Offering Memorandum

Official DocumentNiche Forward Contract Offering

OFFERING MEMORANDUM: FORWARD PURCHASE AGREEMENT

Date: December 3, 2025
Issuer: The Onli Corporation
Offering: Forward Purchase Agreement for the Delivery of Niche

1. Executive Summary

This Offering Memorandum relates to the sale of Forward Purchase Agreements (the "Purchase Agreements" or "Agreements") by The Onli Corporation (the "Issuer"). Each Purchase Agreement represents the right to receive a specific quantity of Niche, a digital micro-commodity token, on a future Delivery Date.

This is not an offer to sell securities. This is an offering of a forward contract for the future delivery of a digital commodity. The offering is made strictly on a "first come, first served" basis, with a total availability of 30,000,000 Niche.

2. The Offering

2.1 The Purchase Agreement

This offering (the "Offering") is for Forward Purchase Agreements for Niche. The Purchase Agreement represents the right to receive a specific quantity of Niche tokens on the Delivery Date.

Understanding Forward Contracts: Forward contracts are standard commercial instruments used across industries. Airlines hedge fuel costs, coffee roasters lock in bean prices, and manufacturers secure raw material costs. This Purchase Agreement operates on the same principle—you lock in Niche at $0.55/unit today for delivery in 30 days, rather than paying the $1.00 market price at launch.

  • Purchase Price: Calculated based on Quantity × $0.55 (Pre-Launch Price) + 3% Administrative Fee.
  • Tokens to be Delivered: The specific quantity of Niche purchased by the Buyer (e.g., 100,000).
  • Delivery Date: 30 days from the date the payment wire is received.

2.2 Pricing Structure

The pricing model is designed to provide a fixed, transparent entry point for Buyers.

  • Pre-Launch Price: $0.55 per Niche token.
  • Administrative Fee: 3% of the total Purchase Price.
  • Market Price: Fixed at $1.00 per Niche, reflecting its utility value within the Onli ecosystem.

2.3 The Marketplace

The Purchase Agreement provides rights to Niche tokens that can be used on the Niche Marketplace, an unregulated, peer-to-peer platform where users buy Niche to pay for Onli services (Treasury deployment, Developer subscriptions, Asset issuance fees). Users who pre-purchased Niche but no longer need it have a liquidity option to sell at the fixed $1.00 price to service buyers.

3. Description of Niche

Niche is a "Micro-Commodity" or "Micro-Currency" token designed for the Onli ecosystem. It is a programmed digital object—a unique "genome" that is owned and held by the user. It is not a cryptocurrency.

3.1 Key Features of Niche

Niche offers the following utility and features:

  1. Fixed Value: Niche has a fixed market price of $1.00, providing stability for transactions.
  2. Micro-Currency: Designed for efficient micro-transactions and payments for goods and services within the Onli ecosystem.
  3. True Ownership: Unlike ledger-based tokens, Niche is a digital object that you possess directly (a "bearer asset").
  4. Assurance: Proceeds from the sale of Niche go into an Assurance Account that funds a buy-back guarantee.
  5. Inventory Guarantee: The Issuer guarantees that less than (and never more than) 3% of the inventory will ever be traded without assurance.

4. Risk Factors

Participation in this offering involves a high degree of risk. Prospective Buyers should carefully consider the following risks:

  • Unregulated Market: The Marketplace is unregulated. There is no recourse to government agencies such as the SEC or CFTC.
  • Bearer Instrument Risk: The delivered Niche tokens are bearer instruments. Loss of the physical or digital record may result in the loss of rights to hold Niche.
  • Counterparty Risk: The Buyer relies on the Issuer to fulfill the delivery obligation.
  • No Guarantee of Profit: While the Niche price is fixed at $1.00, market conditions and liquidity may vary.
  • Token Delivery Risk: There is no guarantee that tokens will be delivered on the specified date. Delays may occur due to technical, regulatory, or operational issues.

5. Purchase Instructions

To purchase a Forward Purchase Agreement:

  1. Select Quantity: Determine the amount of Niche tokens you wish to receive.
  2. Calculate Price: Multiply Quantity by $0.55 and add the 3% Administrative Fee.
  3. Submit Payment: Wire the total amount to the Issuer's designated account.
  4. Receive Purchase Agreement: Upon receipt of payment, the Issuer will issue the Purchase Agreement with a Delivery Date set 30 days from the payment receipt date.

THE ONLI CORPORATION Issuer of Niche Tokens