PART II AND III

PART II — OFFERING CIRCULAR

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time an Offering Circular which is not designated as a Preliminary Offering Circular is delivered and the Offering Statement filed with the Commission becomes qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

Preliminary Offering Circular Subject to Completion, Dated November 1, 2017

PROMETHEUM, INC.

Up to $50,000,000 of Ember Warrants

Exchangeable for

Ember Tokens^[*]

Prometheum, Inc. a recently formed Delaware corporation (the “Company”) is offering investors (the “Offering”) the opportunity to purchase Ember Warrants (the “Warrants”) which may be exchanged for, when and if issued, blockchain protocol tokens, which we refer to as “Ember Tokens” which are intended to be used in connection with a blockchain based securities issuance and trading network to be created by the Company (the “Prometheum Network”). The Warrants will be sold at a price of $1.00 per Warrant and each Warrant will be exchangeable to acquire one Ember Token (the “Maximum Amount”). No exercise price will be required to be paid. This Offering is being conducted pursuant to Tier 2 of Regulation A. The Warrants are highly speculative securities, see “Risk Factors” beginning on page 5.

	Price to public		Underwriting discount and commissions(2)		Proceeds to issuer (3)			Proceeds to other persons(4)
Per Warrant(1)	$	1.00	$	0.06	$	0.94	$	(4)
Total Maximum	$	50,000,000.00	$	3,000,000.00(2)	$	47,000,000.00	$	(4)

____________________

(1) Please refer to the section entitled “Securities Being Offered” on page 26 for a description of the Warrants

(2) The Warrants will be offered and sold by our officers and directors who will not receive any direct compensation in connection therewith. However, we reserve the right to engage broker-dealers registered under Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and who are FINRA members to participate in the offer and sale of the Warrants and to pay to such persons, if any, cash commissions of up to 6% of the gross proceeds from the sales of Warrants placed by such persons and agent warrants (“Agent Warrants”) to purchase that number of Warrants equal to 6% of the Warrants placed by such persons. The Agent Warrants shall have an exercise price equal to 110% ($1.10) of the price of the Warrants sold to investors in this Offering and will not be exercisable until one year and a day following their issuance. Please refer to the section entitled “Plan of Distribution” on page 10 for additional information.

(3) We estimate that our total Offering expenses, excluding commissions, will be approximately $200,000. See “Plan of Distribution.”

(4) Upon the successful issuance of the Genesis Offering of Ember Tokens, we intend to transfer the Prometheum Network to the Prometheum Foundation, which is a yet to be formed entity, along with any remaining net proceeds from this Offering which will be used to provide the Prometheum Foundation with operating capital and a reserve source.

Prometheum, Inc.

120 Wall Street

New York, NY 10005

(212) 514-8369

www.prometheum.info

The date of this Offering Circular is [˜], 2017

The information contained on our website is not incorporated by reference into this Offering Circular, and you should not consider information contained on our website to be part of this Offering Circular.

The Offering will be made on “best-efforts” continuous basis as provided by Rule 251(d)(3)(i)(F) of Regulation A. We expect to commence the sale of the Warrants within two days of the date on which the Offering Statement of which this Offering Circular is a part (the “Offering Statement”) is qualified (the “Qualification Date”) by the United States Securities and Exchange Commission (the “SEC”). There is no minimum amount of Warrants that we must sell in order to conduct a closing in this Offering. The minimum amount that must be purchased by each investor is 1,000 Warrants.

This Offering will terminate on the earlier of (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us in our sole discretion (collectively, the “Termination Date”). There is no escrow established for this Offering. We will hold closings periodically following the receipt of investors’ subscriptions and acceptance of such subscriptions by us. If, on the initial closing date, we have sold less than the Maximum Amount, then we may hold one or more additional closings for additional sales, until the earlier of: (i) the sale of the Maximum Amount or (ii) the Termination Date. There is no aggregate minimum requirement for the Offering to become effective, therefore, we reserve the right, subject to applicable securities laws, to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, development expenses, offering expenses and other uses as more specifically set forth in this Offering Circular (“Offering Circular”).

As soon as possible after the issuance of the Warrants, we intend to apply to have the Warrants listed for trading on the over-the-counter market operated by OTC Markets Group Inc. (the “OTCQB”). For more information see “Plan of Distribution”.

We are currently in the process of developing the Prometheum Network and the Ember Tokens and expect to launch the Prometheum Network and conduct the sale of the Genesis Offering of Ember Tokens within the next 12 to 24 months. We refer to the initial public offering of Ember Tokens as the “Genesis Offering.” Prior to the Genesis Offering, we intend to apply the proceeds of this Offering to the development and build out of our Prometheum Network.

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, the Company encourages you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, the Company encourages you to refer to www.investor.gov.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any Offering Circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

This Offering Circular is following the disclosure format of Part II of Form 1-A.

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS	ii
SUMMARY	1
RISK FACTORS	5
PLAN OF DISTRIBUTION	10
USE OF PROCEEDS	12
DESCRIPTION OF BUSINESS	13
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	24
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	25
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS	25
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	26
CONFLICTS OF INTEREST	26
SECURITIES BEING OFFERED	26
LEGAL MATTERS	28
EXPERTS	28
WHERE YOU CAN FIND MORE INFORMATION	28
PART F/S FINANCIAL STATEMENTS	F-1
INDEX TO EXHIBITS
SIGNATURES
Exhibit A – Prometheum, Inc. Position Paper
Exhibit B – Prometheum’s SEC No Action Request
Exhibit C – Economic Model

We are offering to sell, and seeking offers to buy, our Warrants only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of Warrants. Neither the delivery of this Offering Circular, nor any sale or delivery of Warrants shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the Federal securities laws.

In this Offering Circular, unless the context indicates otherwise, references to “we,” “us,” “our,” and “Company” refer to Prometheum, Inc.

The Warrants offered hereby, and the Ember Tokens or Common Stock which may be acquired pursuant to Warrants are highly speculative securities. Investing in such securities involves significant risks. You should invest in such securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page 5.

FORWARD LOOKING STATEMENTS

Some of the statements in this Offering Circular constitute forward-looking statements. These statements relate to future events or our future financial performance, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “proposed,” “yet,” “assuming,” “may,” “should,” “expect,” “intend,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “will,” and similar words or phrases or the negative or other variations thereof or comparable terminology. All forward-looking statements are predictions or projections and involve known and unknown risks, estimates, assumptions, uncertainties and other factors that may cause our actual transactions, results, performance, achievements and outcomes to differ adversely from those expressed or implied by such forward-looking statements.

You should not place undue reliance on forward-looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors that you should consider in evaluating the Company’s forward-looking statements. These factors include, among other things:

● The lack of any existing centralized marketplace for securitized tokens;

● Our ability to implement our proposed Prometheum Network business plan;

● National, international and local economic and business conditions that could affect our business;

● Markets for our Warrants and the Ember Tokens, if and when the Genesis Offering is successfully completed;

● Our cash flows or lack thereof;

● Our operating performance;

● Our financing activities;

● General market conditions effecting blockchain technology based securities;

● Industry developments affecting our business, financial condition and results of operations;

● Our ability to compete effectively; and

● Governmental approvals, actions and initiatives and changes in laws and regulations or the interpretation thereof, including without limitation tax laws, regulations and interpretations by the SEC, States and self regulatory organizations, including without limitation, FINRA.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future plans, transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements in order to update its forward-looking statements beyond the date of this Offering Circular.

SUMMARY

The following summary highlights selected information contained in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in the Warrants. You should carefully read the entire Offering Circular, including the risks associated with an investment in the Company’s securities discussed in the “Risk Factors” section of this Offering Circular beginning on page [5].

The Business of the Company

Overview

On July 25, 2017, the SEC, issued an investigative report that found that tokens offered and sold by a virtual organization known as The DAO were securities and therefore subject to the Federal securities laws. The SEC’s Report confirmed that issuers of distributed ledger or blockchain technology-based securities, referred to as Initial Coin Offerings or ICO’s, must register public distributions, offers and sales of such securities, which we refer to as “Token Securities,” under the Federal securities laws, unless a valid exemption to registration applies. The Report also stated that those participating in unregistered offerings may also be liable for violations of the securities laws, unless they are exempt, and that securities exchanges providing for trading in Token Securities must register.

Our business plan consists of two phases. The first phase will be to develop and launch a blockchain technology-based differentiated platform designed to address the regulatory, legal, and liquidity challenges faced by others in the tokenized securities market, which we refer to as the “Prometheum Network,” that will allow issuers seeking to raise capital through the creation and distribution of Token Securities to conduct their ICO’s in a securities law compliant way. In the second phase, we intend to create the infrastructure necessary to allow for after-market trading and processing of Token Securities.

The contemplated Prometheum Network vision consists of the following:

• An independent, yet to be formed foundation (the “Prometheum Foundation”), which ultimately will be responsible for the oversight and day-to-day management of the Post-Genesis Offering Prometheum Network.

• A broker-dealer alternative trading system (the “Broker-Dealer/ATS”), which will be either created or purchased by us and ultimately be beneficially owned by the Prometheum Foundation, which will allow for compliant purchasing, trading, clearing and processing of Token Securities through a decentralized securities smart contract network.

• A decentralized securities smart contract network which will include procedures and algorithms for (i) digital securities account formation (which will include AML and know your customer protocols), (ii) digital securities issuances, or ICO’s, (iii) distribution of digital securities, (iv) secondary trading, and (v) clearing and settlement of transactions.

• Ember Token miners/validators.

See the Prometheum, Inc. Position Paper attached hereto as Exhibit A.

Ember Tokens

We intend to use what we refer to as “Ember Tokens” as the energy source of the Prometheum Network. We are planning on conducting an ICO for the Ember Tokens (the “Genesis Offering”) which upon closing will commence the launch of the Prometheum Network. Following the Genesis Offering, the value of Ember Tokens will be determined by supply and demand. It will be the responsibility of the Prometheum Foundation to carefully manage the supply of Ember Tokens, if and when issued, through the use of policy and quantitative tools. We believe that if and when the Genesis Offering of Ember Tokens is issued, demand will be affected by many factors including, but not limited to, the following:

· regulatory compliance;

· secondary market liquidity, if any;

· Prometheum Network utilization;

· public perception;

· the market for Token Securities;

· Mainstream interest in the crypto markets

· Prometheum’s Federal securities law compliant groundwork; and

· Prometheum’s technology innovation, which combines mainstream operational and compliance infrastructures to next generation, distributed, blockchain-based networks, security, and technology.

We believe that careful control over the supply of Ember Tokens combined with what we believe will be increasing demand for Ember Tokens will provide significant future price support for the Prometheum Network’s Ember Tokens.

Timing

Proceeds from this Offering, and from a concurrent Regulation D, Rule 506(c) offering that we are conducting, will be used to fund the creation, development, testing and completion of all of the elements of the Prometheum Network. We expect that this process will take 12 to 24 months. During that time we also intend to finalize a white paper setting forth procedures for processing, mining and validation Ember Tokens, which are intended to be the basis of the Prometheum Network and through which issuers will create their Token Securities.

We expect that during the period from November 2017 to April 2018, our efforts will be focused upon raising funds in the Regulation D offering, initial development efforts and qualification of the Offering Statement of which this Offering Circular is a part and obtaining “no action” relief on our No Action request pending at the SEC, a copy of which is attached to this Offering Circular as Exhibit B. Thereafter, during the one year period from April 2018 to April 2019, assuming the Offering Statement is qualified, we expect to conduct this Regulation A Offering and to continue developing the Prometheum Network, hiring personnel and developing the Ember Token blockchain. Thereafter, in or around November 2019, we hope to launch the Prometheum Network and conduct the Genesis Offering.

Assuming we are successful in launching the Prometheum Network, we intend to conduct a Genesis Offering of Ember Tokens, pursuant to a public offering registered under the Securities Act of 1933 (the “Securities Act”), as amended, to transfer all responsibility for oversight of the Prometheum Network to the yet to be formed Prometheum Foundation.

Our Company

We are a recently incorporated Delaware corporation formed for the purpose of creating the Prometheum Network, which we intend to be constructed within the framework of Federal and State securities laws through which (i) issuers desiring to issue Token Securities will have access to investors desiring to purchase such securities, and (ii) investors owning blockchain based securities may sell or trade such securities for other blockchain based securities, virtual currencies or fiat currencies.

Our principal offices are located at 120 Wall Street, New York, New York 10005, and our phone number is (212) 514-8369. Our Internet address is www.prometheum.info.

THE OFFERING

The following is a summary of the principal terms of this Offering, but is not intended to be complete.

Issuer	Prometheum, Inc., a Delaware corporation.
Securities offered	Warrants exchangeable for Ember Tokens, when and if issued.
Offering Amount	We are offering up to $50,000,000 of Warrants (the “Maximum Amount”) which shall be exchangeable for up to a maximum of 50,000,000 Ember Tokens.
Offering price	$1.00 per Warrant.
Exchange of Warrants For Ember Tokens	Assuming the successful completion of the Ember Token Genesis Offering, each Warrant shall be exchangeable for one Ember Token.  If the Ember Token Genesis Offering is not successfully completed, then our board of directors may direct that the Warrants shall be converted to shares of our Common Stock.  See “Securities Being Offered” on page 26.
Commencement of the Offering	We expect to commence the sale of the Warrants within two days following the Qualification Date.  There is no minimum amount of Warrants that we must sell in order to conduct a closing in this Offering.  The minimum amount that must be purchased by each investor is 1,000 Warrants.
Termination of the Offering	This Offering will terminate on the earlier of (i) one year from the Qualification Date; (ii) the date on which the Maximum Amount is sold, or (iii) the date that the Offering is earlier terminated by us, in our sole discretion.
Closings	There is no escrow established for this Offering. We will hold closings upon the receipt of investors’ subscriptions and acceptance of such subscriptions by us. If, on the initial closing date, we have sold less than the Maximum Amount, then we may hold one or more additional closings for additional sales, until the Termination Date. There is no aggregate minimum requirement for the Offering to become effective, therefore, we reserve the right, subject to applicable securities laws, to begin applying “dollar one” of the proceeds from the Offering towards our business plan, development expenses, offering expenses and other uses as more specifically set forth in this Offering Circular.
Plan of Distribution	The Warrants will be offered and sold solely to “Qualified Purchasers” (as defined in Rule 256 of Regulation A), by our officers and directors.  Our officers and directors will not receive any direct compensation for sales of our Warrants.  However, we reserve the right to engage broker-dealers registered under Section 15 of the Exchange Act (“Selling Agents”), and who are FINRA members to participate in the offer and sale of the Warrants and to pay to such Selling Agents, if any, cash commissions of up to 6% of the gross proceeds from the sales of Warrants placed by such Selling Agents and agent warrants (“Agent Warrants”) to purchase that number of Warrants equal to 6% of the Warrants placed by such persons.  The Agent Warrants shall have an exercise price equal to 110% ($1.10) of the price of the Warrants sold to investors in this Offering and shall be exercisable commencing one year and one day after issuance.  Our directors, officers, employees and affiliates (as defined in the Securities Act) may, but have no obligation to, purchase Warrants in the Offering and all such Warrants so purchased shall be counted toward the Maximum Amount.
How to Subscribe	To subscribe for Warrants, complete and execute the Subscription Agreement accompanying this Offering Circular and deliver it to us before the Termination Date, together with full payment for all Warrants subscribed in accordance with the instructions provided in the Subscription Agreement.  Once you subscribe, subject to acceptance by us, your subscription is irrevocable.  We have the right, at any time prior to the issuance of the Warrants, to reject subscriptions in our sole discretion.
Concurrent offering:	We are conducting a concurrent private placement to accredited investors of up to 30,000,000 of Warrants at a price of $0.50 per Warrant in reliance on Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).  The Warrants sold in the private placement will have the same rights as those being sold in this Offering and shall be exchangeable to receive 30,000,000 Ember Tokens, which will be subject to restrictions on resale.
Use of proceeds	We intend to use the net proceeds of this Offering for the development of the Prometheum Network including, retaining necessary personnel, creating and funding the Prometheum Foundation, the creation or acquisition of the Broker-Dealer/ATS, obtaining technology and/or licenses and launching the Ember Tokens.  See “Use of Proceeds.”
Proposed U.S. Trading	We intend to file an application to have the Warrants quoted on the OTCQB at such time as determined by management after we hold the initial closing.
Risk factors	You should read the “Risk Factors” section of, and all of the other information set forth in, this Offering Circular to consider carefully before deciding to purchase any Warrants in this Offering.

RISK FACTORS

The investment described herein is highly speculative and involves a high degree of risk of loss of all or a material portion of an investor’s entire investment. Our proposed Prometheum Network is in the planning stage and the Ember Tokens which we propose to be the basis of such network have not been created and may never be created. Prospective investors should give careful consideration to the following risk factors in evaluating the merits and suitability of an investment in the Warrants. The risks and conflicts set forth below are not the only risks and conflicts involved in an investment in the Company. You should carefully consider the following risk factors as well as other information contained in this Offering Statement, this Offering Circular and the exhibits to the Offering Statement in which this Offering Circular has been filed with the SEC, before deciding to make an investment in the Company.

Risks Related to the Company’s Business

We were incorporated in September, 2017 for the purpose of developing the Prometheum Network and have a limited operating history upon which you can evaluate our prospects, and accordingly, our prospects must be considered in light of the risks that any new company encounters.

We were incorporated under the laws of Delaware on September 18, 2017 and our operations to date have consisted of planning and modeling our Prometheum Network, establishing relationships with potential service providers and preparing necessary documents and filings in order to implement the Prometheum Network as currently conceived. Accordingly, we have no operating history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with a new enterprise. The likelihood of our creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the inception of a business operating in a relatively new, highly competitive, and developing industry. We anticipate that our operating expenses will increase for the near future. There can be no assurance that we will ever generate any operating activity or develop and operate the Prometheum Network. You should consider our proposed business, operations and prospects in light of the risks, expenses and challenges faced by an early-stage company.

The Genesis Offering of Ember Tokens may never occur in which case holders of Warrants will receive Common Stock for their Warrants.

The proposed Genesis Offering of Ember Tokens is contingent upon the successful creation and launch of the Prometheum Network, which is subject to a number of risks and uncertainties, including, but not limited to, the successful creation or acquisition of the Broker-Dealer/ATS and completion of necessary programming to enable a smart contract based securities issuance and trading system. Accordingly, the Prometheum Network may not ever launch as currently envisioned, or ever. If the Prometheum Network does not launch, then the Genesis Offering of the Ember Tokens will not take place. If there is not a Genesis Offering, our management and board of directors will have the discretion to convert all outstanding Warrants into that number of shares of Common Stock equal to 35% of our issued and outstanding Common Stock on a fully diluted basis following the conversion, assuming the sale of the Maximum Amount of Warrants. If less than the Maximum Amount of Warrants is sold, then the number of shares of Common Stock issuable upon conversion will be ratably reduced. The exchange of Warrants for our Common Stock is intended to be a fail safe in the event that regulatory or market conditions, in the discretion of the board of directors, renders the Genesis Offering not practical. Accordingly, investors in this Offering should be aware of the risk that the Warrants they acquire may not be exchangeable to receive Ember Tokens but rather may be automatically converted into shares of our Common Stock in the discretion of our board of directors.

We intend to use the proceeds of this Offering to develop the Prometheum Network and there is a risk that competitors may develop and launch alternative decentralized blockchain based securities networks prior to the completion and launch of the our Prometheum Network.

Following the completion of this Offering there is a risk that competitors may develop and launch alternative blockchain based securities networks, offering functionality similar to what we are proposing, prior to the development and launch of the initial version of our Prometheum Network. These alternative networks may also be Ethereum-based networks using same open source code and open source protocol which we intend to use. The launch of any such networks could make it more difficult for our Prometheum Network to gain market acceptance if and when launched which could have a material adverse effect on our prospects and the prospects of the Prometheum Network.

Our proposed Prometheum Network and our Ember Tokens are in the development stage and are new untested concepts that may not achieve market acceptance.

Our concept of creating a blockchain based Token Securities issuance and trading network based on our Prometheum Network and Ember Tokens is new and is currently in the planning stages. There can be no assurance that our proposed Prometheum Network will be operational, or if it does become operational, that it will achieve market acceptance. Investors acquiring Warrants will bear the risks of investing in a novel untested type of securities transaction that will trade exclusively on a novel type of trading platform and be subject to a number of unusual restrictions, as well as the risks of investing in our business. Any failure of the Prometheum Network, the Broker-Dealer/ATS or the Ember Tokens to perform as expected will have a material adverse effect on our prospects.

The crypto securities market in which we intend to compete is subject to rapid innovation and change and there is a risk that changes or innovations in the crypto securities market may occur while we are developing our Prometheum Network and Ember Tokens which could render our business model and technology obsolete.

Since its inception, the distributed ledger technology market in general and the crypto securities market have been characterized by rapid changes and innovations and are constantly evolving. As a result, there is a risk that during the time that we are developing our Prometheum Network and Ember Tokens, there may occur changes or innovations which may render our proposed business model and technology obsolete. If we are not able to adapt to such changes or innovations, we may not be able to generate sufficient interest in our Prometheum Network or Ember Tokens, if any, which would have a material adverse effect on our prospects.

The proposed Prometheum Network and Ember Tokens may be vulnerable to hackers and cyber attacks.

The proposed Prometheum Network and Ember Tokens are internet-based, which makes us vulnerable to hackers who may access the data of investors in this Offering, purchasers of Ember Tokens and users of the Prometheum Network. Further, any significant disruption in our operations, our Ember Tokens or the Prometheum Network could cause investors and potential users to lose trust and confidence in us and our business, which could result in our having to cease operations. In addition, we intend to rely on third-party technology providers to provide us with the various elements of our proposed Prometheum Network and technology. Any disruptions of services or cyber attacks on our third party technology providers could harm our reputation and materially and negatively impact our prospects.

Our business model is dependent on continued investment in and development of distributed ledger technologies.

Our business model is dependent on continued investment in and development of distributed ledger technologies. If as a result of regulatory changes, hackers, general market conditions or innovations, investments in distributed ledger technologies become less attractive to investors or innovators and developers, it could have a material adverse impact on our prospects and possibly our ability to continue our developmental operations. It is not possible to accurately predict the potential adverse impacts on us, if any, of current economic conditions on our prospects.

We expect to face significant competition.

Through our proposed Prometheum Network and Ember Tokens, we hope to facilitate online capital formation through the issuance and trading of Token Securities. Though we believe that that this is a novel concept, we believe that we will be in competition with a variety of competitors in the market as well as likely new entrants. Some of these new entrants could follow a regulatory model that is different from ours which might provide them with competitive advantages over us. New entrants could include those that may already have a foothold in the securities industry, including some established broker-dealers. Further, we may have to compete with a number of market participants, including alternative trading systems, traditional venture capitalists, and crowdfunding platforms. Some competitors and future competitors may be better capitalized than us or have greater resources than us which could give them a significant advantage in marketing and operations.

In order for us to implement our plan of operation and to create the Prometheum Network, we must identify, recruit, retain and develop the necessary personnel who have the needed technological background and experience.

In order for us to implement our business plan, we need to identify and recruit highly qualified personnel with backgrounds in developing distributed ledger technology applications and who have skills required for developing and managing developmental stage businesses. We believe that we will face intense competition for personnel. If we are not able to identify and recruit the necessary personnel to implement our business and launch the Prometheum Network, we may not have a successful Ember Token Genesis Offering and investors may lose all or most of their investments.

We have not identified all the persons that we will need to engage to provide services and functions critical to the development of the Prometheum Network and no assurance can be given that we will be able to engage the necessary persons on acceptable terms, if at all.

The Prometheum Network is in its developmental stage and we have not identified all the persons that we will need to engage to provide services and functions critical to the development of the Prometheum Network. We cannot assure that we will be able to engage persons with the necessary expertise on terms acceptable to us if at all. Further, there can be no assurance given that if we are able to engage such service providers that they will be able to provide the services and functions meeting our specifications and requirements. If we fail to identify and engage such service providers, or if the providers fail to meet our specifications and requirements, it could have a material adverse effect on our ability to develop and launch the Prometheum Network and successfully conduct the Genesis Offering of the Ember Tokens.

Risks Related to this Offering, the Warrants and the Ember Tokens

Since the Offering is being conducted on a “best-efforts” basis with no minimum amount required to be sold before any closing, we may not raise sufficient funds in this Offering for us to implement the creation and development of the Prometheum Network.

Other than the minimum individual investment amount of $1,000 (1,000 Warrants), there is no minimum amount of Warrants that must be sold in the Offering before we can hold a closing and disburse the net proceeds to us. Accordingly, the amount of proceeds we receive through the sale of Warrants in this Offering may be substantially less than the amount we require to implement our business plan. We are relying upon the proceeds from this Offering, and the concurrent Regulation D, Rule 506(c) offering, to fund our business plan for the next 12 to 24 months. If we sell less than the Maximum Amount, we will be required to seek additional funding, which may not be available. If we do not raise sufficient funds in this Offering, or if we are not able to obtain additional funding, we may be required to modify or suspend our business plan, which could result in investors losing all or most of their investments.

There is no public market for the Warrants or the securities underlying the Warrants and a public market may never develop.

Prior to this Offering, there has been no public market for the Warrants or the Ember Tokens or Common Stock issuable under certain conditions (see “Securities Being Offered”). We cannot predict the extent to which a market for the Warrants, Ember Tokens or Common Stock will develop or be sustained after this Offering, or how the development of such a market might affect the market price of such securities. The initial offering price of the Warrants in this Offering was determined by our management based upon factors relating to the estimated pricing of the proposed Ember Tokens and is not in any way indicative of our actual value, the value of the Ember Tokens, if and when issued, or our Common Stock following the completion of this Offering. Investors may not be able to resell their Warrants at or above the initial offering price, if at all.

At such time as determined by our management after the initial closing of this Offering we intend to contact market makers and apply to have the Warrants quoted on the OTCQB. The OTCQB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB does not have any listing requirements per se; to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for or continue quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings may be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot assure that our OTCQB application will be accepted or approved and the Warrants listed and quoted. As of the date of this Offering Circular, there have been no discussions or understandings between us or anyone acting on our behalf, with any market maker regarding participation in a future trading market for the Warrants. If we are not able to list the Warrants, we intend to apply to have such securities listed on the OTC Pink marketplace, an interdealer quotation system. There is no assurance that the Warrants will be listed on the OTC Pink marketplace and that such application, if filed, will be accepted. If no market ever develops for the Warrants, it will be difficult for investors to sell any Warrants purchased in this Offering. In such a case, investors may find that they are unable to achieve any benefit from their investment or liquidate the purchased Warrants without considerable delay, if at all. In addition, if the Warrants fail to be quoted on a public trading market, they will not have a readily discernable quantifiable value and it may be difficult, if not impossible, to ever resell the Warrants, resulting in investors not being able to realize any value from their investments.

The Ember Tokens are not expected to be created until at least 12 to 24 months after the date of this Offering Circular. The Ember Tokens may never be created, and if created, a public market for the Ember Tokens may never develop.

The Ember Tokens are not expected to be created until at least 12 to 24 months after the date of this Offering Circular, and, if they are created, a public market for the Ember Tokens may never develop. If the Ember Tokens are not created, the Warrants may be mandatorily converted into shares of our Common Stock, which may have little or no value, which in turn would result in the Warrants having little or no value. Further, even if the Ember Tokens are created and launched, a public market for the Ember Tokens may never develop, which in turn would cause the Warrants to have little or no value. We cannot predict the extent to which an active market for any such securities will develop or be sustained after this Offering, or how the development of such a market might affect the market price of such securities.

We may not receive necessary regulatory approvals to operate our Prometheum Network.

We believe that prior to launching our Ember Tokens and Prometheum Network, we will require regulatory approvals, or “no action” clearance, from the SEC and possibly State securities regulators. If we are unable to obtain these regulatory approvals or “no action” clearances, we may have to reconfigure our Prometheum Network or Ember Tokens so that they satisfy regulatory requirements and if we cannot obtain the necessary approvals, we may not be able to launch our Ember Tokens, in which case investors could lose all or most of their investments.

There is no assurance that investors in this Offering will receive a return on their investment.

There is no assurance that investors will realize a return on their investments or that their entire investments will not be lost. For this reason, each investor should carefully read our Offering Statement, this Offering Circular and the exhibits to the Offering Statement in which this Offering Circular has been filed with the SEC, and should consult with their own attorney and business advisor prior to making any investment decision with respect to the Ember Tokens and the Warrants.

Our management will have broad discretion over the use of the net proceeds from this Offering.

Our management intends to use the net proceeds from this Offering to create and develop the Prometheum Network, to fund general operations, and for operating capital and reserves. Our management will have broad discretion in the application of the net proceeds and you will have to rely upon their judgment with respect to the use of the net proceeds. Our management may utilize the net proceeds in a manner in which you disagree. The failure by our management to apply these funds effectively could have a material adverse effect on our ability to launch our Prometheum Network and the Ember Tokens. See “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

Once issued, secondary purchases and sales of Warrants may be limited by State Blue Sky laws, which may limit the formation of an active secondary market or prevent the formation of an active secondary market.

Since we do not currently intend to list the Warrants on a national securities exchange, we will be required to comply with the Blue Sky laws for each State in which secondary trading is to occur. The State Blue Sky filing process can be time consuming and there can be no assurance that we will be able to successfully obtain Blue Sky clearance in all the States where investors reside. Investors residing in States where we have not received Blue Sky clearance will have limited ability to resell their Warrants in or from those States.

Warrant holders that acquire yet to be issued Ember Tokens face the risk of unauthorized access to their Wallet Account and may lose access to their Ember Tokens if they lose their Wallet Account or Password

Warrant holders that acquire yet to be issued Ember Tokens will be subject to the risk of unauthorized third parties gaining access to their Wallet Account through security breaches which could enable such third party to download the Wallet Account and potentially access the Wallet Account by deciphering or cracking the holder’s password. In such event the holder may lose access to any Ember Tokens held in the Wallet Account and lose their entire investment. Further, if a holder does not maintain an accurate record of the holder’s password and losses the password to the Wallet Account, the holder will lose access to the Ember Tokens held in the Wallet Account, and, as a result, lose his or her investment.

The Ethereum blockchain upon which we intend to base our Ember Tokens is subject to the risk of mining attacks.

As with other distributed ledger technologies, we believe that the Ethereum blockchain which we intend to use as the basis for our Ember Tokens is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to the Ethereum blockchain, expected proper execution and sequencing of ETH transactions, and expected proper execution and sequencing of contract computations, which could have an adverse effect on the value of our Ember Tokens. Although we believe that EthSuisse intends to limit the risk of mining attacks by creating a blockchain proof-of-work security algorithm using a unique implementation of a GHOST-like protocol and possibly an implementation of hybrid proof-of-stake that could reduce the risk of mining attacks, there can be no assurance that such measures will successfully defend against known or novel mining attacks.

Risks Related to the Broker-Dealer ATS Platform

If we have a successful Ember Token Genesis Offering, we intend to have trading data for Ember Tokens written to the blockchain which may make it difficult, if not impossible to correct trading errors in the Ember Tokens.

Since transactions executed through the Broker-Dealer ATS will be recorded in the applicable blockchain in real time, it may be difficult or impossible to correct trading errors that might have been corrected prior to settlement under a typical T+3 system. Consequently, if we have a successful Ember Token Genesis Offering, persons acquiring Ember Tokens must accept the risk that correction of any trading errors may be impossible. The occurrence of any such trading error could have a material adverse effect on any affected holder of Ember Tokens and could reduce investor confidence in our network which would have a material adverse effect on our business.

Distributed ledger technology is relatively new and we believe that the application of distributed ledger technology to securities clearing and settlement is novel to our proposed Prometheum Network and, accordingly, we have limited experience operating such a securities platform.

We have limited experience applying distributed ledger technology to securities clearing and settlement. The creation and operation of a digital system for the public trading of Ember Token based securities utilizing a distributed ledger to enable members of the public to confirm that the blockchain underlying these securities have not been altered are subject to potential technical, legal and regulatory constraints. Any problems we, or the Broker-Dealer/ATS we intend to create or acquire, encounters with the operation of the Broker-Dealer/ATS platform, including technical, legal and regulatory problems, could have a material adverse effect on our business and plan of operations.

Certain of our officers and directors may have a conflict of interest.

Martin H. Kaplan, our Chief Executive Officer and one of our directors is the Managing Member of Gusrae Kaplan Nusbaum PLLC (“GKN”), our counsel. Aaron L. Kaplan, our Chief Operating Officer, Chief Financial Officer and a director, is Martin H. Kaplan’s son. Aaron L. Kaplan is the Managing Member of EquityArcade Services, LLC, a potential service provider and licensor of software to us. Jerry Schneider, one of our directors is also a director of Siebert Financial Corp., which has been represented in a number of matters, some of which are ongoing, by GKN. Mark Malek, our Chief Crypto-Economic Officer and one of our directors is employed on full time basis by an affiliate of Siebert Financial Corp. which is also represented by GKN. Accordingly, there may be multiple conflict of interests between us, GKN and our officers and directors.

PLAN OF DISTRIBUTION

This is a Regulation A, Tier 2 offering which we will conduct on a “best-efforts basis without any minimum amount that must be sold prior to holding a closing. We may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to us.

The Warrants will be offered and sold solely to “Qualified Purchasers” (as defined in Rule 256 of Regulation A) by our officers and directors who will not receive any direct compensation for selling the Warrants. The Warrants will be offered on a “best efforts” basis and, other than the minimum investment amount of $1,000 (1,000 Warrants), there is no minimum amount of Warrants that must be sold before we can hold a closing.

We reserve the right to reject, in whole or in part, any subscriptions for Warrants made in this Offering, in our discretion.

Selling Agents and Expenses

We may engage broker-dealers registered under Section 15 of the Exchange Act (“Selling Agents”), and who are FINRA members to participate in the offer and sale of the Warrants and to pay to such persons, if any, cash commissions of up to 6% of the gross proceeds from the sales of Warrants placed by such persons and agent warrants (“Agent Warrants”) to purchase that number of Warrants equal to 6% of the Warrants placed by such persons. The Agent Warrants shall have an exercise price equal to 110% ($1.10) of the price of the Warrants sold to investors in this Offering. Our directors, officers, employees and affiliates (as defined in the Securities Act) may, but have no obligation to, purchase Warrants in this Offering and all such Warrants so purchased shall be counted toward the Maximum Amount.

We have not entered into selling agreements with any broker-dealers to date.

We will be responsible for and pay all expenses relating to this Offering, including, without limitation, (a) all filing fees and expenses relating to the qualification of this Offering with the SEC and the filing of the offering materials with FINRA, as applicable; (b) all fees and expenses relating to the application to list of our Warrants on the OTCQB; (c) all fees and expenses relating to the registration or qualification of the Warrants as required under State Blue Sky laws, including the fees of counsel selected by us; (d) the costs of all preparing and printing of the offering documents; (e) the costs of preparing, printing and delivering certificates representing Warrants; (f) fees and expenses of the transfer agent for the Warrants; and (g) the fees and expenses of our accountants and the fees and expenses of our legal counsel and other agents and representatives. We expect the total expenses to be paid by us will be at least $200,000.

Offering Period

We expect to commence the sale of the Warrants within two days following the Qualification Date. This Offering will terminate on the Termination Date.

Offering Documents

This Offering Circular and the offering documents specific to this Offering will be available to prospective investors for viewing 24 hours per day, 7 days per week on our website at www.prometheum.info. Before committing to purchase Warrants, each potential investor must consent to receive the final Offering Circular and all other offering documents electronically. In order to purchase Warrants, a prospective investor must complete and electronically sign and deliver to us a Subscription Agreement, the form of which is an exhibit to the Offering Statement of which this Offering Circular is a part, and send payment to us as described in the Subscription Agreement. Prospective investors must also have agreed to the Terms of Use and Privacy Policy of our website. Prospective investors must answer certain questions to determine compliance with the investment limitation set forth in Rule 251(d)(2)(i)(C) of Regulation A under the Securities Act, which is described more fully below. This investment limitation does not apply to “accredited investors,” as that term is defined in Rule 501 of Regulation D under the Securities Act.

Prospective investors must read and rely on the information provided in this Offering Circular in connection with any decision to invest in the Warrants.

Limitations on Your Investment Amount

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and to non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A, which states:

“In a Tier 2 offering of securities that are not listed on a registered national securities exchange upon qualification, unless the purchaser is either an accredited investor (as defined in Rule 501 (§230.501)) or the aggregate purchase price to be paid by the purchaser for the securities (including the actual or maximum estimated conversion, exercise, or exchange price for any underlying securities that have been qualified) is no more than ten percent (10%) of the greater of such purchaser’s:

(1) Annual income or net worth if a natural person (with annual income and net worth for such natural person purchasers determined as provided in Rule 501 (§230.501)); or

(2) Revenue or net assets for such purchaser’s most recently completed fiscal year end if a non-natural person”.

For general information on investing, we encourage you to refer to www.investor.gov.

Application for Listing

We intend to file an application to have the Warrants quoted on the OTCQB at such time as determined by management after we hold the initial closing.

If and when issued, the Ember Tokens will not be listed for trading on any securities exchange or quoted on the automated quotation system of any national securities association. We believe that, when and if issued, the Ember Tokens will trade exclusively on the Broker-Dealer/ATS which will be beneficially owned by the Prometheum Foundation.

You should be prepared to retain the Warrants and, if issued, the Ember Tokens indefinitely and should not expect to benefit from or rely on any price appreciation.

State Blue Sky Information

We intend to submit filings to qualify this Offering and sales to retail investors in various States as may be required under applicable State Blue Sky laws.

Following this Offering, we intend to comply with the ongoing reporting requirements of Regulation A and file annual reports on Form 1–K, semiannual reports on Form 1–SA, and current event reports on Form 1–U. We intend to submit filings to qualify the Warrants for secondary trading in such States as determined by our management.

If we fail to comply with State securities laws where our securities are sold, we may be subject to fines and other regulatory actions against us. We intend to take the steps necessary to help insure that offers and sales in this Offering are in compliance with State Blue Sky laws, provided, however, there can be no assurance that we will be able to achieve such compliance in all instances, or avoid fines or other regulatory actions if we are not in compliance.

Foreign Restrictions on Purchase of Warrants

We have not taken any action to specifically offer the Warrants outside the United States or to permit the possession or distribution of this Offering Circular outside the United States. Our securities may not be offered or sold, directly or indirectly, nor may this Offering Circular or any other offering material or advertisements in connection with the offer and sale of the Warrants be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons outside the United States who come into possession of this Offering Circular must inform themselves about and observe any restrictions relating to this Offering and the distribution of this Offering Circular in the relevant jurisdictions.

USE OF PROCEEDS

We intend to use the net proceeds for the following purposes in the following order: (a) first towards the fees and expenses associated with qualification of this Offering under Regulation A, including legal, auditing, accounting, transfer agent, printing and other professional fees; (b) second towards the implementation of our business plan, including but not limited to, (i) development/creation of the Prometheum Network, (ii) creation/acquisition of the requisite brokerage licenses/entities, (iii) ongoing legal and regulatory interaction and relations (iv) community building/development and (v) a national marketing campaign, and (c) the balance towards operating capital and reserves. In the event that we sell less than the Maximum Amount, our first priority is to pay fees associated with the qualification of this Offering under Regulation A. No proceeds will be used to compensate or otherwise make payments to officers except for ordinary payments under employment, consulting or retainer agreements. We reserve the right to use a portion of the proceeds to pay director fees.

If the Maximum Amount of Warrants offered hereunder are purchased, we expect to receive net proceeds from this Offering of approximately $47,000,000 after deducting estimated maximum Selling Agent commissions in the amount of $3,000,000 (6% of the gross proceeds of this Offering). However, we cannot guarantee that we will sell all of the Warrants being offered by us. The following table summarizes how we anticipate using the net proceeds of this Offering, depending upon whether we sell 25%, 50%, 75%, or 100% of the Warrants being offered in the Offering:

We believe that if we sell the Maximum Amount of Warrants in this Offering, the net proceeds together with our current resources will allow us to operate for at least the next 24 months.

We also reserve the right to change the use of the proceeds if our business plans change in response to market and regulatory conditions. Accordingly, our management will have significant flexibility in allocating the net proceeds of this Offering.

DESCRIPTION OF BUSINESS

Our Company

We are a recently incorporated Delaware corporation formed for the purpose of creating the Prometheum Network, which we intend to be constructed within the framework of Federal and State securities laws through which (i) issuers desiring to issue blockchain based Token Securities will have access to investors desiring to purchase such securities and (ii) investors owning blockchain based Token Securities may sell or trade such Token Securities for other blockchain based Token Securities, virtual currencies or fiat currencies.

Our principal offices are located at 120 Wall Street, New York, New York 10005, and our phone number is (212) 514-8369. Our Internet address is www.prometheum.info. You may obtain copies of our SEC filings through our website free of charge.

Overview

On July 25, 2017, the SEC issued an investigative report that found that tokens offered and sold by a virtual organization known as The DAO were securities and therefore subject to the Federal securities laws. The SEC’s Report confirmed that issuers of distributed ledger or blockchain technology-based securities, referred to as Initial Coin Offerings or ICO’s, must register public distributions, offers and sales of such securities, which we refer to as “Token Securities,” under the Federal securities laws unless a valid exemption to registration applies. The Report also stated that those participating in unregistered offerings may also be liable for violations of the securities laws, unless they are exempt, and that securities exchanges providing for trading in Token Securities must register.

Our business plan consists of two phases. The first phase will be to develop and launch a blockchain technology-based differentiated platform designed to address the regulatory, legal, and liquidity challenges faced by others in the tokenized securities market, which we refer to as the “Prometheum Network,” that will allow issuers seeking to raise capital through the creation and distribution of Token Securities to conduct their ICO’s in a securities law compliant way. In the second phase, we intend to create the infrastructure necessary to allow for after-market trading and processing of Token Securities.

The contemplated Prometheum Network vision consists of the following:

• An independent, yet to be formed foundation (the “Prometheum Foundation”), which ultimately will be responsible for the oversight and day-to-day management of the Post-Genesis Offering Prometheum Network.

• A broker-dealer alternative trading system (the “Broker-Dealer/ATS”), which will be either created or purchased by us and ultimately be beneficially owned by the Prometheum Foundation, which will allow for compliant purchasing, trading, clearing and processing of Token Securities through a decentralized securities smart contract network.

• A decentralized securities smart contract network which will include procedures and algorithms for (i) digital securities account formation (which will include AML and know your customer protocols), (ii) digital securities issuances, or ICO’s, (iii) distribution of digital securities, (iv) secondary trading, and (v) clearing and settlement of transactions.

• Ember Token miners/validators.

Timing

Proceeds from this Offering, and from a concurrent Regulation D, Rule 506(c) offering that we will conduct, will be used to fund the creation, development, testing and completion of all of the elements of the Prometheum Network. We expect that this process will take 12 to 24 months. During that time we also intend to finalize a white paper setting forth procedures for processing, mining and validation Ember Tokens, which are intended to be the basis of the Prometheum Network and through which issuers will create their Token Securities.

We expect that during the 6 month period from November 2017 to April 2018, our efforts will be focused upon raising funds in the Regulation D offering, initial development efforts and qualification of the Offering Statement of which this Offering Circular is a part. Thereafter, during the one year period from April 2018 to April 2019, assuming the Offering Statement is qualified, we expect to conduct this Regulation A Offering and to continue developing the Prometheum Network, hiring personnel and developing the Ember Token blockchain. Thereafter, by November 2019, we hope to launch the Prometheum Network and conduct the initial coin offering of the Ember Tokens (the “Genesis Offering”).

Assuming we are successful in launching the Prometheum Network, we intend to conduct a Genesis Offering of Ember Tokens, pursuant to a public offering registered under the Securities Act and upon closing of the Genesis Offering, to transfer all responsibility for oversight of the Prometheum Network to the yet to be formed Prometheum Foundation.

Prometheum Network Overview

As currently envisioned by us, the Prometheum Network will be created to provide a structure for a compliant means of creating, issuing, purchasing, trading and processing Token Securities. The proposed Prometheum Network will consist of participants in a distributed ledger technology based securities network where activities will be governed by smart contracts written to a blockchain and processed by miners/validators. As proposed, the Prometheum Foundation will ultimately, after the Genesis Offering, own directly or through sub-entities, the Broker-Dealer/ATS along with the necessary licenses and regulatory authorizations to operate the Broker-Dealer/ATS.

In addition to establishing a Broker-Dealer/ATS, we may apply a portion of the proceeds of this Offering to create or acquire an additional registered broker-dealer to provide traditional brokerage processes which will be open to anyone who wishes to use the Prometheum Network. This broker-dealer will act as the introducing broker to those who open accounts for the purchase and sale of Ember Tokens or other Token Securities and other broker-dealers who introduce their customers to engage in secondary transactions of our Ember Tokens or other securities tokens through the Broker-Dealer/ATS.

We also intend to apply a portion of the proceeds of this Offering to provide funding for (i) creation and Genesis Offering of the Ember Tokens, which will be the basis for the Prometheum Network and which will have functionality for virtual and fiat currencies; (ii) creation, funding and staffing of the yet to be formed Prometheum Foundation which ultimately, after the Genesis Offering, will be responsible for running the Prometheum Network; (iii) engaging the services of a clearing house for clearance of transactions and custodial services for Prometheum Network and, (iv) development of the Ember Token mining and validation system.

Assuming the Ember Token Genesis Offering is successful, we expect that service providers to the Prometheum Network will be compensated with Ember Tokens for both on and off blockchain services, securities distribution, and Ember Token mining/validation. We believe that Ember Token blockchain processing (mining) will be incentivized with both Ember Token rewards and transaction processing fees. Different service providers and decentralized applications (DApps) will have the ability to develop additional securities services/processes that sit on top of our Ember Token blockchain and we expect that they will be compensated with Ember Tokens. A part of the transaction fees for all activity on the underlying blockchain will go to fund the ongoing operations of the Prometheum Foundation.

See the Prometheum, Inc. Position Paper attached hereto as Exhibit A.

Below is a schematic diagram describing our proposed Prometheum Network.

Through the Prometheum Network, issuers will have the ability to conduct offerings of Token Securities, what we refer to as “ICO’s” and to issue their Token Securities as a separate token on top of our Ember Token through the Broker-Dealer/ATS. We expect that Token Securities will be traded over a blockchain and held in virtual accounts which we refer to as “Wallet Accounts”. We expect that each trade will be written to the blockchain and transaction costs will be paid by both sides of the transaction with bits of Ember Tokens. We intend to set up the Broker-Dealer/ATS to provide issuers with the ability to conduct their Issuer Token offerings either pursuant to Regulation A+, Regulation D (or a combination thereof), or in an offering registered under the Securities Act.

Prometheum Network Value Proposition

General

We believe, of which no assurance can be given, that the operation of the Prometheum Network will provide value to holders of Ember Tokens (or derivative securities exchangeable for Ember Tokens) through a number of possible avenues as set forth in the following schematic:

While no assurance can be given, we believe that the Prometheum Network, as diagramed above, will provide multiple avenues to build the Prometheum Network, thereby theoretically increasing the value of the Ember Tokens.

Brokerage Related Activities

Opening of Token Securities Wallet/Account Creation: Participants wishing to access the Prometheum Network to invest in Token Securities will be required to establish an account and create a Token Securities wallet (a “Wallet Account”). Each Wallet Account will create a smart contract through which we intend to accomplish certain compliance functions, including know your customer and AML compliance. Further, we intend other traditional brokerage back-office functions to be performed through smart contracts. Account permissions written to a particular participant’s Wallet Account will create a smart contract tailored to that participant’s permissions. For example, if an investor qualifies as an accredited investor residing in the State of New York, that information will be written to the blockchain comprising the Wallet Account and as a result, such investor will not be subject to investment limits and will be limited to investing in offerings qualified in New York State. We intend that the costs associated with the creation and management of participant Wallet Accounts will be paid for with Ember Tokens and written to blockchain. More users on the network means increased activity in the network which requires more data to be written to the Ember Token blockchain and, if functioning as contemplated, of which no assurance can be given, should increase the value of the underlying Ember Tokens.

Creation and Issuance of Token Securities through the Prometheum Network. Issuers seeking to raise capital through an ICO will also be required to establish accounts and set up a Wallet Account. We intend to set up the Prometheum Network so that issuers seeking to raise capital through an ICO will create their Token Securities on top of our Ember Token (written as layer of abstraction on top of the Ember Token – similar to Ethereum’s ERC-20/ERC-223). We believe that the blockchain activity associated with creation and successful issuance of Token Securities through the Prometheum Network, will increase the value of our underlying Ember Tokens, and will generate blockchain transaction processing fees, which we believe will attract miners/validators to our Prometheum Network. Further, we believe that the issuance of Token Securities on our Prometheum Network will attract broker-dealers, new users and miners/validators which we believe could result in an increase in the size of our Prometheum Network, which, if positively affected by such increased size, may increase the value of Ember Tokens. Broker dealers will tie into the Prometheum Network through the Broker-Dealer/ATS and will be able to offer Token Securities to their respective clients which will thereafter be sold or purchased through the Broker-Dealer/ATS.

Distribution: All rights, payments, terms governing distribution of Token Securities based upon our Ember Tokens we intend to be handled by a “three way handshake” and written as a smart contract to our blockchain. The introduction of third party service providers (broker dealers, investment banks, marketers, etc.) whose services are paid for with our Ember Tokens increases the number of people in the Prometheum Network and the data written to the blockchain are intended to increase activity on the Prometheum Network and the value of Ember Tokens.

Secondary Market: The Broker-Dealer/ATS is intended to create a marketplace for secondary market trading of Token Securities. Token Securities traded in the secondary market will be traded through the Broker-Dealer/ATS and held in Wallet Accounts. Each Token Securities transaction will be validated and written to our blockchain and transaction costs will be paid by both sides of the transaction with bits of Ember Tokens.

Clearing & Settling: Processing of secondary market trades of Token Securities through the Prometheum Network will be conducted by our broker-dealer capable of introducing its business so that clearing and custodial services, including segregating customer funds and digital securities, will be in compliance with SEC Rule 15c3-3, what we refer to as a “Digital Clearing Firm.” Following the closing of this Offering, we intend to either pursue the acquisition of a Digital Clearing Firm or to enter into a clearing agreement with a Digital Clearing Firm. In addition, we have submitted to the SEC a “No Action Request” with respect to the treatment of custody and segregation of customer Token Securities pursuant to Exchange Act Rule 15c3-3 (the “Customer Protection Rule”). All transactions in Token Securities occurring at the Broker-Dealer/ATS will be introduced to the Digital Clearing Firm on a fully disclosed basis. A record of all transactions and activity conducted on the Broker-Dealer/ATS will be written to the blockchain to ensure compliant record keeping and processing. Further, we believe that as transactions are and written to the blockchain, activity on the Prometheum Network will increase which in turn should increase the use and value of Ember Tokens.

A copy of our No Action Request filed with the SEC is attached hereto as Exhibit B.

The Prometheum Foundation

The Prometheum Foundation, which we intend to form prior to the completion of the Genesis Offering, will have primary responsibility for the day to day governance of our Prometheum Network once launched. The Prometheum Foundation’s mission will be to enhance and further develop the Prometheum Network for (i) the issuance of additional Token Securities, (ii) secondary sales of Token Securities through additional alternative trading systems, and (iii) clearance of trading and other functions of the Prometheum Network. Assuming the successful completion of the Genesis Offering, of which no assurance can be given, we intend that ownership and control of the Broker-Dealer/ATS (subject to FINRA approval), and all licenses, agreements and intellectual property related to the Prometheum Network, will be transferred to the Prometheum Foundation. In addition, following the successful completion of the Genesis Offering, the Prometheum Foundation will be responsible for the ongoing development of a software client that will allow qualified third party broker dealers to tie into the Broker-Dealer/ATS and offer their clients access to Token Securities investments, which we believe will result in more participants being introduced into the Prometheum Network, thus increasing interest in primary issuances, secondary market activity and, theoretically, the value of the underlying Ember Tokens.

Although we intend the Prometheum Foundation to be an independent entity, until we are able to conduct the Genesis Offering of the Ember Tokens, of which no assurance can be given, and complete all activity leading up to the transfer of control of the Prometheum Network, the Prometheum Network will be controlled by Prometheum, Inc.

We intend to create a Board of Governors for the Foundation, who will be responsible for the operations of the Foundation and will have sole authority over the issuers and offerings that will be given access to the Prometheum Network.

The Ember Tokens

We intend to have Ember Tokens be the fungible value source for the Prometheum Network. Ember Tokens will be distributed in two stages. The first stage, which we hope to achieve within 12 to 24 months from the date hereof, will be the Ember Token Genesis Offering. Upon the successful completion of the Genesis Offering, investors in this Regulation A Offering, investors in the Regulation D Offering and holders of Seed Investor Warrants will have the opportunity to exchange their Warrants for Ember Tokens. Thereafter, Ember Token supply over time will be governed by token supply policies designed to control deflationary pressure and maintain stable intrinsic token value as determined by the yet to be formed Prometheum Foundation.

The Ember Token Genesis Offering

The Ember Genesis Offering will be used to fully establish and fund the Prometheum Network through its initial coin offering. Capital formation for the initial implementation of our business plan will be conducted in the following phases:

1. Seed funding;
2. Private Warrant offering pursuant to Regulation D, Rule 506(c);
3. This Warrant Offering under Regulation A+; and
4. The Ember Genesis Offering through an initial coin offering registered with the SEC.

Assuming the successful completion of the Genesis Offering, the total amount of Ember Tokens outstanding after the Genesis Offering are planned to be allocated as follows:

• Genesis Offering (72% Target Allocation) – Will be allocated to investors that purchase Ember Tokens in the Genesis Offering, the net proceeds of which will be utilized to fund the development and maturation of the Prometheum Network.
• Seed Investors (1% Target Allocation) – Will be allocated to the initial seed investors who provided us with our initial funding.
• Founders (10% Target Allocation) – Will be allocated to the founders/promoters responsible for the creation of the business plan, the conducting of the Genesis Offering along with all ongoing reporting requirements, and the establishment of the Prometheum Foundation.
• Prometheum Foundation (10% Target Allocation) – Will be utilized to fund the creation and ongoing operation of the Prometheum Foundation.
• Contributors (5% Target Allocation) – Will be utilized to fund efforts of required service providers.
• Agent Warrants (2% Target Allocation, when and if exercised).

The diagram below describes the Ember Token allocation after the Genesis Offering:

Ember Genesis Offering Size

The total amount of Ember Tokens to be issued in Ember Token offerings will be based upon demand pricing targets for the four funding tranches during the issuance period. Pricing targets will be determined by two primary factors a) market demand b) time-incentives in which investors are provided incentives to invest earlier. Specifically, the first and second tranche pre-Genesis Offering offerings will be offered at prices less than the next tranche of the Ember Genesis Offering average token sale price. Additionally, pricing may be stepped up during tranche offerings to incent early involvement. Upon the closing of pre-sales offerings, the total size of the Genesis Offering will be established and will serve as the basis for all subsequent supply policy and activity.

Ember Genesis Offering Restrictions

In order to maintain Ember Token supply stability, all Ember Tokens allocated to founders will contain vesting provisions with a minimum of 3 years to a maximum of 6 years to be determined based on demand and market conditions at the time of tranche offerings.

Future Ember Token Supply

The Genesis Offering distribution will end contemporaneously with the launch of the Prometheum Network at which time the total supply of Ember Tokens will be equal to the number of tokens utilized in the four aforementioned funding tranches along with the Ember Tokens reserved for Seed Investors, the Prometheum Foundation, and service providers. Once the Prometheum Network launches, the Prometheum Foundation will release or issue additional Ember Tokens annually to be utilized principally for Mining rewards as well as other network activity such as Token Securities issuance, Dapps, and other utility functions.

Ember Issuance Policy

In order to maintain the stability of the value of Ember Tokens, the Prometheum Foundation will seek to issue new Ember Tokens on a constant linear rate while utilizing throttling mechanisms to maintain the rate of block mining. By targeting a fixed issuance rate, we believe that the Prometheum Foundation will be able to minimize value loss due to token oversupply. Constant linear rate issuance is supply disinflationary as the rate of overall growth diminishes annually converging on zero growth. Based on our projections, the Prometheum Foundation may issue as many 200,000,000 Ember Tokens in the Ember Token Genesis Offering. If the Prometheum Foundation applies a 26% constant growth policy (based on the Ember Token Genesis Offering), up to an additional 52,000,000 new Ember Tokens will be issued annually in perpetuity. As the monetary base grows, the rate of its growth will diminish with an asymptotic relationship to zero growth.

Ember Supply Quantitative Tools

Issuance policy will create a maximum annual issuance target and block mining will determine the actual number of additional tokens injected into the supply base. The two primary drivers behind the rate of mining are a) the difficulty of mining / token discovery and b) the rewards for block mining. The Prometheum Foundation will be responsible for increasing or decreasing block discovery difficulty and adjusting mining rewards halving targets.

Ember Token Future Valuation

We believe that the value of an Ember Token will be influenced by two primary factors: a) token supply b) the market’s perception of Ember Token value. As aforementioned, Ember Tokens will be issued on a constant linear rate basis enabling its supply to grow more rapidly in the early years and more slowly as the Prometheum Network. Additionally, the Prometheum Foundation will utilize policy and quantitative tools to adjust supply to avoid price pressure from oversupply.

External Market Factors in Ember Token Valuation

We believe the value and subsequent Ember Token price may be affected by the following primary factors:

1. Legal and regulatory environment – The market for crypto currencies and crypto securities has experienced very rapid growth in the past 2 years. Additionally, there have been some well-publicized hacks and scams. This has prompted some foreign governments to limit access to currencies and ICO’s to their citizens. Domestically, it is widely expected that regulatory bodies will increase their governance of ICO’s. The Prometheum Network is designed from the ground up to be a Federal Securities Laws compliant network thereby providing considerable value and differentiation to Prometheum’s Ember tokens for use in ICO’s.
2. Secondary market – Liquidity for tokens on a secondary market will be a factor in the Ember Token’s value. We intend to create a compliant secondary trading alternative trading system, the Broker-Dealer/ATS, as well as accessing a clearing and settling infrastructure, the Digital Clearing Firm. The infrastructure will create a safe and compliant environment for secondary trading adding significant liquidity, value, and differentiation.
3. Platform volume and usage – The Ethereum Network was designed to accommodate smart contract – based tokens making it an ideal starting point for ICO’s. Ethereum’s Ether tokens are typically used as the crypto currency to purchase the ICO tokens leading to increased demand and holdings of the Ether tokens. By observing the following 2 charts, which plot Ether token prices along with both cumulative number and value of ICO’s on the Ethereum platform, it is clear that Ether’s rapid value increase coincided with the increased usage of the platform for ICO’s^[2]. The Ethereum platform is currently the largest venue for ICO’s, with 185 ICO’s worth a total market capitalization of around $6 billion at the time of the writing of this overview^[3]. While the Ethereum network does an adequate job of facilitating ICO’s, the ICO’s to date have been extra-judicial and are traded in an unregulated exchange environment. Prometheum will address many of the legal and regulatory issues associated with Ethereum, putting it in a competitive position to better address the future market for Token Securities.

4. Public perception of safety and viability – Initial Coin Offerings, blockchain technology and cryptocurrencies have begun to get increased coverage in the mainstream media and has caught the attention of mainstream investors. As the public awareness and perception of Token Securities increases, it will be critical to provide a regulated and safe environment to provide the confidence to increase mainstream participation in the market. The Prometheum Network will be designed to provide the regulatory compliant environment that will address the safety and viability concerns of investors.

Prometheum, Inc.

Our primary business purpose is to put the Prometheum Network business plan into effect and to fund and manage the initial set up of the Prometheum Network infrastructure. In connection therewith, we will be responsible for the creation of the Prometheum Foundation and organizational matters, including selecting the initial members of the Prometheum Foundation’s Board of Governors, which we currently intend to consist of 3-5 members. We intend to fund the Prometheum Foundation with the proceeds from the Genesis Offering and any remaining net proceeds from this Offering. Depending upon the final set-up of the Prometheum Network, we may also establish subsidiaries of the Prometheum Foundation, which may include nonprofit entities responsible for the development of the technology associated with the Prometheum Network and for holding the necessary brokerage licenses for the Broker-Dealer ATS.

If we are able to complete the Genesis Offering and successfully launch the Prometheum Network and have it running under the Prometheum Foundation, we intend to spin off or transfer to the Prometheum Foundation our control of the Prometheum Foundation, thereby creating a fully autonomous foundation that will run itself.

Economic Model

Our Chief Crypto-Economic Officer and Director, Mark Malek, has developed an Economic Model of the projected and theoretical economic justifications for the Ember Tokens as proposed to be structured within the Prometheum Network, a copy of which is attached as Exhibit C. (See Mr. Malek’s biography in Directors, Executive Officers and Significant Employees on page 24.)

The Economic Model attached hereto as Exhibit C is provided to prospective investors to facilitate conceptualization of the possibilities, both good and bad, of future events, if and assuming the Genesis Offering is successfully completed and Ember Tokens are issued, of which no assurance can be given. In addition, no assurance can be given that the modelling results will be accurate or that events will occur in the future as set forth therein.

Business Plan Assuming no Ember Token Genesis Offering

If we are not able to complete the Genesis Offering of the Ember Tokens, we intend to modify our business plan by having the Prometheum Network operate with the Broker-Dealer/ATS as a digital security offering and trading system, without the Ember Tokens. We believe that under this model, the Prometheum Network would operate as a location for issuers looking to raise capital through Federal Securities laws compliant Token Securities offerings.

Absent a successful Genesis Offering of Ember Tokens, we intend to cause all of the Warrants issued to be converted to shares of our Common Stock. The number of shares of our Common Stock to be issued upon such conversion will equal up to 35% of all of our then issued and outstanding Common Stock, on a fully diluted basis, following such conversion, assuming the sale of the Maximum Amount of Warrants. If less then the Maximum Amount of Warrants are sold in this Offering, then the number of shares of Common Stock issuable upon conversion shall be ratably reduced.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Plan of Operations

We were incorporated in September 2017 and since that date our operations have consisted solely of planning and development of the proposed Prometheum Network. We have received no revenues from operations since our inception. In addition to contributing $10,000 in cash to us to date, all costs associated, to date, in connection with our formation, development, legal services and support therefore have been borne by our sole shareholder, CEO and director, Martin H. Kaplan. Similarly, Mr. Kaplan provided office facilities and support therefore without cost to us. Assuming the successful completion of our capital formation efforts, we intend to pay fair market prices for such services and facilities.

Over the next 12 to 24 months, our plan is to utilize the net proceeds of this Offering to acquire or create the various components of the Prometheum Network, including the Prometheum Foundation and the Broker-Dealer ATS. In addition, during such time, we will commence coding for our Ember Tokens. We believe that we will have completed the necessary work to launch the Prometheum Network and to conduct the Genesis Offering of our Ember Tokens in this time period. We believe that the proceeds from this Offering will be sufficient to fund our developmental operations for a period of 24 months. We also intend to raise additional funds within the next 12 months in a concurrent private offering of Warrants pursuant to Rule 506(c) of Regulation D.

Liquidity and Capital Resources

To date, we have generated no cash from operations and negative cash flows from operating activities.

Our future expenditures and capital requirements will depend on numerous factors, including: the success of this Offering, the progress of our research and development efforts and the rate at which we can get the Prometheum Network up and running.

Our business does not presently generate any cash. We believe that if we raise the Maximum Amount in this Offering, we will have sufficient capital to finance our operations for the next 24 months, however, if we do not sell the Maximum Amount or if our operating and development costs are higher than expected, we will need to obtain additional financing prior to that time. Further, we expect that after such 24 month period, we will be required to raise additional funds to finance our operations until such time that we can conduct profitable revenue-generating activities.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Name	Position	Age	Term of Office(1)	Approximate hours per week for part-time employees
Martin H. Kaplan	Chief Executive Officer, Director	67	September 2017
Aaron L. Kaplan	Chief Operating Officer, Chief Financial Officer, Director	33	September 2017
Mark Malek	Chief Crypto-Economic Officer, Director	50	October 2017
Jerry Schneider	Director	72	October 2017

(1) Our directors each serve until the next annual meeting of our shareholders.

Martin H. Kaplan has served as our Chief Executive Officer and one of our Directors since our inception. Mr. Kaplan received his BA from City College of New York and his JD from New York Law School. Mr. Kaplan is the Managing Member of Gusrae Kaplan Nusbuam PLLC, a law firm formed in 1975 specializing in securities law and commercial litigation. Mr. Kaplan is also the Managing Member of Coincross, LLC, a holding company with interests in a merchant bank and ownership of a broker-dealer. Mr. Kaplan is also our sole shareholder. From 2014 to 2016, Mr. Kaplan served as a director of P2W, Ltd, an Israeli corporation specializing in water purification. As Chief Executive Officer, Director and sole shareholder, Mr. Kaplan will have broad discretionary powers over our Company. Mr. Kaplan is a member of the New York State Bar.

Aaron L. Kaplan has served as our Chief Operating Officer, Chief Financial Officer and a Director since inception. Since 2016, Mr. Kaplan has served as the Managing Member of EquityArcade Services, LLC and prior thereto he served as the Managing Member of EquityArcade, LLC, a crowdfunding platform that also specializes in developing crowdfunding software. In 2015, Mr. Kaplan was the founder of Deckbound, LLC, a blockchain gaming and technology company. From April 2007 through August 2008, Mr. Kaplan was an associated person with StockCross Financial Services, Inc., a broker-dealer. Mr. Kaplan received a BA from the University of Wisconsin, Madison and a JD degree from Thomas Jefferson School of Law. Mr. Kaplan is currently an employee at Gusrae Kaplan Nusbaum PLLC and is a member of the New York State Bar.

Mark Malek, has served as our Chief Crypto-Economic Officer and one of our Directors since October 2017. Mr. Malek is the Chief Investment Officer at Muriel Siebert & Co. where his responsibilities include portfolio management, investment advisory, and spearheading the efforts to launch next generation products and services and is also associated with its affiliates, KCA Technologies, LLC, StockCross Financial Services, Inc. and Siebert Financial Corp. Prior to joining Siebert and its affiliates, Mr. Malek was CIO at Praxis Insight Advisors and Digital Wealth Technologies where he developed and managed the firms' quantitative market algorithms and models. Formerly Malek was Chief Investment Officer of WealthSource Partners, LLC, where his responsibilities included portfolio management, investment strategy, and trading. He has 26 years of experience in quantitative finance, modeling, algorithm design, analysis, mergers and acquisitions, private equity, and securities trading. He served as a portfolio manager at Westmarc Capital partners, Vice President of Corporate Development at AT&T, Director of Corporate Development at Lucent Technologies, and has been at the helm of several software-based startup ventures. Mr. Malek holds a BA in Economics from Rutgers University and an MBA in Finance from Rutgers Graduate School of Management.

Jerry Schneider, has served as one of our Directors since October 2017. Mr. Schneider is a certified public accountant and has over 40 years of relevant accounting experience. Mr. Schneider is licensed to practice public accounting in New York and Florida and is a member of the American Institute of Certified Public Accountants, the New York State Society of Certified Public Accountants and the Florida Society of Certified Public Accountants. Since December 2016, Mr. Schneider has served as a member of the board of directors, and chairman of the audit committee, of Siebert Financial Corp. Prior thereto, Mr. Schneider was the Managing Partner of Schneider & Associates LLP, a CPA firm with approximately 20 professional staff and was the driving force in that firm’s growth and development until it merged with Marks Paneth LLP in 2008. Since January 2011, Mr. Schneider has been a Partner Emeritus and Senior Consultant at Marks Paneth LLP. In November 2017, Mr. Schneider will become a “retired partner” thereof. Mr. Schneider’s practice was concentrated in the areas of business planning, high net worth individuals, manufacturing, retailing, securities broker-dealers, the hospitality industry and private educational institutions.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our executive officers and directors are serving without cash compensation, although, founders warrants have been reserved and will be issued to officers and directors.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth the numbers and percentages of our outstanding voting securities as of October 30, 2017 (as qualified in the footnotes thereto) by:

● each person known to the Company to be the beneficial owner of more than 10% of any class of the Company’s outstanding voting securities;

● each of the Company’s directors;

● each of the Company’s executive officers; and

● all of the Company’s directors and executive officers as a group.

The Company’s voting securities consist of Common Stock and Preferred Stock. Beneficial ownership is determined in accordance with SEC rules and generally includes sole or shared voting or investment power with respect to voting securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any voting securities that such person or any member of such group has the right to acquire within 60 days of the date of this Offering Circular. For purposes of computing the percentage of the Company’s outstanding voting securities held by each person or group of persons named above, any securities that such person or persons has the right to acquire within 60 days of the date of this Offering Circular are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership as determined under SEC rules is not necessarily indicative of beneficial or other ownership for any other purpose. The inclusion herein of any securities listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

Unless otherwise indicated below, the business address of each person or entity listed is c/o Prometheum, Inc., 120 Wall Street, New York, NY 10005.

Beneficial ownership representing less than 1% is denoted with an asterisk (*).

Name of Beneficial Owner	Number of Shares Beneficially Owned Before Offering		Percent of Shares Beneficially Owned Before Offering			Number of Shares Beneficially Owned After Offering (1)(2)		Percent of Shares Beneficially Owned After Offering (1)(2)
Martin H. Kaplan (1)		1,000		100	%		1,000		100	%
Aaron L. Kaplan (2)		-		*	%		-		*	%
Mark Malek (2)		-		*	%		-		*	%
Jerry Schneider (2)		-		*	%		-		*	%
Executive officers and directors as a group (4 persons)		1,000		100	%		1,000		100	%

* Less than 1%

(1) Does not include 2,000,000 Seed Funding Warrants exchangeable for up to 2,000,000 Ember Tokens, when and if issued, or, if the Ember Token Genesis Offering does not occur, a yet to be determined number of shares of our Common Stock. The Seed Funding Warrants we issued to Mr. Kaplan in exchange for capital contributions and services provided to us.

(2) Does not include Founder Tokens/Warrants issuable to us and to Messrs. Kaplan, Malek and Schneider, exchangeable for up to 20,000,000 Ember Tokens, when and if issued, or, if the Genesis Offering does not occur, a yet to be determined number of shares of our Common Stock. The Founder Warrants were issued to us and to Messrs. Kaplan, Malek and Schneider in exchange for their efforts and will be allocated amongst them by Mr. Kaplan in his discretion.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

We may enter into an agreement with EquityArcade Services, LLC to license its intellectual property related to their securities offering platform and other securities compliance functions. Aaron L. Kaplan, our Chief Operating Officer, Chief Financial Officer and one of our directors is the Managing Member of EquityArcade Services, LLC. Martin H. Kaplan, our Chief Executive Officer and one of our directors owns 100% of EquityArcade Services, LLC. We have not entered into any definitive agreements with EquityArcarde Services, LLC. with respect to the proposed licensing terms.

CONFLICTS OF INTEREST

Martin H. Kaplan, our Chief Executive Officer and one of our directors is the Managing Member of Gusrae Kaplan Nusbaum PLLC (“GKN”), our counsel. Martin H. Kaplan is also our sole shareholder and the holder of Seed Investor Warrants and Founders Warrants. Aaron L. Kaplan, our Chief Operating Officer, Chief Financial Officer and a director is Martin H. Kaplan’s son. Jerry Schneider, one of our directors is also a director of Siebert Financial Corp., which has been represented in a number of matters, some of which are ongoing, by GKN. Mark Malek, our Chief Crypto-Economic Officer and one of our directors is employed on full time basis by affiliates of Siebert Financial Corp. which is also represented by GKN. Accordingly, there may be multiple conflicts of interest between us, GKN and our officers and directors.

SECURITIES BEING OFFERED

Ember Warrants

The Company is offering up to $50,000,000 of Ember Warrants (“Warrants”) at an offering price of $1.00 per Warrant.

Each Warrant will initially entitle the holder to receive, if and when issued, one Ember Token. The Warrants may be exchanged for Ember Tokens at any time after the Genesis Offering is completed. The Warrants will expire, if not previously exchanged, five (5) years from the date of the initial closing of this Offering. Commencing 24 months after the date of the initial closing, the Warrants will upon election by us, be automatically converted into shares of our Common Stock. Assuming the sale of the Maximum Amount of Warrants, the number of shares of Common Stock to be issued upon exchange of all outstanding Warrants shall equal up to 35% of our total issued and outstanding Common Stock on a fully diluted basis following such election by us and conversion. If less than the Maximum Amount of Warrants are sold, then the number of shares of our Common Stock issuable upon conversion will be ratably reduced.

After the Ember Genesis Offering, holders of Warrants desiring to exchange their Warrants for Ember Tokens may do so by delivering to a duly executed exchange notice to us.

Redemption

Each Warrant shall be subject to mandatory redemption by us after the closing of the Genesis Offering of the Ember Tokens, upon twenty (20) days prior written notice.

Restrictions on Transfer

Generally, securities sold in a Regulation A offering are not considered “restricted securities” under Securities Act Rule 144 and therefore, sales of Warrants by persons who are not considered to be affiliates of us would not be subject to any transfer restrictions under Rule 144. Affiliates of ours that purchase Warrants will be subject to the limitations of Rule 144, other than the holding period requirement. In addition, various State Blue Sky laws may restrict transfer of Warrants until such time we have qualified the Warrants for secondary trading.

Ability to Void a Sale of Warrants

We have the right to void a sale of Warrants in the Offering and compel an investor to return them to us, if we have reason to believe that such investor acquired the Warrants as a result of a misrepresentation, including with respect to such shareholder’s representation that it is a “qualified purchaser” or an “accredited investor” as defined pursuant to Regulation A or Regulation D promulgated under the Securities Act, respectively, or if the investor or the sale to the investor is otherwise in breach of the requirements set forth in our certificate of incorporation, as amended, or bylaws, copies of which are exhibits to the Offering Statement in which this Offering Circular has been filed with the SEC.

Rights as a Stockholder

Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holder of a Warrant does not have the rights or privileges of a holder of Common Stock, including any voting rights.

Governing Law

The Warrants are governed by and construed in accordance with the laws of the State of Delaware.

The foregoing is a brief summary of certain terms and conditions of the Warrants to be issued in connection with this Offering and are subject in all respects to the provisions contained in the Warrants. See “Plan of Distribution” for additional information about Agent Warrants to be issued to any Selling Agents in connection with this Offering.

Common Stock

Our authorized capital stock consists of 100,000 shares of Common Stock, par value $0.001 per share, and 10,000 shares of blank check referred stock, par value $0.001 per share (the “Preferred Stock”). Our board of directors is authorized by the Company’s certificate of incorporation to establish such classes or series of Preferred Stock, issue shares of each such class or series and fix the powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions, applicable to each such class or series, without any vote or other action by any holders of any of the Company’s Common Stock. Each such class or series will have the terms set forth in a certificate of designations relating to such class or series filed with the state of Delaware or otherwise made a part of our certificate of incorporation, as it may be amended and restated from time to time. Following the completion of this Offering, we intend to amend our certificate of incorporation to increase our authorized Common Stock to 400,000,000 shares.

Voting Rights

Holders of Common Stock will have one vote per share and may vote to elect our board of directors and on matters of corporate policy.

Dividend Rights

Holders of Common Stock will share equally in any dividend declared by our board of directors, if any, subject to the rights of the holders of any Preferred Stock. We have not issued any dividends in the past and we have no plans to issue any dividends in the future.

Liquidation Rights

Subject to and qualified by the rights of the holders of shares of any other class or series of our Preferred Stock, in the event of a voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Company, after payment or provision for payment of the debts and other liabilities of the Company, and after the holders of shares of any other class or series of the Company’s Preferred Stock have received the amounts owed and available for distribution to them on a preferential basis, if any, the holders of shares of Common Stock shall be entitled to receive all the remaining assets of the Company available for distribution to shareholders, ratably in proportion to the number of shares of Common Stock held by them.

The foregoing is a summary of the rights and limitations of the Common Stock provided for in the Company’s certificate of incorporation, as amended and restated from time to time. For more detailed information, please see the Company’s certificate of incorporation, as amended, and bylaws, copies of which are exhibits to the Offering Statement of which this Offering Circular forms a part, which Offering Statement has been filed with the SEC.

Ember Tokens

For a discussion of the proposed terms relating to the Ember Tokens, which have yet to be formed, please see the description of the Ember Tokens under the Section of this Offering Circular entitled, Ember Tokens on page 17.

LEGAL MATTERS

Certain legal matters with respect to the securities offered hereby will be passed upon by Gusrae Kaplan Nusbaum PLLC, New York, New York. Martin H. Kaplan, our Chief Executive Officer, director and sole shareholder is the Managing Member of Gusrae Kaplan Nusbaum PLLC. See “Conflicts of Interest” on page 26.

EXPERTS

The financial statements of Prometheum, Inc. appearing elsewhere in this Offering Circular have been included herein in reliance upon the report of Lipner, Sofferman & Co., LLP, an independent certified public accounting firm, appearing elsewhere herein, and upon the authority of that firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

The Company has filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the securities offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about the Company and the securities offered hereby, the Company refers you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, the Company will be required to file periodic reports, and other information with the SEC pursuant to Regulation A. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including the Company, that file electronically with the SEC. The address of this site is www.sec.gov.

Part F/S Financial Statements

PART III – EXHIBITS

Index to Exhibits

Exhibit No.	Description of Exhibit
2.1	Certificate of Incorporation of Prometheum, Inc.
2.2	Bylaws of Prometheum, Inc.
3.1	Form of Ember Warrant
3.2	Form of Subscription Agreement*
11.1	Consent of Lipner, Sofferman & Co., LLP
12.1	Opinion of Gusrae Kaplan Nusbaum PLLC*
13.1	Testing the Waters Materials

* To be filed by amendment.

SIGNATURES

 Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 1, 2017.

PROMETHEUM, INC.
By:	/s/ Martin H. Kaplan
	Martin H. Kaplan
	Chief Executive Officer, Director
	(Principal Executive Officer)

By:	/s/ Aaron L. Kaplan
	Aaron L. Kaplan
	Chief Operating Officer, Chief Financial Officer, Director
	(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this Form 1-A has been signed by the following persons in the capacities and on the dates indicated.

Name	Positions	Date
/s/ Martin H. Kaplan	Chief Executive Officer and Director	November 1, 2017
Martin H. Kaplan
/s/ Aaron L. Kaplan	Chief Operating Officer, Chief Financial Officer and Director	November 1, 2017
Aaron L. Kaplan
/s/ Mark Malek	Chief Crypto-Economic and Director	November 1, 2017
Mark Malek
/s/ Jerry Schneider	Director	November 1, 2017
Jerry Schneider

^[*] The Warrants also contain provisions which give management the authority, in their sole discretion, to cause the Warrants to be converted into that number of shares of the Company’s common stock (the “Common Stock”) equal to up to 35% of our issued and outstanding Common Stock at the time of conversion, in the event that we are not able to launch the Prometheum Network and to conduct a successful Genesis Offering sale of Ember Tokens.

^[2] Various: https://www.coindesk.com/ico-tracker/, https://www.coindesk.com/ethereum-price/, https://www.cryptocompare.com/ico/#/completed

^[3] https://coinmarketcap.com/coins

EX1A-2A CHARTER

Exhibit 2.1

EX1A-2B BYLAWS

Exhibit 2.2

BYLAWS

OF

PROMETHEUM, INC.

(a Delaware Corporation)

ARTICLE I
CORPORATE OFFICES

Section 1.1Registered Office. The registered office and registered agent of Prometheum, Inc. (the “Corporation”) shall be as set forth in the Corporation’s Certificate of Incorporation.

Section 1.2Other Offices. The Corporation may also have offices at such other place or places, both within and without the State of New York, as the board of directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
STOCKHOLDERS’ MEETINGS

Section 2.1Place of Meetings. All meetings of the stockholders for the election of directors shall be held at such place, within or without the State of New York, as may be fixed from time to time by the board of directors. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of New York, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2Annual Meeting. An annual meeting of the stockholders shall be held at such time as may be determined by the board of directors, at which meeting the stockholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.

Section 2.3List of Stockholders. A complete list of the stockholders as of the record date, arranged in alphabetical order, with the address of and the number of voting shares registered in the name of each, certified by the corporate officer responsible for its preparation or by a transfer agent shall be produced at any meeting of stockholders upon the request thereat or prior thereto by any stockholder. Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof, and shall be subject to the inspection of any stockholder who may be present.

Section 2.4Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by the Delaware General Corporation Law (“DGCL”), by the Certificate of Incorporation or by these Bylaws, may be called by the Chief Executive Officer (if any) or the President or the board of directors of the Corporation. Business transacted at all special meetings shall be confined to the purposes stated in the notice of the meeting unless all stockholders entitled to vote are present and consent.

Section 2.5 Notice. Written notice stating the place, day and hour of any meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the Chief Executive Officer (if any), the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the stockholder at his address as it appears on the stock transfer books and records of the Corporation or its transfer agent, with postage thereon prepaid.

Section 2.6Quorum. At all meetings of the stockholders, the presence in person or by proxy of the holders of a majority of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by the DGCL, by the Certificate of Incorporation or by these Bylaws. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.7Voting. When a quorum is present at any meeting of the Corporation’s stockholders, the vote of the holders of a majority of the shares having voting power present in person or represented by proxy at such meeting shall decide any questions brought before such meeting, unless the question is one upon which, by express provision of the DGCL, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 2.8Method of Voting. Each outstanding share of the Corporation’s capital stock shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class or classes are otherwise provided by the DGCL or the Certificate of Incorporation, as amended from time to time. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact and bearing a date not more than 6 months prior to such meeting, unless such instrument provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Voting for directors shall be in accordance with Article III of these Bylaws. Voting on any question or in any election may be by voice vote or show of hands unless the presiding officer shall order or any stockholder shall demand that voting be by written ballot.

Section 2.9Record Date; Closing Transfer Books. The board of directors may fix in advance a record date for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date to be not less than ten nor more than sixty days prior to such meeting, or the board of directors may close the stock transfer books for such purpose for a period of not less than ten nor more than sixty days prior to such meeting. In the absence of any action by the board of directors, the date upon which the notice of the meeting is mailed shall be the record date.

Section 2.10Action By Written Consent. Any action required or permitted by the DGCL, the Certificate of Incorporation, or these Bylaws to be taken at a meeting of the stockholders of the Corporation may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by stockholders holding at least a majority of the voting power; provided that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such signed consent shall be delivered to the Secretary for inclusion in the Minute Book of the Corporation.

Section 2.11Remote Participation in Meetings. The board of directors may, in its sole discretion and subject to such guidelines and procedures as the board of directors may adopt for any stockholders’ meeting, permit stockholders and proxy holders not present at such meeting to: (i) participate in such meeting of stockholders by means of remote communication; and (ii) be deemed present in person and vote at such meeting of stockholders, provided that: (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder; (B) the Corporation shall implement reasonable measures to provide stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders; and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, the Corporation shall maintain a record of such vote or other action.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1Powers. The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by the DGCL, the Certificate of Incorporation, a stockholders’ agreement or these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.2Qualification; Election; Term. None of the directors need be a stockholder of the Corporation. The directors shall be elected by plurality vote at the annual meeting of the stockholders, except as hereinafter provided, and each director elected shall hold office until his successor shall be elected and qualified.

Section 3.3Number. The number of directors constituting the entire board of directors of the Corporation shall be determined from time to time by resolution of the board of directors, provided that the number of directors shall consist of not less than one (1) director. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Section 3.4Removal. Any director may be removed either for or without cause at any special meeting of stockholders by the affirmative vote of at least two-thirds of the voting power of the issued and outstanding stock entitled to vote; provided, however, that notice of intention to act upon such matter shall have been given in the notice calling such meeting.

Section 3.5Vacancies. Any vacancy occurring in the board of directors by death, resignation, removal or otherwise may be filled by an affirmative vote of at least a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office only until the next election of one or more directors by the stockholders.

Section 3.6Place of Meetings. Meetings of the board of directors, regular or special, may be held at such place within or without the State of New York as may be fixed from time to time by the board of directors.

Section 3.7Annual Meeting. The first meeting of each newly elected board of directors shall be held without further notice immediately following the annual meeting of stockholders and at the same place, unless by unanimous consent or unless the directors then elected and serving shall change such time or place.

Section 3.8Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and place as shall from time to time be determined by resolution of the board of directors.

Section 3.9Special Meetings. Special meetings of the board of directors may be called by the Chief Executive Officer (if any) or President on oral or written notice to each director, given either personally, by telephone, by telegram or by mail, given at least forty-eight hours prior to the time of the meeting. Special meetings shall be called by the Chief Executive Officer, President or the Secretary in like manner and on like notice on the written request of a majority of directors. Except as may be otherwise expressly provided by the DGCL, the Certificate of Incorporation or these Bylaws, neither the business to be transacted at, nor the purpose of, any special meeting need to be specified in a notice or waiver of notice.

Section 3.10Quorum. At all meetings of the board of directors the presence of a majority of the number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by the DGCL, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.11Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, solely because the director or officer is present at or participates in the meeting of the board of directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the fact as to his relationship or interest and as to the contract or transaction is known to the board of directors or the committee, and the board of directors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the fact as to his relationship or interest and as to the contract or transaction is known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 3.12Committees. The board of directors may, by resolution passed by a majority of the whole board of directors, designate committees, each committee to consist of two or more directors of the Corporation, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution. Such committee or committees shall have such name or names as may be designated by the board of directors and shall keep regular minutes of their proceedings and report the same to the board of directors when required.

Section 3.13Action by Written Consent. Any action required or permitted to be taken at any meeting of the board of directors or any committee of the board of directors may be taken without such a meeting if a consent or consents in writing, setting forth the action so taken, is signed by all the members of the board of directors or such other committee, as the case may be.

Section 3.14Compensation of Directors. Directors shall receive such compensation for their services, and reimbursement for their expenses as the board of directors, by resolution, shall establish; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV
NOTICE

Section 4.1Form of Notice. Whenever required by the DGCL, the Certificate of Incorporation or these Bylaws, notice is to be given to any director or stockholder, and no provision is made as to how such notice shall be given, such notice may be given: (a) in writing, by mail, postage prepaid, addressed to such director or stockholder at such address as appears on the books and records of the Corporation or its transfer agent; or (b) in any other method permitted by the DGCL. Any notice required or permitted to be given by mail shall be deemed to be given at the time when the same shall be deposited in the United States mail.

Section 4.2Waiver. Whenever any notice is required to be given to any stockholder or director of the Corporation as required by the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated in such notice, shall be equivalent to the giving of such notice. Attendance of a stockholder or director at a meeting shall constitute a waiver of notice of such meeting, except where such stockholder or director attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V
OFFICERS AND AGENTS

Section 5.1In General. The officers of the Corporation shall be elected by the board of directors and shall be a President, a Treasurer, and a Secretary. The board of directors may also elect a Chairman of the board of directors, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, and one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers. Any two or more offices may be held by the same person.

Section 5.2Election. The board of directors, at its first meeting after each annual meeting of stockholders, shall elect the officers, none of whom need be a member of the board of directors.

Section 5.3Other Officers and Agents. The board of directors may also elect and appoint such other officers and agents as it shall deem necessary, who shall be elected and appointed for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

Section 5.4Salaries. The salaries of all officers and agents of the Corporation shall be fixed by the board of directors or any committee of the board of directors, if so authorized by the board of directors.

Section 5.5Term of Office and Removal. Each officer of the Corporation shall hold office until his death, or his resignation or removal from office, or the election and qualification of his successor, whichever shall first occur. Any officer or agent elected or appointed by the board of directors may be removed at any time, for or without cause, by the affirmative vote of a majority of the whole board of directors, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the board of directors.

Section 5.6Employment and Other Contracts. The board of directors may authorize any officer or officers or agent or agents to enter into any contract or execute and deliver any instrument in the name or on behalf of the Corporation, and such authority may be general or confined to specific instances. The board of directors may, when it believes the interest of the Corporation will best be served thereby, authorize executive employment contracts which will contain such terms and conditions as the board of directors deems appropriate.

Section 5.7Duties. The duties and powers of the officers of the Corporation shall be as follows:

(a)Chairman of the Board and Chief Executive Officer - The Chairman of the Board shall (i) be chosen from among the members of the board of directors and be designated the Chief Executive Officer of the Corporation, (ii) be primarily responsible for the general management of the business affairs of the Corporation and for implementing the policies and directives of the board of directors, (iii) preside at all meetings of stockholders and the board of directors, (iv) have authority to make contracts on behalf of the Corporation and (v) perform such other duties as from time to time may be assigned by the board of directors.

(b)President - The President shall (i) preside at all meetings of the stockholders and the board of directors during the absence or disability of the Chairman of the Board, (ii) be primarily responsible for the general management of the business of the Corporation and for implementing the policies and directives of the board of directors during the absence or disability of the Chairman of the Board, (iii) have authority to make contracts on behalf of the Corporation in the ordinary course of the Corporation’s business and (iv) perform such other duties as from time to time may be assigned by the Chairman of the Board or the board of directors.

(c)Chief Operating Officer - The Chief Operating Officer shall be subject to the direction of the Chairman of the Board or the board of directors and shall have day-to-day managerial responsibility for the operation of the Corporation.

(d)Chief Financial Officer - The Chief Financial Officer shall be subject to the direction of the Chairman of the Board or the board of directors and shall have day-to-day managerial responsibility for the finances of the Corporation.

(e)Vice Presidents - The Vice Presidents in the order designated by the board of directors, shall exercise the functions of the President during the absence or disability of the President and shall perform such other duties as may be assigned by the Chairman of the Board, the President or the board of directors.

(f)Treasurer - The treasurer shall (i) have general supervision over the funds of the Corporation and the investment or deposit thereof, (ii) advise the officers and, if requested, the board of directors regarding the financial condition of the Corporation and (iii) perform such other duties as may be assigned by the Chairman of the Board or the board of directors.

(g)Assistant Treasurers - Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chairman of the Board or the board of directors.

(h)Secretary - The Secretary shall (i) attend the meetings of the stockholders, the board of directors and committees of the board of directors and prepare minutes of all such meetings in a book to be kept for that purpose, (ii) give, or cause to be given, such notice as may be required of all meetings of the stockholders, board of directors and committees of the board of directors, (iii) authenticate records of the Corporation and (iv) perform such other duties as may be assigned by the Chairman of the Board or the board of directors.

(i)Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chairman of the Board or the board of directors.

ARTICLE VI
CERTIFICATES OF SHARES

Section 6.1Form of Certificates. The Corporation may, but is not required to, deliver to each stockholder a certificate or certificates, in such form as may be determined by the board of directors, representing shares to which the stockholder is entitled. Such certificates shall be consecutively numbered and shall be registered on the books and records the Corporation or its transfer agent as they are issued. Each certificate shall state on the face thereof the holder’s name, the number, class of shares, and the par value of such shares or a statement that such shares are without par value.

Section 6.2Shares without Certificates. The board of directors may authorize the issuance of uncertificated shares of some or all of the shares of any or all of its classes or series. The issuance of uncertificated shares has no effect on existing certificates for shares until surrendered to the Corporation, or on the respective rights and obligations of the stockholders. Unless otherwise provided by the New York Business Corporation Law, the rights and obligations of stockholders are identical whether or not their shares of stock are represented by certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the stockholder a written statement containing the information required on the certificates pursuant to Section 6.1.

Section 6.3Lost Certificates. The board of directors may direct that a new certificate be issued, or that uncertificated shares be issued, in place of any certificate theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond, in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. When a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable time after he has notice of it, and the Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Corporation for the transfer or a new certificate or uncertificated shares.

Section 6.4Transfer of Shares. Shares of stock shall be transferable only on the books of the Corporation or its transfer agent by the holder thereof in person or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6.5Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the DGCL.

ARTICLE VII
DIRECTOR INDEMNIFICATION

To the maximum extent permitted by the DGCL, subject to the limitations contained in this Article 7, the Corporation shall indemnify an individual who is a party to a proceeding because such individual is or was a director against any liability incurred in the proceeding and, prior to the disposition thereof, advance the reasonable expenses incurred by such director in connection with the proceeding, except that the Corporation shall not be required to indemnify or advance expenses to any director for liability or expenses incurred in a proceeding initiated by or on behalf of such director or to which such director voluntarily becomes a party, other than a suit to enforce indemnification rights. A director’s rights to advancement of expenses are conditioned upon the director’s furnishing the Corporation: (a) a written affirmation, personally signed by or on behalf of the director, of the good faith belief that he is not liable for (i) a breach of his duty of loyalty to the Corporation or its stockholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions under the DGCL and (b) a written opinion of counsel for the director in the proceeding to the effect that, based on the facts known to such counsel, it is reasonably possible that the director will not be found liable contrary to his affirmation and (c) a written undertaking (in the form of an unlimited general obligation of the director, which need not be secured) personally signed by or on behalf of the director to repay any advances, if a judgment or other final adjudication adverse to the director establishes his liability contrary to his affirmation. A director’s rights to indemnification and advancement of expenses as provided in this Article 7 are intended to be greater than those which are otherwise provided for in the DGCL notwithstanding a failure to meet the standard of conduct required for permissive indemnification under the DGCL, are contractual in nature between the Corporation and the director, and are mandatory. No indemnification under this Article 7 may be made in advance of a final disposition of such proceeding or if a judgment or other final adjudication adverse to the director establishes his liability for (i) a breach of the duty of loyalty to the Corporation or its stockholders, (ii) any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) any unlawful distributions under the DGCL or (iv) profits made from the purchase or sale by the director of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities and Exchange Act of 1934, as amended, or any similar provisions of any federal or state statutes or regulations. A settlement without the Corporation’s prior written consent shall not be deemed a final disposition, and no indemnification for any amount paid in such a settlement may be made under this Article 7. A director’s rights to indemnification and advancement of expenses under this bylaw shall not be exclusive of other rights to which a director may be entitled under an insurance policy, the DGCL, the Certificate of Incorporation, a resolution of stockholders or directors or an agreement providing for indemnification.

ARTICLE VIII
OFFICER INDEMNIFICATION

This Corporation may, to the extent permitted by the DGCL and approved by specific action of the board of directors, indemnify and advance expenses to an officer, employee, or agent of the Corporation to the same extent as to a director, and may also indemnify and advance expenses to an officer, employee or agent to the extent, consistent with public policy, determined by specific action of the board of directors.

ARTICLE IX
RIGHT OF FIRST REFUSAL

Section 9.1No stockholder shall sell, assign, pledge, or in any manner transfer any of the shares of stock of the corporation or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, except by a transfer which meets the requirements hereinafter set forth in this bylaw:

(a)If the stockholder desires to sell or otherwise transfer any of his shares of stock, then the stockholder shall first give written notice thereof to the corporation. The notice shall name the proposed transferee and state the number of shares to be transferred, the proposed consideration, and all other terms and conditions of the proposed transfer.

(b)For thirty (30) days following receipt of such notice, the corporation shall have the option to purchase all (but not less than all) of the shares specified in the notice at the price and upon the terms set forth in such notice; provided, however, that, with the consent of the stockholder, the corporation shall have the option to purchase a lesser portion of the shares specified in said notice at the price and upon the terms set forth therein. In the event of a gift, property settlement or other transfer in which the proposed transferee is not paying the full price for the shares, and that is not otherwise exempted from the provisions of this Section 46, the price shall be deemed to be the fair market value of the stock at such time as determined in good faith by the Board of Directors. In the event the corporation elects to purchase all of the shares or, with consent of the stockholder, a lesser portion of the shares, it shall give written notice to the transferring stockholder of its election and settlement for said shares shall be made as provided below in paragraph (d).

(c)The corporation may assign its rights hereunder.

(d)In the event the corporation and/or its assignee(s) elect to acquire any of the shares of the transferring stockholder as specified in said transferring stockholder’s notice, the Secretary of the corporation shall so notify the transferring stockholder and settlement thereof shall be made in cash within thirty (30) days after the Secretary of the corporation receives said transferring stockholder’s notice; provided that if the terms of payment set forth in said transferring stockholder’s notice were other than cash against delivery, the corporation and/or its assignee(s) shall pay for said shares on the same terms and conditions set forth in said transferring stockholder’s notice.

(e)In the event the corporation and/or its assignees(s) do not elect to acquire all of the shares specified in the transferring stockholder’s notice, said transferring stockholder may, within the sixty-day period following the expiration of the option rights granted to the corporation and/or its assignees(s) herein, transfer the shares specified in said transferring stockholder’s notice which were not acquired by the corporation and/or its assignees(s) as specified in said transferring stockholder’s notice. All shares so sold by said transferring stockholder shall continue to be subject to the provisions of this bylaw in the same manner as before said transfer.

Section 9.2Anything to the contrary contained herein notwithstanding, the following transactions shall be exempt from the provisions of this bylaw:

(a)A stockholder’s transfer of any or all shares held either during such stockholder’s lifetime or on death by will or intestacy to such stockholder’s immediate family or to any custodian or trustee for the account of such stockholder or such stockholder’s immediate family or to any limited partnership of which the stockholder, members of such stockholder’s immediate family or any trust for the account of such stockholder or such stockholder’s immediate family will be the general of limited partner(s) of such partnership. “Immediate family” as used herein shall mean spouse, lineal descendant, father, mother, brother, or sister of the stockholder making such transfer.

(b)A stockholder’s bona fide pledge or mortgage of any shares with a commercial lending institution, provided that any subsequent transfer of said shares by said institution shall be conducted in the manner set forth in this bylaw.

(c)A stockholder’s transfer of any or all of such stockholder’s shares to the corporation or to any other stockholder of the corporation.

(d)A stockholder’s transfer of any or all of such stockholder’s shares to a person who, at the time of such transfer, is an officer or director of the corporation.

(e)A corporate stockholder’s transfer of any or all of its shares pursuant to and in accordance with the terms of any merger, consolidation, reclassification of shares or capital reorganization of the corporate stockholder, or pursuant to a sale of all or substantially all of the stock or assets of a corporate stockholder.

(f)A corporate stockholder’s transfer of any or all of its shares to any or all of its stockholders.

(g)A transfer by a stockholder which is a limited or general partnership to any or all of its partners or former partners.

In any such case, the transferee, assignee, or other recipient shall receive and hold such stock subject to the provisions of this bylaw, and there shall be no further transfer of such stock except in accord with this bylaw.

Section 9.3The provisions of this bylaw may be waived with respect to any transfer either by the corporation, upon duly authorized action of its Board of Directors, or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation (excluding the votes represented by those shares to be transferred by the transferring stockholder). This bylaw may be amended or repealed either by a duly authorized action of the Board of Directors or by the stockholders, upon the express written consent of the owners of a majority of the voting power of the corporation.

Section 9.4Any sale or transfer, or purported sale or transfer, of securities of the corporation shall be null and void unless the terms, conditions, and provisions of this bylaw are strictly observed and followed.

Section 9.5The foregoing right of first refusal shall terminate on the date securities of the corporation are first offered to the public pursuant to a registration statement filed with, and declared effective by, the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

Section 9.6The certificates representing shares of stock of the corporation shall bear on their face the following legend so long as the foregoing right of first refusal remains in effect:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE CORPORATION AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE CORPORATION.”

ARTICLE X
MARKET STAND-OFF.

Section 10.1By acceptance of the Corporation’s capital stock, whether directly upon issuance by the Corporation or upon transfer from another stockholder, each stockholder agrees that for a period of not less 180 days following the effective date of the first registration statement of the Corporation covering the Corporation’s capital stock (or other securities) to be sold on the Corporation’s behalf in an underwritten public offering, such stockholder will not sell, hedge or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any shares of the Corporation’s capital stock, or other securities of the Corporation held thereby, except securities specifically included in such registration. In order to enforce the foregoing covenant, the Corporation may impose stop-transfer instructions with respect to securities of the Corporation held by such stockholder until the end of such period.

ARTICLE XI
EMERGENCY BYLAW

In the event that a quorum of directors cannot be readily assembled because of a catastrophic event or because one or more directors cannot be readily contacted, the board of directors may take action by the affirmative vote of a majority of those directors present at a meeting and may exercise any emergency power granted to a board of directors under the DGCL not inconsistent with this bylaw. If less than two regularly elected directors are present, the director present may appoint one or more persons (not to exceed the number most recently fixed by the board of directors) from among the officers or other executive employees of the Corporation to serve as substitute directors. If no regularly elected director is present, the officer present having the greatest seniority as an officer shall serve as a substitute director, shall appoint up to two additional persons from among the officers or other executive employees of the Corporation to serve as substitute directors. Special meetings of the board of directors may be called in an emergency by any director or, if no director is present at the Corporation’s principal offices, by the officer present having the greatest seniority as an officer.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1. Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, subject to the provisions of the New York Business Corporation Law and the Certificate of Incorporation. The board of directors may fix in advance a record date for the purpose of determining stockholders entitled to receive payment of any dividend, such record date to be not more than sixty days prior to the payment date of such dividend, or the board of directors may close the stock transfer books for such purpose for a period of not more than sixty days prior to the payment date of such dividend. In the absence of any action by the board of directors, the date upon which the board of directors adopts the resolution declaring such dividend shall be the record date.

Section 7.2. Reserves. There may be created by resolution of the board of directors out of the surplus of the Corporation such reserve or reserves as the directors from time to time, in their discretion, think proper to provide for contingencies, or to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the directors shall think beneficial to the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. Surplus of the Corporation to the extent so reserved shall not be available for the payment of dividends or other distributions by the Corporation.

Section 7.3. Telephone and Similar Meetings. Stockholders, directors and committee members may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 7.4. Books and Records. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its stockholders and board of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

Section 7.5. Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 7.6. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 7.7. Fiscal Year. The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the board of directors.

Section 7.8. Seal. The Corporation may have a seal, and such seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Any officer of the Corporation shall have authority to affix the seal to any document requiring it.

Section 7.10. Insurance. The Corporation may at the discretion of the board of directors purchase and maintain insurance on behalf of any person who holds or who has held any position identified in Section 5.7 against any and all liability incurred by such person in any such position or arising out of his status as such.

Section 7.11. Resignation. Any director, officer or agent may resign by giving written notice to the President or the Secretary. Such resignation shall take effect at the time specified therein or immediately if no time is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.12. Amendment of Bylaws. These Bylaws may be altered, amended or repealed at any meeting of the board of directors at which a quorum is present, by the affirmative vote of a majority of the directors present at such meeting.

Section 7.13. Invalid Provisions. If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative.

Section 7.14. Relation to Certificate of Incorporation. These Bylaws are subject to, and governed by, the Certificate of Incorporation.

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EX1A-3 HLDRS RTS

EXHIBIT 3.1

THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS (180) IMMEDIATELY FOLLOWING THE QUALIFICATION DATE (DEFINED BELOW).

FORM OF EMBER WARRANT

FOR THE PURCHASE OF EMBER TOKENS OR

PROMETHEUM, INC. COMMON STOCK

Issuance Date: [˜], 2017

THIS EMBER WARRANT (the “Warrant”) certifies that, [˜] or its registered assigns (the “Holder”), is entitled upon the terms and subject to the conditions hereinafter set forth, which convert 1 Warrant for 1 Ember Token, if and when issued.

This Warrant is one of a series of Warrants of like tenor being issued to Subscribers in the Company’s offering of Warrants pursuant to Regulation A (the “Offering”) in accordance with, and subject to, the terms and conditions described in the Subscription Agreement entered into by and between the Company and each Subscriber set forth on the signature pages affixed thereto (the “Subscription Agreement”). Capitalized terms used herein without definition have the meanings ascribed to them in the Subscription Agreement.

1.Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms shall have the following meanings:

(a)“Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close

(b)“Ember Tokens” means the blockchain technology based digital securities tokens issued in the Genesis Offering.

(c)“Ember Exercise Date” means the date of closing of the Genesis Offering.

(d)“Qualification Date” means the date that the SEC qualifies the Company’s Regulation A offering.

(e)“Warrant Securities” means the Ember Tokens and the Warrant Shares.

Warrant Share Exercise Date means the

2.Exchange Periods.

(a)Ember Tokens. This Warrant may be exchanged for Ember Tokens at any time or from time to time during the period (the “Ember Token Period”) commencing on the Ember Exercise Date and ending on [˜] (the “Expiration Date”).

3.Expiration. If this Warrant is not exercised in full on or before the Expiration Date, the Warrant shall automatically convert to either one Ember Token per Warrant or the equivalent under its terms and this Warrant shall be null and void.

4.Exercise of Warrant. The Holder may at any time after the Genesis Offering is complete and from time to time through the Expiration Date exchange this Warrant, in whole or in part, by delivering to the Company the original of this Warrant together with a duly executed Exchange Notice in substantially the form attached hereto as Exhibit A.

5.Redemption.

(a)Time of Redemption. This Warrant may be redeemed, in whole and not in part, at the option of the Company, at any time from and after the Ember Exercise Date, and prior to the Expiration Date, upon the notice referred to in Section 6.2, and issue Ember Token(s) to the holders thereof one token for each Warrant held.

(b)Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall fix a date for the effectiveness of the call (the “Redemption Date”). Notice of redemption shall be emailed or mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the Holder at the email or mail address provided by Holder in the Subscription Agreement. Any notice delivered in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder received such notice.

(c)Exercise After Notice of Redemption. This Warrant may be exercised in accordance with Section 1 of this Warrant at any time after notice of redemption shall have been given by the Company pursuant to Section 5 hereof and prior to the Redemption Date. On and after the Redemption Date, the Holder shall have no further rights except to receive, upon cancellation by the Company of the Warrant, one token per Warrant held.

(d)No Other Rights to Cash Payment. Except for a redemption in accordance with this Section 5, no Holder of this Warrant shall be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of this Warrant.

6.  Notices. All notices and other communications hereunder (except payment) shall be in writing and shall be deemed given (a) when delivered personally, (b) one Business Day after being delivered to a nationally recognized overnight courier or (c) on the Business Day received (or the next Business Day if received after 5:00 p.m. local time or on a weekend or day on which banks are closed) when sent via facsimile (with a confirmatory copy sent by overnight courier) or electronic mail, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

To the Holder:	as set forth on the warrant’s transfer records
	[˜]
To the Company:	Prometheum, Inc.
	120 Wall Street, 25th Floor
	New York, NY 10005
	Attention:  Chief Financial Officer

7.Governing Law. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

8.Lost or Stolen Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

9.No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns if any and nothing herein, express or implied, is intended to or shall confer upon any other party any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

10.Entire Agreement; Amendments and Waivers. This Warrant constitutes the sole and entire agreement of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. This Warrant may only be amended, modified or supplemented by an agreement in writing signed by the Company and the Holder. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

11.Successors and Assigns. This Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of the Holder, including subsequent holders hereof (collectively, “Assignees”). The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder.

12.Severability. In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

13.Counterparts. This Warrant may be executed in two or more counterparts, each of which shall be deemed to be an original copy of this Warrant and all of which, when taken together, shall be deemed to constitute one and the same agreement, and photo static, .pdf or facsimile copies of fully-executed counterparts of this Warrant shall be given the same effect as originals.

14.No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officer, thereunto duly authorized, as of the date first indicated above.

PROMETHEUM, INC.
By:
Name:	Aaron L. Kaplan
Title:	Chief Operating Officer

EXHIBIT A

EXERCISE NOTICE

The undersigned, the Holder of the attached Warrant, hereby exercises the right represented by such Warrant to convert the Warrant, 1 Warrant for 1 Ember Token in accordance with the terms of the Warrant.

The undersigned requests that Ember Tokens be issued and delivered to a good custody location as determined by the Company.

EX1A-11 CONSENT

Exhibit 11.1

EX1A-13 TST WTRS

Exhibit 13.1