PART I – Transaction Intent & Strategic Vision
Transaction Intent
This offer is submitted by APX Group with the express intention of acquiring, recapitalizing, and structurally transforming América de Cali S.A. through a long-term ownership and governance model designed to align professional management, financial sustainability, and permanent fan participation within a single institutional framework.
APX approaches América de Cali not as a distressed asset or a speculative opportunity, but as a globally relevant cultural institution whose historic scale, supporter base, and sporting potential have never been matched by its financial and organizational structure. The objective of this transaction is therefore not limited to a change of ownership. It is to replace an outdated, centralized ownership model with a modern institutional architecture capable of sustaining competitive success, commercial growth, and cultural legitimacy over multiple decades.
To achieve this objective, APX proposes the formation of a newly incorporated acquisition vehicle that will acquire one hundred percent of the issued and outstanding share capital of América de Cali S.A. Upon completion of the acquisition, ownership of the club will be restructured such that fifty-one percent of the equity is held by a dedicated Fan Foundation, established exclusively to represent supporters collectively, while forty-nine percent of the equity is held by APX Group, which will retain full operational, financial, and strategic control of the club.
This ownership configuration is deliberate. The allocation of a majority equity position to the Fan Foundation is intended to restore a permanent and institutionalized role for supporters within the club’s governance framework, while the retention of operational authority by APX ensures that decision-making remains professional, coherent, and insulated from political or populist pressure. Individual supporters will not hold shares, units, or fractional interests. All equity allocated to the fan base will be held centrally by the Foundation as a non-profit, non-distributing entity whose mandate is representational rather than economic.
Capital Philosophy
The economic foundation of the transaction is equally intentional. Rather than relying on debt financing, external private equity, or direct fan equity participation, APX will fund the acquisition and subsequent modernization of the club through the controlled issuance of APXCOIN®, a proprietary digital utility token that functions as an access and participation instrument within the APX ecosystem and the América Fan Foundation.
APXCOIN® will be issued at a nominal initial value of one United States dollar per token, payable in USDT or USDC. This nominal value represents the initial access price for participation at the point of issuance only. It is not a price peg, not a stabilization mechanism, and not a guarantee of future value. APXCOIN® is explicitly not a stablecoin. It is not backed by reserves, it is not redeemable at a fixed rate, and it carries no obligation on the part of APX to maintain parity with any fiat currency or digital asset. Once issued, APXCOIN® exists as a free-floating utility token whose market value, if any secondary activity develops, is determined independently by usage, demand, and ecosystem adoption.
APX makes no representations regarding future price behavior, appreciation, or liquidity. Participants acquire APXCOIN® in order to access membership privileges and participatory rights, not to preserve capital or generate returns. This principle governs the entire transaction structure and is reflected consistently across legal documentation, technical design, and public communications.
APX proposes to allocate a total nominal value of one hundred million United States dollars in APXCOIN® to this transaction. Proceeds generated from the distribution of APXCOIN® to supporters will be used to fund the acquisition of América de Cali, capitalize APX’s operational role, and provide long-term development capital for the club. APX will design, build, operate, and assume full responsibility for the entire distribution, compliance, and technical infrastructure required to execute this mechanism.
This transaction therefore replaces a fragile ownership and financing model with a durable institutional framework that integrates professional control, fan legitimacy, and modern digital infrastructure, without introducing debt, speculative instruments, or regulatory exposure.
PART II – APXCOIN® Utility Architecture
Token Definition
The use of APXCOIN® as the principal capitalization mechanism in this transaction requires careful and explicit definition. APXCOIN® is a digital utility token designed to provide access, participation, and membership privileges within the APX ecosystem and the América Fan Foundation. It is not, and will not be characterized as, an equity instrument, a profit-sharing mechanism, a stablecoin, or a financial investment.
APXCOIN® is issued with a nominal initial value of one United States dollar per token, payable in USDT or USDC. This nominal value exists solely to establish a clear and uniform entry point at the moment of issuance. It does not imply price stability, price support, redemption rights, or any form of pegging. APXCOIN® is not intended to maintain a constant value relative to any fiat currency, digital asset, or external benchmark. Following issuance, the token’s market behavior, if any secondary market activity exists, is independent of APX’s issuance price and is not controlled, defended, or managed by APX.
Not a Stablecoin
This distinction is fundamental. APXCOIN® is not a stablecoin and must not be interpreted as one. There are no reserves backing the token, no redemption commitments, and no mechanisms designed to hold its price at or near its nominal issuance value.
Consumptive Purpose
Any fluctuation in market value after issuance is incidental and arises solely from the dynamics of usage, demand, and ecosystem participation. APX neither promotes nor guarantees appreciation, and participants are expressly advised that the token’s value may increase, decrease, or become illiquid without notice.
The purpose of APXCOIN® in this transaction is consumptive rather than financial. Holding APXCOIN® entitles the holder to eligibility for membership in the América Fan Foundation and access to defined participation privileges. These privileges include cultural governance participation, priority access to club-related experiences, digital identity recognition, and engagement within APX-operated platforms. APXCOIN® does not confer ownership, profit participation, dividend rights, liquidation rights, or any claim on the assets or revenues of América de Cali.
Equity in the club is held exclusively by the acquisition vehicle, with fifty-one percent allocated to the Fan Foundation and forty-nine percent allocated to APX Group. The Fan Foundation is a non-profit, non-distributing entity that is legally prohibited from transferring economic benefits to its members. As such, no economic rights flow from APXCOIN® ownership to club equity, either directly or indirectly. The token and the shares exist at separate and non-intersecting layers of the structure.
PART II – Infrastructure & Compliance
Technical Infrastructure
The issuance and distribution of APXCOIN® will be conducted through infrastructure designed, deployed, and operated by APX Group. This includes the smart contracts governing issuance, the treasury systems receiving payments, the onboarding and acknowledgment processes for participants, and the technical linkage between token holdings and Foundation membership eligibility. APX assumes full responsibility for the integrity, security, and compliance of this system.
Regulatory Positioning
All communications relating to APXCOIN® will adhere strictly to utility-based positioning. No language suggesting investment, return, yield, or appreciation will be used. Participants will be required to acknowledge explicitly that they are acquiring a utility token for access and participation purposes only, that APXCOIN® is not a stablecoin, and that no expectation of profit exists. This acknowledgment forms part of the contractual relationship between APX and each participant.
By structuring APXCOIN® in this manner, APX ensures that the token fails to meet the criteria commonly used to classify securities or investment contracts. There is no pooling of capital for profit, no expectation of return derived from managerial efforts, and no financial entitlement attached to token ownership. The token is designed to be used, not held for financial gain.
This disciplined architecture is central to the transaction. It allows APX to mobilize global fan participation at scale while preserving regulatory safety, operational clarity, and long-term institutional stability. It also ensures that América de Cali’s supporters engage with the club through meaningful participation rather than speculative financial exposure.
PART III – Capital Flow & Allocation
Capital Formation
The financial mechanics of this transaction are designed to ensure transparency, alignment of incentives, and long-term institutional stability. Capital is introduced into the structure through a single, clearly defined mechanism: the distribution of APXCOIN® at a nominal issuance value of one United States dollar per token, payable in USDT or USDC. This nominal value functions exclusively as an initial access price and must not be interpreted as a price guarantee, valuation benchmark, or stabilization commitment. APXCOIN® is not a stablecoin and is not designed to maintain parity with any fiat currency or digital asset. Once issued, the token exists as a free-floating utility instrument whose market behavior, if any, is independent of the issuance process and outside the control of APX.
APX Group will allocate a total nominal value of one hundred million United States dollars in APXCOIN® to this transaction. These tokens will be made available to supporters and participants through APX-operated digital infrastructure. All payments received in USDT or USDC in exchange for APXCOIN® are collected by APX-controlled treasury accounts and are then allocated in accordance with the transaction structure set forth herein. The club and the selling shareholder do not bear technical, compliance, or execution risk associated with token distribution.
Tripartite Allocation
The proceeds generated from the distribution of APXCOIN® are divided into three equal portions, each serving a distinct and essential purpose within the overall transaction architecture.
One-third of the net proceeds is designated as purchase consideration payable to the current owner of América de Cali S.A. This payment constitutes full and final consideration for the transfer of one hundred percent of the issued share capital of the club into the acquisition vehicle established by APX. This portion of the proceeds is contractually segregated and paid directly to the seller, ensuring clarity of exit and eliminating exposure to future operational or market developments.
A second one-third portion of the proceeds is allocated to APX Group. This allocation reflects the fact that APX is not merely providing capital but is assuming responsibility for the design, deployment, and long-term operation of the entire ecosystem supporting the club. APX bears the costs and risks associated with building and maintaining the token infrastructure, the membership systems, the governance framework, the global distribution strategy, and the professional management platform required to modernize América de Cali. The allocation to APX capitalizes these responsibilities, supports liquidity and operational continuity, and enables APX to sustain its long-term stewardship role.
PART III – Club Development & Governance
Development Capital
The remaining one-third of the proceeds is irrevocably reserved for the future development and operational needs of América de Cali. These funds are allocated at the club level and may be used solely for purposes that strengthen the institution as a sporting and cultural entity. Such purposes include, but are not limited to, first-team squad development, football operations modernization, academy investment, expansion of the women’s program, commercial infrastructure upgrades, digital systems implementation, and the preliminary stages of stadium feasibility and planning. These funds are not distributable to APX, the Fan Foundation, or any individual and are not subject to repayment. Their sole function is to serve as long-term growth capital for the club.
Governance over the deployment of club development capital is structured to ensure accountability and alignment with the strategic objectives of the transaction. APX, acting as the operating shareholder, will implement multi-year budgets and investment plans subject to internal controls and oversight mechanisms consistent with international best practices in professional football management. This approach ensures that funds contributed through supporter participation are deployed visibly, responsibly, and in a manner that produces tangible improvements in sporting performance and institutional capability.
Participatory Nature
It is expressly acknowledged that holders of APXCOIN® do not participate directly or indirectly in these capital flows. Token holders do not receive distributions, rebates, dividends, revenue shares, or any form of economic return from the proceeds of the token distribution or from the future operations of América de Cali. Their relationship to the transaction is participatory rather than financial. APXCOIN® confers access, eligibility, and membership privileges, not economic entitlement. This separation is fundamental to the integrity of the utility framework and is maintained throughout the structure.
The tripartite allocation of proceeds creates a balanced and sustainable incentive system. The selling shareholder receives immediate, defined consideration and exits the ownership structure cleanly. APX Group is capitalized to execute its long-term operational mandate and absorb the responsibilities associated with modernization and global expansion. América de Cali receives transformational funding without incurring debt, without mortgaging future revenues, and without fragmenting ownership or governance.
This capital structure aligns the interests of all stakeholders around the long-term success of the club rather than short-term financial extraction. It replaces fragile, season-dependent financing with a scalable, community-supported funding model capable of supporting América de Cali’s evolution into a modern, globally recognized football institution.
PART IV – Governance & Control Rights
Governance Architecture
The effectiveness of this transaction depends not only on capital formation and ownership realignment, but on the establishment of a governance framework capable of enforcing professional management, protecting long-term strategic coherence, and insulating the club from instability. This section sets forth the governance and control architecture that will apply following completion of the acquisition, as well as the conditions under which the transaction will be consummated and the mechanisms by which control will be exercised after closing.
Upon completion of the acquisition, América de Cali S.A. will be wholly owned by the acquisition vehicle established by APX Group. The equity of that vehicle will be held fifty-one percent by the Fan Foundation and forty-nine percent by APX Group. Notwithstanding the numerical allocation of shares, operational control of the club will vest exclusively in APX Group. This allocation of authority is intentional and is designed to ensure that the club is managed as a professional sporting institution rather than as a consensus-driven association subject to political fragmentation.
The governance documents executed at closing will provide APX with exclusive authority over all matters relating to sporting operations, executive management, financial planning, budgeting, capital deployment, commercial strategy, media and content activities, stadium negotiations, and long-term institutional development. These authorities will be protected through a combination of shareholder agreements, reserved matters, voting class provisions, and affirmative control rights that cannot be overridden by the Fan Foundation or any other party.
Role of Fan Foundation
The Fan Foundation’s role within the governance structure is representational and cultural. Through its board and membership processes, the Foundation will exercise defined rights relating to the identity, traditions, and supporter experience of the club. These rights are limited deliberately to non-financial and non-operational domains. They do not extend to player recruitment, contract negotiations, wage structures, transfer decisions, commercial agreements, financing activities, or capital expenditures. This delineation preserves fan participation while ensuring that the club’s competitive and financial decisions remain centralized, professional, and accountable.
The board of directors of the acquisition vehicle will be structured to reflect this division of authority. APX will appoint a majority of the directors and will retain the right to designate the chair and key committee leadership. The Fan Foundation will be entitled to representation at board level for purposes of transparency and cultural oversight, but such representation will not carry veto rights or blocking power over operational decisions. Independent directors may be appointed to reinforce governance integrity and provide additional oversight where appropriate.
In order to protect APX’s ability to execute its long-term strategy, the governance documentation will include a comprehensive list of reserved matters requiring APX consent. These matters will include, among others, any change to the club’s sporting strategy, any incurrence of debt, any issuance of equity or equity-linked instruments, any material commercial partnership, any sale or encumbrance of material assets, any modification to the Fan Foundation’s mandate, and any alteration of the APXCOIN® utility framework. This ensures that the strategic architecture established through this transaction cannot be dismantled through incremental or populist decisions.
PART IV – Execution & Post-Closing
Conditions Precedent
The closing of the transaction will be subject to customary conditions precedent designed to protect all parties and ensure a clean transfer of ownership. These conditions include the completion of legal, financial, and tax due diligence to the satisfaction of APX; confirmation that all historical liabilities, including debts, contingent obligations, and regulatory exposures, have been fully disclosed and resolved by the seller; and the execution of definitive transaction documents reflecting the structure and terms described in this offer.
In addition, closing will be conditioned upon the formal establishment of the Fan Foundation as a non-profit, non-distributing entity with bylaws consistent with the governance principles set forth herein. The Foundation’s governing documents must expressly prohibit the distribution of profits, dividends, or economic benefits to members and must confirm that membership does not constitute ownership or investment. This condition is essential to preserving the regulatory integrity of the overall structure.
The transaction will also be conditioned upon confirmation from APX’s legal advisors that the APXCOIN® utility framework, as implemented, does not constitute the issuance of securities or regulated financial instruments in the relevant jurisdictions. While APX assumes responsibility for the design and operation of the token ecosystem, regulatory comfort is a prerequisite to proceeding to closing.
At closing, one hundred percent of the issued share capital of América de Cali S.A. will be transferred to the acquisition vehicle. Simultaneously, the agreed portion of APXCOIN® distribution proceeds designated as purchase consideration will be paid to the seller. Title to the shares will pass free and clear of liens, encumbrances, or third-party claims, and the seller will provide customary representations and warranties regarding ownership, authority, and the absence of undisclosed liabilities.
Post-Closing Authority
Immediately following closing, APX will assume full executive control of the club. This includes the authority to appoint and remove senior management, restructure departments, renegotiate contracts, and implement the operational and sporting modernization plan described in this offer. The transition period will be managed by an APX-appointed integration team tasked with stabilizing operations, communicating clearly with stakeholders, and executing the first phase of the transformation program.
Within the first ninety days following closing, APX will implement the core elements of the new governance and operational framework. This includes the appointment of a sporting director, the installation of modern financial and performance reporting systems, the restructuring of the commercial department, and the launch of the APXCOIN®-enabled membership platform in coordination with the Fan Foundation. These steps are designed to establish credibility, momentum, and clarity of direction at the earliest possible stage.
The post-closing execution authority granted to APX is intended to be durable and long-term. The objective of this transaction is not to manage América de Cali through a transitional phase and then exit, but to embed a governance and capital model that can sustain competitive success and institutional stability across multiple sporting cycles. APX’s control rights are therefore structured to survive changes in management, shifts in market conditions, and fluctuations in sporting performance.
This offer represents a comprehensive and integrated proposal to acquire, recapitalize, and modernize América de Cali S.A. It aligns capital formation with fan legitimacy, professional management with cultural continuity, and innovation with regulatory discipline. By accepting this offer, the seller enables the club to enter a new era defined by stability, competitiveness, and global relevance.
CONCLUSION
Strategic Closing Statement
This offer sets out a complete and internally coherent framework for the acquisition, recapitalization, and long-term transformation of América de Cali S.A. It does so by deliberately separating ownership, governance, capital formation, and fan participation into complementary but legally distinct layers, each designed to reinforce the others without creating regulatory exposure or operational instability.
At its core, the transaction recognizes a fundamental reality: América de Cali cannot be sustainably modernized through traditional ownership models alone. Nor can it be entrusted to fragmented or speculative forms of fan ownership. The club requires professional control, long-term capital, and institutional continuity, while its supporters require legitimacy, participation, and a credible sense of shared destiny. This offer reconciles those needs through structure rather than rhetoric.
Under the proposed model, ownership of the club is reconstituted through a single acquisition vehicle, with equity divided between APX Group as the operating and controlling shareholder and the Fan Foundation as the collective institutional representative of supporters. Fans do not acquire individual shares directly in the club, nor do they receive economic rights, dividends, or profit participation. Instead, they participate through the Foundation, which holds equity in trust and exercises defined cultural and representational rights on behalf of its members.
Summary of Terms & Execution Roadmap
49% held by APX Group (Operational, Financial, & Sporting Control).
Note: APXCOIN® is a utility token for access/membership, not a security or stablecoin.
1/3 to APX Group (Operations, Infra, Liquidity).
1/3 to Club (Irrevocable Development Capital).
Foundation: Cultural oversight and representational rights only.
(Day 0 - Signing)
2. Incorporation of the Acquisition Vehicle (NewCo).
3. Formal Establishment of the Fan Foundation.
4. Commencement of Confirmatory Due Diligence.
(Days 1-30)
2. Full Disclosure & Resolution of Historical Liabilities.
3. Transfer of 100% Share Capital to NewCo.
4. Payment of Purchase Consideration to Seller.
(Days 31-90)
2. Implementation of Modern Financial Controls.
3. Restructuring of Commercial Department.
4. Launch of APXCOIN®-enabled Membership Platform.
Final Alignment
Capital formation is achieved not through the sale of equity to the public and not through speculative instruments, but through a fan-enabled fundraising mechanism that leverages APXCOIN® strictly as a utility tool. APXCOIN® is not consideration for shares. It is not a proxy for ownership. It is not a stablecoin, a security, or an investment product. Its sole function is to enable, coordinate, and incentivize participation in the fundraising process by granting access, membership privileges, and engagement rights within the APX and América ecosystems.
Supporters who choose to participate in the fundraising do so through two legally distinct actions. First, they may acquire APXCOIN® at a nominal issuance price as a utility token that provides access, identity, and participation privileges. Second, and separately, they may elect to participate in the Fan Foundation’s capital program, through which the Foundation acquires and holds equity in the club on a collective basis. The acquisition of APXCOIN® does not itself convey equity, nor does it automatically result in share ownership. It merely enables participation in the broader ecosystem through which the fundraising is organized.
This separation is intentional and essential. It ensures that APXCOIN® remains a consumptive utility token, free from securities classification, while allowing the Fan Foundation to function as the equity-holding vehicle through which supporters are collectively represented. The fundraising process is therefore enabled by APXCOIN®, but not legally dependent on it as consideration for shares.
The proceeds generated through this structure are deployed in a balanced and transparent manner. The selling shareholder receives defined and immediate consideration. APX Group is capitalized to execute its long-term operational mandate. América de Cali receives dedicated development capital to fund sporting competitiveness, institutional modernization, and infrastructure planning. No party is dependent on speculative outcomes, and no financial promises are made to supporters.
This offer establishes a governance and capital model that is robust, scalable, and replicable, while remaining sensitive to the unique cultural position of América de Cali. It replaces fragility with structure, mistrust with transparency, and short-term improvisation with long-term institutional design.
APX submits this offer with the intent to proceed promptly toward definitive agreements, subject to due diligence and customary conditions, and to steward América de Cali into a new era defined by stability, competitiveness, and global relevance.
ANNEX A – Draft Bylaws
Articles 1-5
Article 1 – Name and Legal Form
The entity shall be known as the América Fan Foundation. The Foundation shall be constituted as a non-profit, non-distributing legal entity, organized exclusively for representational, cultural, and community purposes. The Foundation shall not be formed for the purpose of generating profits for its members, nor shall it distribute economic benefits of any kind.
Article 2 – Purpose and Mission
The purpose of the Foundation is to represent the collective voice of supporters of América de Cali and to hold an equity interest in the club solely in a fiduciary and institutional capacity. The Foundation exists to preserve the identity, traditions, and cultural continuity of the club, to facilitate structured fan participation, and to act as a stable counterparty within the club’s long-term governance framework. The Foundation shall not engage in commercial activity for profit, nor shall it operate as an investment vehicle for its members. Its mission is representational, not financial.
Article 3 – Relationship to América de Cali and APX Group
The Foundation shall hold equity in América de Cali through the designated acquisition vehicle, as set forth in the governing transaction documents. Such equity shall be held collectively and indivisibly by the Foundation. No member of the Foundation shall have a direct or indirect ownership interest in the club by virtue of Foundation membership. Operational control of América de Cali shall reside exclusively with APX Group, as provided in the shareholder agreements. The Foundation shall not interfere in sporting, financial, commercial, or executive decision-making.
Article 4 – Membership
Membership in the Foundation shall be open to supporters who satisfy the eligibility criteria established by the Foundation’s governing body. Eligibility may include, without limitation, holding APXCOIN® as a utility token, completion of registration procedures, and acceptance of the Foundation’s terms and code of conduct. Membership confers participatory and representational rights only. Membership does not constitute ownership, does not convey economic rights, and does not entitle the member to dividends, profits, or distributions of any kind.
Article 5 – APXCOIN® and Fundraising Enablement
APXCOIN® is a digital utility token issued and administered by APX Group. APXCOIN® is not issued by the Foundation and does not represent shares, equity, or ownership in the Foundation or in América de Cali. The acquisition or holding of APXCOIN® does not itself constitute a purchase of shares or an investment in the club. APXCOIN® serves solely as an enabling and incentivizing mechanism within the fundraising and participation framework, facilitating access, coordination, engagement, and identity within the ecosystem. Any participation by the Foundation in equity acquisition or capital contribution to the club shall occur through legally distinct mechanisms governed by separate documentation. The Foundation acknowledges and affirms that APXCOIN® is not consideration for equity.
Articles 6-10
Article 6 – Rights of Members
Members of the Foundation shall have the right to participate in cultural and representational matters, including but not limited to matters relating to club identity, supporter experience, community initiatives, and other non-financial subjects as determined by the Foundation’s governing body. Members shall not have the right to vote on matters relating to player transfers, salaries, budgets, financing, commercial contracts, executive appointments, or any other operational or financial decisions of the club.
Article 7 – Prohibition on Economic Rights
The Foundation is expressly prohibited from distributing profits, dividends, or economic benefits to its members. No member shall have a claim on the assets, revenues, or surplus of the Foundation or of América de Cali. Upon dissolution, any remaining assets of the Foundation shall be transferred to a charitable or community purpose consistent with its mission.
Article 8 – Governance of the Foundation
The Foundation shall be governed by a board composed of representatives appointed in accordance with its internal rules. The board shall act in a fiduciary capacity to uphold the mission of the Foundation and to represent supporters collectively. The board shall not act as a shadow management body of the club and shall not seek to influence operational decisions reserved to APX Group.
Article 9 – Amendments
These bylaws may be amended only in accordance with procedures designed to protect the non-profit, non-distributing, and non-investment character of the Foundation. No amendment may introduce economic rights, profit participation, or ownership entitlements for members.
Article 10 – Regulatory Positioning
The Foundation acknowledges and affirms that APXCOIN® is a utility token and not a security, and that membership in the Foundation does not constitute an investment. All Foundation activities shall be conducted in a manner consistent with this position.
ANNEX B – Fan Equity Subscription Agreement
Explanatory Memorandum & Full Text
This Annex serves as an illustrative guide to the Fan Equity Subscription Agreement (the “Agreement”) entered into by and between América Fan Foundation (the “Foundation”) and the subscriber (the “Subscriber”). The full text of the binding clauses (1-10) is presented below, organized by functional category for clarity.
I. Core Structure & Participation
1. Purpose and Nature of the Foundation
1.1 The Foundation has been established solely to act as a collective, institutional representative of supporters of América de Cali S.A. (“América de Cali”) and to hold an equity interest in América de Cali through a designated acquisition vehicle in a fiduciary and custodial capacity.
1.2 The Foundation is not an investment fund, partnership, joint venture, or profit-seeking entity. The Foundation does not distribute profits, dividends, or economic returns of any kind to its members or subscribers.
1.3 Nothing in this Agreement shall be construed as granting the Subscriber any direct or indirect ownership interest in América de Cali or in any shares held by the Foundation.
2. Subscription and Participation
2.1 By executing this Agreement, the Subscriber applies to participate in the Foundation’s equity subscription framework (the “Program”).
2.2 Any funds contributed by the Subscriber pursuant to this Agreement are contributed to the Foundation exclusively and not to América de Cali or to any shareholder of América de Cali.
2.3 The Foundation alone shall hold legal and beneficial title to any equity interest acquired in América de Cali. The Subscriber shall not acquire shares, fractional interests, beneficial ownership, or any transferable equity interest in América de Cali or in the Foundation.
2.4 The Subscriber’s participation under this Agreement constitutes a non-transferable, non-economic, participatory membership interest in the Foundation only and does not constitute a security, share, or investment contract.
II. The Token Distinction
3. Separation from APXCOIN®
3.1 The Subscriber acknowledges and agrees that APXCOIN® is a digital utility token issued and administered solely by APX Group and is not issued by the Foundation.
3.2 APXCOIN® is not consideration for any equity interest, participation right, or subscription under this Agreement. No APXCOIN® is exchanged for shares, units, or ownership interests.
3.3 The acquisition, holding, or use of APXCOIN® is legally and functionally independent from participation in the Program. Any participation in the Program is effected solely through this Agreement and through legally distinct documentation.
3.4 APXCOIN® may be used as an enabling, coordinating, or eligibility mechanism within the broader ecosystem through which the Program is organized. Such use does not alter the legal separation between token ownership and equity participation.
3.5 The Subscriber expressly acknowledges that APXCOIN® is a utility token, is not a stablecoin, is not a security, and is not an investment product, and that no expectation of profit, price stability, or liquidity is associated with APXCOIN®.
III. Rights, Limits & Financial Discipline
4. Rights and Limitations of the Subscriber
4.1 The Subscriber’s rights are strictly limited to participatory and representational rights within the Foundation as defined by the Foundation’s bylaws and internal governance rules.
4.2 Without limitation, the Subscriber shall have no right to:
(a) dividends, profits, or distributions of any kind;
(b) any portion of the assets or revenues of América de Cali;
(c) any portion of the assets or surplus of the Foundation;
(d) vote on or influence sporting, financial, commercial, executive, or operational matters of América de Cali;
(e) demand redemption, repayment, or liquidity of any contribution.
4.3 The Subscriber acknowledges that participation is not motivated by financial return and carries no expectation of profit.
5. Use of Contributed Funds
5.1 Funds contributed pursuant to this Agreement may be used by the Foundation solely for purposes consistent with its mission, including:
(a) acquiring and holding an equity interest in América de Cali;
(b) fulfilling governance, compliance, and administrative functions of the Foundation;
(c) supporting representational and cultural activities of the Foundation.
5.2 Under no circumstances shall contributed funds be distributed to Subscribers or used for speculative, profit-generating, or investment purposes.
IV. Legal Acknowledgments
6. Representations and Acknowledgments
6.1 The Subscriber represents and acknowledges that:
(a) participation is voluntary and for representational purposes only;
(b) no promises or representations of financial return have been made;
(c) the Foundation is not an investment vehicle;
(d) participation may be illiquid, non-transferable, and perpetual in nature;
(e) the Subscriber has had the opportunity to review the Foundation’s bylaws and to seek independent legal advice.
6.2 The Subscriber further represents that entering into this Agreement does not violate any applicable law or contractual obligation.
7. Non-Transferability
7.1 Participation rights under this Agreement are personal to the Subscriber and may not be transferred, sold, assigned, pledged, or otherwise disposed of.
7.2 Any purported transfer in violation of this Clause 7 shall be null and void.
8. No Partnership or Agency
8.1 Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, fiduciary relationship, or employment relationship between the Subscriber and the Foundation, APX Group, or América de Cali.
9. Governing Law and Jurisdiction
9.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Foundation is incorporated, without regard to conflict-of-laws principles.
10. Entire Agreement
10.1 This Agreement constitutes the entire agreement between the Subscriber and the Foundation with respect to the subject matter hereof and supersedes all prior discussions, representations, or understandings.
10.2 Any amendment to this Agreement must be in writing and executed by the Foundation.
ANNEX C – Regulatory Explanatory Memorandum
APXCOIN® – A Utility Coin
I. Purpose & Transaction Overview
1. Purpose of This Memorandum
This memorandum is provided for the purpose of clarifying the legal and functional separation between APXCOIN®, a digital utility token issued by APX Group, and any equity interests held in or relating to América de Cali S.A. or the América Fan Foundation. It is intended to explain why APXCOIN® does not constitute consideration for equity, does not represent ownership or investment, and should not be classified as a security or regulated financial instrument.
2. Overview of the Transaction Structure
América de Cali S.A. is acquired through a designated acquisition vehicle. Equity in that vehicle is held by two institutional shareholders: APX Group and the América Fan Foundation. The Fan Foundation is a non-profit, non-distributing entity that holds equity in a fiduciary and representational capacity only.
Individual supporters do not acquire shares in América de Cali S.A. and do not acquire equity in the acquisition vehicle. Supporter participation is structured through membership in the Fan Foundation and through participation in a separate, non-equity fundraising framework.
APXCOIN® operates at a different and legally independent layer of this structure.
II. The Nature of APXCOIN®
3. Nature of APXCOIN®
APXCOIN® is a digital utility token issued and administered by APX Group. It is designed to function as an access, participation, and engagement mechanism within the APX ecosystem and related platforms.
APXCOIN® is not: a share or equity instrument; a claim on assets or revenues; a profit-sharing mechanism; a dividend-bearing instrument; a stablecoin; a debt instrument; an investment contract.
APXCOIN® is issued at a nominal initial price of one United States dollar per token, payable in USDT or USDC. This nominal price represents an initial access price only and does not imply price stability, price support, redemption rights, or any obligation on the part of APX Group to maintain parity with any currency or asset. APXCOIN® is not backed by reserves and is not redeemable at a fixed rate.
4. Legal Separation Between APXCOIN® and Equity
The acquisition, holding, or use of APXCOIN® does not confer, directly or indirectly, any equity interest in América de Cali S.A., the acquisition vehicle, or the América Fan Foundation.
No APXCOIN® is exchanged for shares. No shares are issued in exchange for APXCOIN®. No equity rights flow from token ownership.
Equity interests are acquired, held, and governed exclusively through separate legal instruments, including shareholder agreements and foundation governing documents. Any participation by supporters in the Fan Foundation’s equity holding framework is effected through independent legal acts that are not token-based and do not involve APXCOIN® as consideration.
The purchase or holding of APXCOIN® is neither necessary nor sufficient to acquire equity or equity-like rights.
III. Fundraising & Regulatory Position
5. Role of APXCOIN® in Fundraising Enablement
APXCOIN® functions as an enabling and coordinating mechanism within the broader fundraising ecosystem. It facilitates supporter identification, access to participation channels, community engagement, and membership activation. It may be used as an eligibility or access condition within the ecosystem, but it is not the legal or economic instrument through which equity is purchased.
In legal terms, APXCOIN® enables participation but does not execute or evidence equity subscription. Equity subscription, where applicable, occurs through separate agreements governed by distinct legal documentation and consideration flows.
This structural separation ensures that APXCOIN® is not consideration for equity under contract law, securities law, or regulatory doctrine.
6. Absence of Investment Expectation
APXCOIN® does not provide holders with any right to profits, dividends, distributions, or appreciation derived from the efforts of APX Group, América de Cali S.A., or any affiliated entity.
No representations are made regarding future value, price appreciation, liquidity, or secondary market activity. Any fluctuation in token value after issuance, if such activity exists, is incidental and not promoted, supported, or relied upon as part of the transaction.
Participants acquire APXCOIN® for its consumptive utility, access privileges, and participation features, not for financial return.
7. Regulatory Characterization
Because APXCOIN®: does not convey equity or economic rights; is not consideration for shares; carries no profit participation; does not involve pooling of capital for return; does not rely on managerial efforts for value realization—it does not meet the defining characteristics of a security or investment contract under commonly applied regulatory frameworks.
APX Group has deliberately structured APXCOIN® to fail each prong of applicable securities tests and to function exclusively as a utility token within a closed participation ecosystem.
8. Conclusion
APXCOIN® is legally and functionally separate from any equity interest in América de Cali S.A. or the América Fan Foundation. It is not consideration for equity, does not evidence ownership, and does not create an investment relationship.
The use of APXCOIN® as a fundraising enabler does not alter its legal characterization as a utility token. Equity acquisition and governance are conducted through separate, institutionally governed mechanisms designed to preserve regulatory compliance, operational clarity, and long-term stability.
This memorandum is intended to provide transparency and clarity to regulators, counterparties, and advisors reviewing the transaction structure.