needs of the Foundation in support of the Newton Protocol, including but not limited to:

  • Personnel and Staffing: Funding salaries, benefits, and contractor payments for Foundation staff who work on legal, operational, regulatory, administrative, marketing, or any non-core-development roles. This includes hiring new staff and related recruitment expenses, as well as board stipends if applicable.
  • Operational Expenses: Paying for day-to-day operational costs such as office space, software subscriptions, cloud services, equipment, and other overhead required for the Foundation’s functioning. This also covers expenses like accounting and bookkeeping services, insurance, and other corporate requirements.
  • Vendor and Service Provider Payments: Settling invoices from external vendors or service providers engaged by the Foundation – for example, legal counsel, accounting firms, auditors, compliance consultants, or public relations agencies. Any professional services procured to support the Foundation’s mission or in support of the Newton Protocol can be paid from the Treasury.
  • Foundation Governance and Initiatives: Funding the execution of Foundation-led programs that are not directly user-facing but necessary for ecosystem health, such as research initiatives, policy and governance development, or cross-ecosystem collaborations.

Restrictions: The Treasury also should not be used for personal benefit of any Board member or employee beyond approved compensation and expenses – all expenditures must relate to bona fide Foundation operations. All usage of the Treasury must comply with general financial controls and any applicable regulatory requirements.

Unlock Schedule: To promote financial stability, the Onchain Foundation Treasury tokens are released over time. 20% of the Development Fund tokens unlock upfront at token launch, allowing immediate funding of critical early operational needs. The remaining 80% unlock linearly over 48 months. This unlock ensures the Foundation cannot exhaust its entire token treasury early on and has a continuous budget stream over multiple years. The Board is responsible for prudent financial planning using this unlock schedule – budgeting expenses so that the Foundation’s operations are funded long-term. The Foundation may convert tokens to fiat or stablecoins as needed to manage cash flow, but such conversions should be timed and sized in a responsible and ethical manner

Transparency and Reporting

The Magic Newton Foundation shall maintain full transparency around the use of the above funds in accordance with this policy and broader Foundation transparency guidelines. Even as an internal policy, the principles of openness and accountability are crucial, given these funds ultimately benefit the community and ecosystem. The following reporting practices are mandated:

  • Quarterly Fund Usage Reports: The Foundation will publish quarterly reports detailing the expenditures from each of the three onchain funds. These reports will include a summary of how many tokens (or their fiat equivalent value if held in offchain accounts) were spent from each fund in the quarter, for what general purpose, and under which category (growth, development, or treasury). The report should highlight major initiatives or grants given, and it will include the remaining token balances of each fund. Reports will be published on an official Foundation channel (e.g. the Foundation’s blog or website) after Board review. They will omit any confidential counterparty details as necessary (for instance, individual salaries might be aggregated for privacy), but will aim to provide the community with a clear view of fund utilization.
  • On-Chain Wallet Transparency: The Foundation will maintain dedicated on-chain wallet addresses for each of the three funds (segregated for Growth, Development, and Treasury). These addresses will be made publicly accessible and labeled, so that community members or third-parties can independently track fund balances and token movements onchain. Any tokens (or proceeds from their sale) that are not held in onchain tagged wallets will be disclosed by Foundation as part of its quarterly disclosure reports. All disbursements from these wallets should be made from the designated addresses to ensure traceability.
  • Compliance: Internally, detailed records of fund usage will be kept to demonstrate compliance with this policy. The Foundation’s finance team will ensure that use of funds aligns with this policy. Additionally, the Board may commission periodic independent third-party verification of the fund activity to reinforce trust and accountability.
  • Applicable Policies: All public disclosures will be made in compliance with applicable legal, regulatory, and policy requirements. For example, if certain financial information is sensitive or subject to privacy laws, the Foundation will still report in aggregate while respecting those constraints. The commitment to transparency operates within the bounds of any confidentiality obligations, but the default expectation is to be as open as possible about fund use. In case of any conflict between this policy’s transparency mandate and other policies (e.g. privacy or legal compliance), the Board will seek a balanced solution, erring on the side of accountability to the community.

By implementing these measures, the Foundation ensures stakeholders can monitor the stewardship of the token funds. Transparent reporting builds community trust and enables the community to verify that the Growth Fund fuels growth initiatives, the Development Fund accelerates technical progress, and the Treasury is spent responsibly on operations and in support of the Newton Protocol. This level of openness is expected to continue even as community governance involvement increases.

Amendments and Review

This policy is approved by the Board of the Magic Newton Foundation and is effective immediately upon adoption. The Board will periodically review this policy (at least annually, or more frequently if needed) to ensure it remains aligned with the Foundation’s objectives, the state of the project, and best practices in governance. The Board retains the right to amend or update this policy from time to time at its discretion. Amendments may be necessary to reflect changes such as new governance processes, different funding needs, regulatory developments, or lessons learned from implementation.

  • Amendment Process: Any changes to this policy must be proposed and approved through a formal Board resolution. Material amendments (for example, repurposing a fund or altering its use cases) should be clearly documented. When amendments are made, the Foundation will communicate these changes internally to all relevant team members. If the policy is published publicly, the Foundation will also update the public documentation and, if appropriate, notify the community of the change (especially if it affects how funds might be used or overseen in the future).
  • Community Input on Amendments: As the governance of the funds opens up to community participation (per the roadmap mentioned above), the Board may also seek input from the community on proposed policy changes. While the Board has final authority to amend this document, incorporating community feedback can improve legitimacy and alignment with stakeholder expectations. Future iterations of this policy might even require a token-holder vote or community council review to ratify major changes, once such governance structures are in place.

The Onchain Funds Usage Policy is a living document. It provides a structured framework for fund management now, but it can evolve. The overarching goal remains constant: to ensure that the Magic Newton Foundation’s token resources are used wisely, transparently, and in service of the Newton Protocol’s success. The Board of the Foundation is committed to upholding this policy and updating it as needed to uphold the highest standards of fiduciary responsibility and community trust.

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Magic Newton Foundation Insider Trading Policy

  1. Overview. This Trading Policy (the “Policy”) establishes guidelines to prevent improper trading in Digital Assets (as defined below) and to ensure compliance with applicable laws and regulations. This Policy applies to all Covered Persons of Magic Newton Foundation and its subsidiaries (collectively, the “Foundation”) and is designed to mitigate risks related to Material Nonpublic Information, conflicts of interest, and market integrity. 

In addition to setting trading restrictions and ethical standards, this Policy outlines reporting, disclosure, and pre-clearance requirements to promote transparency and prevent even the appearance of improper conduct. Covered Persons are responsible for understanding and adhering to this Policy in all Digital Asset transactions.

  1. Covered Persons. This Policy applies to all directors, officers, and employees of the Foundation, as well to all contractors, clients, and counterparties of the Foundation who have adhered to this Policy separately in writing (collectively, “Covered Persons”). Covered Persons include members of their immediate families and members of their households.
  2. Digital Assets. This Policy applies to the trading of Newton (NEWT) and any other digital assets, including but not limited to cryptocurrencies, stablecoins, tokens, and non-fungible tokens (NFTs), regardless of whether they are fungible or unique (collectively, the “Digital Assets”). 
  3. Covered Transactions. This Policy applies to all transactions involving Digital Assets, which include acquisitions, purchases, lending, borrowing, disposals, sales, short sales, derivatives, hedging, hypothecation, pre-arranged trades, and any other forms of agreements, contracts, or transactions that are intended to provide economic exposure to Digital Assets (collectively, “Covered Transactions”).
  4. Material Nonpublic Information. It is not possible to define all categories of material nonpublic information. However, information should be regarded as “Material Nonpublic Information” concerning a single or several Digital Assets if: (a) such information has not been previously disclosed to the general public and is otherwise not available to the general public, and (b) it is reasonably likely to be considered important by a person when determining whether to buy, sell, or otherwise transact in a Digital Asset. While it may be difficult to determine whether certain information is Material Nonpublic Information, there are various categories of information that are particularly sensitive and more likely to be Material Nonpublic Information. Examples of such information may include:
  • an actual, pending, or contemplated Foundation Covered Transaction or series of Covered Transactions involving a Digital Asset(s), particularly where such transactions are of significant value;
  • integrating or leveraging of Digital Asset(s) or related software or infrastructure, or any pending announcement regarding the same; 
  • partnership, association with, or entering an agreement between the Foundation and any exchange, on-ramp service, or any other company that may affect price or usage of Digital Assets; 
  • decision of the Foundation to discontinue development of a products, or to stop accepting, transacting with, or supporting any Digital Asset;
  • decision of the Foundation to develop any software related to a Digital Asset when said software is reasonably expected to affect the price or usage of the Digital Asset.
  1. No Trading of Digital Assets When in Possession of Material Nonpublic Information.  Regardless of the existence (or not) of a Non-Trading Period, a Covered Person possessing Material Nonpublic Information relating to a particular Digital Asset, will not engage in any transaction involving such Digital Asset on the basis of that information from the moment when a Covered Person becomes aware of Material Nonpublic Information until the information is considered to have been publicly disclosed, or in the absence of public disclosure, when the information is no longer material. Material Nonpublic Information is considered to have been publicly disclosed only after it has been widely disseminated.
  2. Non-Trading Period. A non-trading period is any time period designated by the Compliance Officer during which Covered Persons may not, as a general rule, engage in a transaction involving Digital Assets (“Non-Trading Period”). The Compliance Officer will impose a Non-Trading Period (a) whenever the Foundation is conducting one or more Covered Transactions, (b) there is likely to be Material Nonpublic Information as defined in Section 5, or (c) in other circumstances at the discretion of the Compliance Officer.

The Compliance Officer will notify the Covered Persons affected by a Non-Trading Period when the Non-Trading Period begins and ends. Those affected will not disclose to others the existence of a Non-Trading Period.

8A. Trading Restrictions. The Covered Person must not engage in any Covered Transactions (a) during any Non-Trading Period (as defined below), or (b) in violation of the Foundation’s restrictions on trading while in possession of Material Nonpublic Information (see Section 6).

Further, to prevent any appearance of impropriety, Covered Persons are strictly prohibited from engaging in any Covered Transaction involving Digital Assets that are issued, directly supported, or actively promoted by the Foundation, including but not limited to NEWT. For the purposes of this Policy, “direct support or promotion” includes the Foundation’s involvement in the development, issuance, marketing, or public endorsement of a Digital Asset, or where the Foundation provides preferential access, integration, or other material benefits related to such Digital Asset. This prohibition does not apply to Digital Assets that are merely accessible or tradable through the Newton Protocol, provided the Foundation does not otherwise issue, support, or promote them as described above.

Notwithstanding the foregoing, Covered Persons may sell or transfer NEWT tokens they have received through Foundation-approved grants, equity compensation, or similar incentive programs, provided that any such transactions fully comply with the restrictions set forth in this Policy, including with respect to Material Nonpublic Information, Non-Trading Periods, and structured-selling (if applicable).

8B. Structured Selling. To further reduce the risk of improper trading and to manage the appearance of impropriety, the Foundation has established a structured-selling program that allows for pre-scheduled, rules-based transactions involving Digital Assets received through Foundation grants, equity compensation, or similar incentive arrangements. Participation in this program may be required for certain individuals, as determined by the Compliance Officer. The program is also available on an optional basis to other Covered Persons who may wish to better manage their exposure to Material Nonpublic Information in a compliant and transparent manner.

For clarity, transactions executed pursuant to a pre-approved, binding structured-selling plan that meets Foundation requirements and was established in good faith when the Covered Person was not in possession of Material Nonpublic Information are exempt from Non-Trading Period restrictions.

  1. No Disclosure or Tipping of Material Nonpublic Information. If a Covered Person discloses or tips an outsider (“Tippee”), using Material Nonpublic Information, and the Tippee undertakes a trade in Digital Asset, both the Covered Person and the Tippee may be found liable.  A Covered Person will not disclose (“tip”) all or any portion of Material Nonpublic Information to any Tippee where such Material Nonpublic Information may be used by a Tippee to profit by trading in a transaction involving Digital Asset (any such action, “Tipping”).

Material Nonpublic Information is confidential and proprietary to the Foundation and the unauthorized disclosure of such information is forbidden. Material Nonpublic Information may only be disclosed in accordance with the Foundation’s policies or as otherwise authorized by the Compliance Officer.

  1. Adverse Conduct and Market Manipulation. Covered Persons must not engage in any activity that is adverse to, or that has the appearance of being adverse to, the interests of the Foundation in connection with any transaction involving Digital Assets. This includes, but is not limited to, market manipulation, deceptive practices, or any conduct that creates or induces a false, misleading, or artificial appearance of activity or value in any Digital Asset.

Prohibited activities include, without limitation:

  • Front-running – Executing, facilitating, or participating in transactions based on Material Nonpublic Information before it is publicly available.
  • Wash trading – Engaging in or facilitating trades that result in no material change in beneficial ownership of a Digital Asset, including self-trading or coordinated trading with others.
  • Pump-and-dump schemes – Coordinating or engaging in manipulative activities designed to artificially inflate or deflate the price of a Digital Asset for personal or third-party gain.
  • Spoofing or layering – Placing and canceling orders to create false signals of supply or demand.
  • Ramping or cornering – Manipulating the price, value, or trading volume of a Digital Asset or any related instruments to create artificial scarcity, demand, or market dominance.
  • Tipping – Disclosing or sharing Material Nonpublic Information with any person or entity who may use it to transact in Digital Assets.
  • Social media manipulation – Coordinating or engaging in deceptive conduct intended to unduly influence the market price of any Digital Asset through social media or other public forums.
  • Aiding or abetting – Facilitating, assisting, financing, supporting, or endorsing any of the foregoing activities in any capacity.
  • Use of rarity ranking tools – Utilizing rarity or sniping or any similar tools in connection with any Digital Asset, product, or project by or in collaboration with the Foundation.

These prohibitions apply to all trading activity, whether conducted directly or indirectly, and regardless of whether it occurs on centralized or decentralized platforms. Covered Persons must conduct themselves in a manner that upholds the integrity of and aligns with the Foundation’s ethical and compliance standards.

11.  Whitelists; Airdrops.  Covered Persons may receive Digital Assets, including tokens and NFTs, through whitelists, airdrops, or similar distribution mechanisms only if such opportunities are made available to the general public on the same terms.

Covered Persons must not receive Digital Assets, whitelist spots, airdrops, or similar benefits:

  • Due to their role at the Foundation – Covered Persons may not accept any allocation, preferential treatment, or special access to Digital Assets based on their affiliation with the Foundation.
  • For internal Foundation products or tokens – Covered Persons may not participate in any whitelist, airdrop, or similar distribution related to Digital Assets issued, supported, or promoted by the Foundation (which for clarity, includes NEWT).

If a Covered Person receives Digital Assets through a whitelist or airdrop (permitted or otherwise), they must:

  • Comply with the Policy – All provisions of the Policy related to the handling, disclosure, and trading of Digital Assets apply to these assets.
  • Not sell or transfer for value – Covered Persons must not sell, trade, or otherwise disburse Digital Assets received through whitelists or airdrops if the value of those assets is influenced by the Covered Person’s role at the Foundation.
  1. Individual Responsibility. Each Covered Person has an individual responsibility to comply with this Policy and applicable laws against insider trading, regardless of whether a Non-Trading Period is in place. Appropriate judgment should always be exercised in connection with any transaction involving Digital Assets. At any time and from time to time, a Covered Person may have to forego a proposed transaction involving Digital Assets even if they planned to make the transaction before learning of Material Nonpublic Information, and even though the Covered Person may suffer an economic loss or forego anticipated profit by waiting until the Non-Trading Period ends. Covered Persons must cancel all stop-loss orders and other open or limit orders in Digital Assets during Non-Trading Periods to avoid the possibility of transactions that may violate applicable laws or this Policy.
  2. Contractors. This Policy applies to such third-party contractors, clients, and counterparties of the Foundation, who have accepted this Policy by entering a written agreement with the Foundation that expressly refers to this Policy.  
  3. Compliance Officer. The Foundation’s legal counsel or other designated individual (“Compliance Officer”) is responsible for the implementation of this Policy. Unless otherwise stated, the Compliance Officer has authority to make all decisions and determinations under this Policy.
  4. Questions About this Policy. If any questions arise with respect to the application of this Policy, before you engage in a transaction involving Digital Asset, ask a Compliance Officer.
  5. Reporting Violations. Covered Persons have an obligation to report known or suspected violations of this Policy to the Compliance Officer in an expeditious manner.
  6. Consequences of Non-compliance with this Policy. Covered Persons who violate any portion of this Policy are subject to disciplinary action by the Foundation, which may include termination of employment depending on the circumstances as determined by the Foundation in its discretion. Covered Persons may also be subject to criminal or civil liability for violating applicable laws or regulations.