(a) Problem the project solves

Billions of people in emerging markets need to move between local fiat and stablecoins. Centralized ramps custody user funds and can freeze accounts, censor users, expose personal data to governments, or shut down entirely. Existing peer-to-peer platforms lack on-chain accountability, violate user privacy, settle disputes off-chain, and suffer high fraud. On platforms such as Binance P2P, nearly one in three participants report experiencing scams. The result is high fraud, poor reliability, and no path to composability.

(b) Operational priorities

The P2P Protocol operates on transaction-fee revenue with no token emissions or inflationary incentives. Ongoing development and operations are funded through protocol revenue and the treasury allocation approved by token-holder governance. A community of Circle Admins, merchants, and stakers maintains the network under token-holder oversight, with the Foundation providing non-custodial administrative support during the progressive-decentralization phase.

(c) High-level project overview

The P2P Protocol is a live, revenue-generating, non-custodial fiat-to-stablecoin on/off-ramp. A user initiates a buy or sell order and the protocol assigns a merchant on-chain based on staked USDC. The merchant provides fiat liquidity on local payment rails such as UPI, PIX, QRIS, ALIAS, SPEI, and Pago Movil. Settlement, matching, dispute windows, and fee routing execute on-chain with no backend server or personal data retention. Fraud prevention relies on the Proof-of-Credibility system, which combines ZK-TLS social verification, on-chain Reputation Points, and tier-based transaction limits. Operations are decentralized through Circles of Trust, community-backed groups of merchants operated by Circle Admins who stake $P2P tokens.

(d) Primary token functions

The $P2P token enables four functions: 1. Decentralized governance. Token holders vote on fees, limits, merchant rules, and treasury allocation through MetaDAO futarchy. 2. Trust staking (“Circles of Trust”). Token holders stake $P2P on merchant liquidity pools to attest to operator quality and earn a share of transaction fees. 3. Governance-directed treasury. 20% of protocol revenue is directed to an on-chain treasury governed by token-holder vote. 4. Censorship resistance. Decentralized ownership ensures no single operator can shut down the protocol.

(e) Control surface reliance

The Foundation currently holds administrative authority over smart-contract upgrades and emergency pause, executed via a single Foundation-controlled EOA (0x42AF7b2453cdbFDf51A1cE4238b514f5128cFBfE on Base), verifiable as the owner() of the Diamond at 0x4cad6eC90e65baBec9335cAd728DDC610c316368. Treasury custody is held by Open Horizons Foundation and managed through the Futarchy Management System (FMS), not by this EOA. Control transitions across three phases: - Phase 1 (Months 0-3 post-TGE): Foundation admin EOA controls upgrades and pause. Migration of upgrade authority to a multisig or timelock is planned during this phase. - Phase 2 (Months 3-12 post-TGE): Token-holder voting activates for non-critical parameters via MetaDAO futarchy. Foundation retains emergency pause. - Phase 3 (Month 12+ post-TGE): Full DAO control. Foundation reduced to administrative and compliance role. Foundation veto authority sunsets. Target TGE date: March 2026. All phase transitions are on-chain and publicly auditable.

Score: Incomplete

All team members listed below contribute to the P2P Protocol under pseudonymous identities used for public communications and filings. Underlying KYC information is retained by the Foundation and available to regulators or exchanges under appropriate confidentiality arrangements. Labs / DevCo Team size: 25 members across engineering, operations, growth, legal, and core functions. DAO / On-chain Governance Leadership DAO governance exists as a structure but has no appointed individual leaders. Governance is exercised collectively by $P2P stakers via MetaDAO futarchy, which activates in Phase 2 (Month 3 post-TGE, target March 2026 + 3 months). Voting weight is 1 vote per 1 staked $P2P. Delegation is permitted and token holders may delegate voting power to trusted parties. There are no appointed DAO president, director, or officer roles. Labs/DevCo

DAO/Onchain Governance

(a) IP ownership and control

All IP (protocol codebase, Diamond-pattern smart contracts, trademarks, brand assets, and domain rights) is owned by Open Horizons Foundation (Panama). Control of the IP, including decisions on licensing, upgrades, and transfer, is exercised through the Futarchy Management System (FMS). Under the FMS, token holders collectively direct Foundation action on IP matters, and the Independent Director implements resulting decisions in a fiduciary capacity. The codebase is open-source and publicly mirrored. Trademark rights for “P2P.me” and related marks are held by the Foundation and licensed to the DevCo (Fair Fractal Corporation) for product operation under a services and licensing agreement executed under FMS oversight.

(b) Contract / admin powers

At TGE: - Pause and upgrade authority: Foundation-controlled EOA at0x42AF7b2453cdbFDf51A1cE4238b514f5128cFBfE on Base (owner of Diamond0x4cad6eC90e65baBec9335cAd728DDC610c316368). Migration to a multisig or on-chain timelock is planned during Phase 1. - Treasury custody: Held by Open Horizons Foundation and managed via the Futarchy Management System (FMS). Not controlled by the Foundation admin EOA. - Governance executor: Foundation admin EOA during Phase 1. Transitions to on-chain timelock controlled by token-holder vote in Phase 2. - Method of authority: EOA transaction signing during Phase 1. Phase 2 moves non-critical parameters to token-holder simple majority with 7-day timelock. Phase 3 moves all parameters to futarchy governance.

(c) Locked-token rights (conditional)

Staking $P2P unlocks: - Voting rights (1 staked $P2P = 1 vote, activated in Phase 2+). - Eligibility to operate or delegate within Circles of Trust and earn a share of transaction fees. - Juror eligibility for dispute resolution (minimum RP threshold set by governance, currently 2,000 RP). Locked (unvested) tokens cannot be staked, cannot vote, and cannot earn fee share.

(d) Value accrual and holder rights

Token-holder rights: - 20% of protocol revenue is contributed to the treasury and governed by token-holder vote via MetaDAO futarchy. Governance may direct treasury use toward buy-and-burn, grants, ecosystem development, or other uses as approved. - Token holders who stake on Circles of Trust receive a share of that Circle’s transaction-fee flow, denominated in stablecoin. The remaining 80% of protocol revenue is routed to network operators (merchants, Circle Admins, delegators, insurance pools). - Token holders direct treasury allocation above a governance-set threshold (currently $100,000 equivalent). - Token holders approve smart-contract upgrades and parameter changes.

(e) Dissolution authority

Dissolution of the DAO or wind-down of the protocol requires a supermajority (>66%) token-holder vote via MetaDAO futarchy with a 7-day timelock. The Foundation retains a residual dissolution authority during Phase 1 that sunsets in Phase 3.

(a) Entity

Open Horizons Foundation, a Panama Private Interest Foundation registered under the laws of the Republic of Panama. Registered office: Office 317, PH Century Tower, Betania, Panama. Administered under an Independent Director, with governance exercised through the Futarchy Management System (FMS). The Foundation is the primary Foundation entity, holds 100% of Fair Fractal Corporation (the Token Issuer), and manages the protocol treasury (including protocol-controlled token allocations) via the FMS. The Foundation itself is not the token issuer. Token issuance is conducted by Fair Fractal Corporation (see Section 5).

(b) IP ownership and control. Open Horizons Foundation owns all protocol IP

the protocol codebase, the Diamond-pattern smart contracts deployed on Base (contract address0x4cad6eC90e65baBec9335cAd728DDC610c316368), the trademarks “P2P.me” and related marks, the “Coins.me” consumer-app brand, and the p2p.foundation domain and related brand assets. Control of this IP is exercised through the Futarchy Management System (FMS), under which token holders direct Foundation action and the Independent Director executes in a fiduciary capacity. The Foundation 100% owns Fair Fractal Corporation (Panama), which operates the platform interface (GUI Distributor) and acts as Token Issuer under a services and licensing agreement.

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

At TGE, the Foundation operates upgrade and emergency-pause authority through a single Foundation-controlled EOA (0x42AF7b2453cdbFDf51A1cE4238b514f5128cFBfE on Base). Protocol treasury assets (including protocol-controlled $P2P tokens and treasury-allocated revenue) are held by Open Horizons Foundation and managed through the Futarchy Management System (FMS), under which token holders direct treasury action and the Independent Director executes resulting decisions. During Phase 1 (Months 0-3 post-TGE), migration of upgrade authority to a multisig or timelock is planned. During Phase 2 (Months 3-12 post-TGE), the Foundation retains emergency-pause authority but passes non-critical parameter control to token-holder governance via FMS. By Phase 3 (Month 12+ post-TGE), all parameter control and upgrade authority transfer to FMS governance. The Foundation’s residual role is administrative and compliance support. Method of authority during Phase 1: EOA transaction signing. Phase 2 and Phase 3 method: on-chain timelock executed by FMS outcome.

(d) Powers over DevCo

The Foundation holds 100% of the shares of Fair Fractal Corporation (the DevCo and Token Issuer) and can direct its business through shareholder resolutions. In practice, DevCo operates under a services agreement that defines scope, deliverables, and compensation. The Foundation does not direct individual employment, hiring, or day-to-day operations of the DevCo.

(e) Contract / admin powers

The Foundation controls a single EOA (0x42AF7b2453cdbFDf51A1cE4238b514f5128cFBfE on Base) that holds the DiamondCutupgrade role and the emergency-pause role for the protocol Diamond at0x4cad6eC90e65baBec9335cAd728DDC610c316368. This EOA does not hold treasury custody. The protocol treasury is held by Open Horizons Foundation and managed via the Futarchy Management System (FMS). The Foundation acknowledges that single-key admin control is a transitional arrangement and has planned migration to a multisig or on-chain timelock during Phase 1. The Foundation does not hold governance-executor authority after Phase 2 activation. Execution passes to the timelock contract governed by FMS token-holder vote.

(f) Current economic arrangements and distribution policies

The Foundation receives no automatic revenue allocation. Protocol revenue is distributed 20% to the governance-controlled treasury and 80% to network operators (merchants, Circle Admins, delegators, insurance pools). The Foundation may receive reimbursement for operating costs from the treasury, subject to governance approval once Phase 2 activates. No governance-approved, contractual, or programmatic dividend, buyback, or distribution currently flows to Foundation equityholders (the Foundation has no equityholders, as Panama foundations are beneficiary-less structures), contributors, or service providers beyond at-cost reimbursement.

(a) Entity

Fair Fractal Corporation, a Panama corporation registered under the laws of the Republic of Panama. 100% owned by Open Horizons Foundation. Administered under directorship arrangements disclosed in Section 2. Fair Fractal Corporation is the Token Issuer for the $P2P token at TGE and operates the GUI Distributor function through the protocol’s user-facing interfaces. As a wholly owned subsidiary, Fair Fractal acts under the FMS-directed instruction of the Foundation for all token-issuance matters.

(b) IP ownership and control. Fair Fractal Corporation operates (but does not own) the

platform interfaces: p2p.me, coins.me, and related merchant applications. Platform codebase is licensed from Open Horizons Foundation under a services and licensing agreement. Fair Fractal holds no subsidiary entities.

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

Fair Fractal Corporation holds no direct governance authority, no treasury custody, no upgrade authority, no pause authority, and no token-administration authority. All protocol-level authority resides with the Foundation (Phase 1-2) and token-holder governance (Phase 2-3). Fair Fractal’s role is limited to operational deployment and maintenance of the user-facing applications.

(d) Powers over Foundation

Fair Fractal Corporation holds no authority over the Foundation. As a 100%-owned subsidiary, Fair Fractal acts under direction of the Foundation i.e. Independent Director.

(e) Contract / admin powers

Fair Fractal Corporation does not hold any smart-contract administrative role on the protocol deployment. Deployment and upgrade keys reside with the Foundation admin EOA (disclosed in Section 4(e)).

(f) Current economic arrangements and distribution policies

Fair Fractal Corporation receives operational funding from Open Horizons Foundation under a services agreement, pricing at arm’s length to cover developer compensation, infrastructure, and operating costs. No governance-approved, contractual, or programmatic mechanism currently routes protocol revenue, treasury assets, or token distributions to Fair Fractal equityholders or contributors beyond the services-agreement fees. Consultant and contractor compensation is funded from the services-agreement budget.

(a) Launch supply totals

Total tokens issued at launch (TGE): 25,800,000 $P2P (fixed supply, no inflation). - Tokens unlocked at launch: 12,900,000 (50.00%). This comprises 10,000,000 public-sale tokens and 2,900,000 liquidity tokens. - Tokens locked at launch: 12,900,000 (50.00%). This comprises 5,160,000 investor tokens (20.00%) and 7,740,000 team tokens (30.00%).

(b) Recipient categories

and use of funds.

Proceeds from the public sale are allocated 1/3 marketing, 1/3 listing and market making, 1/3 liquidity provision.

(c) Initial price per token

The token launches via the MetaDAO public-sale mechanism. The sale is a 4-day commitment window with a funders-accepted cap and pro-rata distribution after preferential allocation for existing protocol users (XP-based tiers 1.5x / 2x / 3x). Final price is set by the ratio of the accepted cap to total committed USDC, and is not a fixed offering price. Target fully diluted valuation for the public sale: $20M. See the preferential-allocation formula atcoin/preferential_allocation.md for sub-step mechanics.

(d) Ticker / market symbol

Ticker: $P2P. The token is a standard SPL token on Solana (planned) and ERC-20 on Base (current deployment pending Base TGE).

(e) Total supply and supply regime

Total supply: 25,800,000 tokens, fixed at TGE. The supply regime is fixed with no inflation. Future issuance requires a token-holder governance proposal approved via MetaDAO futarchy. The protocol may direct a portion of revenue toward token buy-and-burn under governance vote, which creates deflationary pressure. No automatic programmatic buyback or burn operates at launch.

(f) Initial vesting / release schedules

Public sale (50% unlocked at launch): Immediately transferable, no lockup. Public liquidity (11.24% unlocked at launch): Deployed to DEX pools at TGE, not subject to individual lockup. Investor tokens (20% locked at launch): 12-month cliff from TGE. After the cliff, tokens unlock in five equal tranches of 20% each at months 12, 15, 18, 21, and 24. Fully vested at month 24. Enforced via on-chain vesting contracts. Locked tokens cannot be staked, cannot vote, and cannot earn fee share. Team tokens (30% locked at launch): 12-month cliff from TGE with no unlock before month 12. After the cliff, tokens unlock in five equal tranches of 20% each at 2x, 4x, 8x, 16x, and 32x ICO price. Each price threshold is measured by a 3-month trailing TWAP on the primary trading venue, evaluated monthly. Team tokens unlock only when the protocol has sustained the target price level for the 3-month TWAP window. Locked team tokens cannot be staked, cannot vote, and cannot earn fee share.

The P2P Protocol does not plan an airdrop at TGE. All launch-phase distribution flows through the public sale (see Section 6) or through the preferential-allocation mechanism, which requires USDC commitment and is not a gratis airdrop. Past protocol users receive a preferential allocation within the public sale at the same valuation as all sale participants, with priority multipliers of 1.5x, 2x, and 3x tied to on-chain Reputation Points (XP tiers). Priority is earned through documented on-chain usage and verified activity (reputation in the system, proof of usage, proof of contribution). The preferential-allocation formula is documented at coin/preferential_allocation.md and will be published in full prior to the sale. The project has not conducted any historical airdrop and does not plan to conduct one at TGE.

The P2P Protocol has no executed market-maker agreements at the time of filing. No native $P2P tokens have been loaned, allocated, or committed to market makers. No cash or fiat retainers have been paid to market makers. Market-making arrangements to support post-TGE liquidity on CEX and DEX venues are under negotiation and will be disclosed in an updated filing prior to execution.

The P2P Protocol has no executed CEX or DEX listing agreements at the time of filing. No native $P2P tokens have been committed as listing fees or listing allocations. No exchange partnerships are currently in force. Listings on centralized and decentralized exchanges are under negotiation for post-TGE execution and will be disclosed in an updated filing prior to activation. The initial DEX deployment at TGE uses the 2,900,000-token public-liquidity bucket (Section 6) paired against USDC, with no fee paid to any exchange operator.

Total capital raised across pre-TGE rounds: $2,330,000 ($80,000 + $350,000 + $1,400,000 + $500,000). No OTC sales and no discounted market-maker sales have occurred. All prior fundraising has been conducted through the Panama entity structure (Open Horizons Foundation and Fair Fractal Corporation as Token Issuer).

No exploits or security incidents have affected protocol funds or tokenholders as of 2026-04-24. The P2P Protocol has operated continuously for approximately 24 months of live transaction volume (first fiat-to-stablecoin settlement recorded Q2 2024) with no loss of user or protocol funds, no compromise of smart-contract authority keys, and no security incident that triggered a public post-mortem. The protocol has not issued any refund, remediation, or compensation related to an exploit, because none has occurred.

Regulatory, Legal & Tax Risks Impact of Regulatory Change on TGE and Listings. The $P2P token has been reviewed under the regulatory framework of the Republic of Panama, the jurisdiction of both the Foundation (Open Horizons Foundation) and the Token Issuer (Fair Fractal Corporation). A Panama-law regulatory and securities review has been completed in connection with a Legal Opinion, and findings were remediated in protocol documentation. The token has not been reviewed under, and is not offered into, jurisdictions outside Panama. The token is not available to U.S. persons, nor to residents of other restricted jurisdictions, absent applicable exemption. Evolving regulation in other jurisdictions could nonetheless affect the ability to list on trading venues in those markets, require additional disclosures, or restrict specific user cohorts from participation. Listings on exchanges operating outside Panama are subject to each venue’s independent legal review and may be delayed or declined. Entity-Level Regulatory Impact. Open Horizons Foundation (Panama) and Fair Fractal Corporation (Panama) operate under Panamanian law. Changes to Panama’s regulatory treatment of crypto-asset issuers, foundation structures, or corporate taxation could require changes to entity structure, additional licensing, or in extreme cases restructuring of the issuer. The Foundation is not currently licensed as a Virtual Asset Service Provider (VASP) in any jurisdiction, consistent with FATF guidance that non-custodial peer-to-peer protocols fall outside VASP scope. If FATF guidance or national implementation shifts, the protocol may be required to adopt additional compliance measures or restrict access from specific jurisdictions. Tokenholder Tax Treatment. Tax treatment of $P2P token receipt, staking rewards, Circles of Trust fee-share income, and treasury-distributed airdrops is uncertain in most jurisdictions. Taxable events may include token receipt at TGE, unstaking, receipt of stablecoin yield, and disposals. Tokenholders are solely responsible for determining and meeting their own tax obligations. Neither the Foundation nor the DevCo provides tax advice. Jurisdictional & User Access Restrictions. The protocol enforces the following access restrictions at the interface level: exclusion of U.S. persons, exclusion of persons resident in OFAC-sanctioned jurisdictions, and exclusion of persons subject to applicable United Nations or European Union sanctions. Restrictions are enforced through the p2p.me and coins.me user interfaces and through the MetaDAO public-sale interface. Users attempting to access from excluded jurisdictions may be denied. Jurisdictional restrictions create risk of reduced addressable market and of inconsistent enforcement where users circumvent interface-level controls. Protocol, Technology & Security Risks Bugs and Design Flaws. The protocol is implemented as a Diamond-proxy (EIP-2535) smart-contract system on Base at 0x4cad6eC90e65baBec9335cAd728DDC610c316368. Smart-contract bugs, design flaws, or implementation errors in the core Diamond facets (OrderProcessor, MerchantRegistry, Circles, Rewards), in external dependencies (Chainlink oracles, Reclaim Protocol ZK-proofs), or in future bridges to Solana could result in loss of escrowed funds or temporary protocol unavailability. The protocol holds user funds in escrow only for the duration of an active ramp (typically under 90 seconds), which limits exposure compared to custodial services. A catastrophic smart-contract bug could still result in loss of funds held in transit or in protocol-controlled liquidity pools. Security Measures and Their Limitations. The following security measures are in place or under way: - Completed a scoped smart-contract security review by Coinbase Protocol Security (ProtoSec) under Base’s Free Security Reviews program (https://blog.base.dev/free-security-reviews). Full independent audits remain planned, with firm selection and completion dates to be disclosed in an updated filing. - Post-audit public bug-bounty program of $100,000 to $1,000,000 (scaled by severity) launching after completion of full independent audits. - Diamond-proxy architecture enabling targeted upgrades and emergency pause on individual facets. - On-chain monitoring of protocol invariants and suspicious transaction patterns. Security measures reduce but do not eliminate residual risk. Audits examine code at a point in time and may not detect all vulnerabilities. Bug bounties incentivize disclosure but do not guarantee all vulnerabilities are reported before exploitation. Token Economics, Unlocks & Incentive Risks Critical Economic Assumptions. The protocol’s economic sustainability relies on the following assumptions: - Transaction-fee revenue (approximately 3% take-rate, 1% protocol net) remains sufficient to fund network operators, treasury, and Circle Admin incentives. - Staked $P2P continues to attract Circle Admin operators and delegators at sufficient economic yield. - Liquidity-provider supply (merchants with bank-account and ~$250 capital) continues to scale with user demand, preserving sub-90-second settlement times. - ZK-KYC verification infrastructure (Reclaim Protocol) remains available and secure. If transaction-fee revenue declines materially (through competition, regulatory action reducing user flow, or alternative on-ramp models), operator economics may deteriorate and some Circles may become uneconomic to operate. If the staked value of $P2P declines significantly, Circle operator stake commitments may fall below the protocol minimum and reduce effective merchant capacity. Governance Control over Monetary Policy and Rewards. Token-holder governance via MetaDAO futarchy may, over time, change the following parameters: - Fee structure (user fee, merchant fee, LP payout split). - Treasury allocation and distribution targets (buy-and-burn, grants, development funding). - Staking and slashing rules (minimum stake, slashing percentages, juror thresholds). - Revenue share allocation between merchants, Circle Admins, delegators, and insurance pools. - New currency additions, volume limits, and emergency actions. Such changes require governance approval and are subject to a 7-day timelock before execution. Critical changes (protocol upgrades, treasury allocations above threshold, emergency actions) require supermajority (>66%) approval. Changes approved through the governance process could adversely affect tokenholder economics, Circle operator economics, or merchant economics, and tokenholders should monitor proposals accordingly. No party outside the governance mechanism (including the Foundation and DevCo) has unilateral authority to change monetary-policy or reward parameters once Phase 2 governance activates. Disclaimer: This Token Transparency Filing is prepared by P2P Protocol and is provided for general informational purposes only. Blockworks makes no representations or warranties, express or implied, regarding the accuracy, completeness, or timeliness of the information provided (including any external links to third-party content), and Blockworks is not liable for any errors or omissions in the content or for any actions taken in reliance on this content.