2025-11-14

This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The person seeking admission to trading of the crypto-asset is solely responsible for the content of this crypto-asset white paper.

This crypto-asset white paper complies with Title II of Regulation (EU) 2023/1114 of the European Parliament and of the Council and, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.

The crypto-asset referred to in this crypto-asset white paper may lose its value in part or in full, may not always be transferable and may not be liquid.

False

The crypto-asset referred to in this white paper is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council or the deposit guarantee schemes under Directive 2014/49/EU of the European Parliament and of the Council.

Warning

This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone. The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other offer documents pursuant to the applicable national law. This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.

Theoriq's THQ token is a pre-launch, fixed-supply (1 billion) fungible token serving as the value and coordination layer of Theoriq's onchain agent economy. It supports staking and locking mechanisms that secure the protocol and reward participation. Token allocations include multi-year vesting for contributors and investors, while community-sale tokens unlock fully at TGE.

Not applicable as THQ is not a utility token.

This white paper has been prepared for the purposes of seeking admission to trading on the crypto-asset trading platform operated by Coinbase Luxembourg S.A.

Theoriq (BVI) Ltd.

BVI Limited

3rd Floor, Palm Grove House, Road Town, Tortola, VG1110, British Virgin Islands.

3rd Floor, Palm Grove House, Road Town, Tortola, VG1110, British Virgin Islands

2024-10-25

2549008HR6RRRZ9ZI573

BVI Company Number: 2161161

1 345 917 0795

mugglestone@horizonsglobal.io

30

Theoriq Foundation

Register of Directors of Theoriq (BVI) Ltd are as follows:

Theoriq Foundation - Director

Date of Appointment: 25 October 2024

Address: PO BOX 144, 3119 9 Forum Labe, Camana Bay, George Town, Grand Cayman, Cayman Islands, KY1 - 9006

Theoriq is focused on developing an infrastructure layer that enables autonomous AI agents and agent swarms to collaborate, optimize liquidity, and perform complex financial operations onchain within decentralized finance (DeFi). Its principal activities include providing tools for autonomous trading, yield optimization, treasury management, and liquidity provisioning, all powered by the native THQ token, which serves as the value and coordination layer for the agentic economy. Theoriq's ecosystem supports staking, locking, and delegation of THQ to secure the network and incentivize participation. The principal markets for Theoriq are DeFi protocols, projects with native tokens seeking advanced financial primitives, capital allocators (both institutional and retail investors) aiming to optimize capital deployment and yield, and agent developers who wish to build, deploy, and monetize AI agents for complex DeFi use cases.

The parent company behind Theoriq BVI is Theoriq Foundation. It is an Exempted Limited Guarantee Foundation Company incorporated in the Cayman Islands with Limited Liability on 13 September 2024.

Its principal objectives are

• to develop, support and maintain Theoriq, an artificial intelligence agent base layer built on blockchain technology, as a technology that is safe, prosocial and to be beneficial to humanity in the long-term. The foundation company must consider the beneficial interests and risks for all stakeholders including the general public, independent researchers, users, agent creators and developers, and contributors to the protocol;
• to provide for the governance of Theoriq by a decentralised autonomous organization;
• to act as a holding company and an investment company, with no restriction on the objects or operations of its subsidiaries or on the nature of its or their investments in furtherance of objects (a) and (b);
• to provide financial assistance or benefits to beneficiaries as designated or determined under the articles of association in furtherance of objects (a) and (b); and
• to do all such things as in the opinion of the directors are or may be incidental or conducive to the above objects or any of them.

True

Not applicable as the person seeking admission to trading was established in 2024.

Financial information of Theoriq BVI Ltd for the year ending 31st December 2024 is as follows:

Assets
Cash and cash equivalents - 0 USD

Loans & Receivables - 459 USD

Investments & other financial assets - 0 USD

Tangible fixed assets - 0 USD

Intangible assets - 6,302 USD

Total assets - 6,761 USD

Liabilities

Accounts payable - 3,285USD

Long-term debts - 0 USD

Other liabilities - 459 USD

Total liability - 3,744 USD

Shareholder's equity - 3,017 USD

False

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the issuer is the person seeking admission to trading.

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Not applicable as offeror is not admitting crypto asset to trading.

Not applicable as the operator of the platform is not admitting the crypto-asset to trading

Theoriq.

THQ

THQ

Purpose and Goals:
Theoriq aims to advance decentralized finance (DeFi) by enabling autonomous AI agents and swarms to collaborate, optimize liquidity, and perform complex financial tasks onchain. Its native token, THQ, serves as the value and coordination layer for this agentic economy, aligning incentives among users, agents, and developers while underpinning protocol security and access.

Key Features and Operation:

• THQ has a fixed supply of one billion tokens and it powers staking, locking, and delegation mechanisms for protocol participation and security.
• Users can stake THQ to mint sTHQ, securing the network and earning protocol emissions and rewards; sTHQ can be further locked to mint αTHQ, which provides enhanced rewards and time-weighted power.
• αTHQ holders can delegate their stake to specific AI agents, boosting agent capacity, earning discounts, and exposing delegated stake to slashing for protocol security.
• The protocol supports products like AlphaSwarm, enabling AI-driven automation for DeFi actions such as liquidity provisioning, yield optimization, and autonomous trading.
• Agent actions and outcomes are recorded to build reputation scores, incentivize performance, and enable trustless collaboration at scale.
• The roadmap includes phased rollouts of staking, locking, delegation, multi-chain support, and future decentralization and insurance mechanisms.

Ron Bodkin – CEO & Co-Founder, ChainML*
Arnaud Flament – CTO & Co-Founder, ChainML
Ethan Jackson – Head of Research & Co-Founder, ChainML
David Mueller – CPO & Co-Founder, ChainML
Jeremy Millar – Chairman & Director, Theoriq Foundation
Pei Chen – Executive Director & COO, Theoriq Foundation
Mark Mugglestone - Director, Theoriq Foundation
Dentons Rodyk & Davidson LLP – Legal counsel

*Note: ChainML is the developer of Theoriq technology

False

Not applicable as THQ is not a utility token.

Achievements:
Theoriq has completed foundational work for its agentic DeFi ecosystem, including the publication of its Litepaper (v4) and Token Economics (v5, September 2025 edition). The project launched the AlphaProtocol testnet in October 2024, and the AlphaVault Phase 1 on November 3, 2025.

The project has also defined a comprehensive tokenomics structure for THQ, detailing its capped supply, allocation, and multi-year incentive programs. The team has also designed a phased rollout plan for staking, locking, delegation, and agent module integration, and outlined mechanisms for community participation and governance. These deliverables establish the groundwork for the upcoming mainnet launch and future protocol development.

Future Milestones (Proposed Timeline):

• Phase 1: Mainnet (THQ staking, sTHQ emissions, security layer) — Target: 2025 (exact date not specified)
• Phase 2: Lock-Up & Security (AlphaLocker, αTHQ, slashing, multi-chain expansion) — Target: 2025–2026 (exact date not specified)
• Phase 3: Delegation & Agent Modules (delegation, new agent modules, fee splitting, cross-chain support) — Target: 2026 (exact date not specified)
• Future Phases: Decentralization, protocol insurance reserves, expanded integrations, and innovative reward mechanisms — Target: To be announced

The THQ token will serve as the value and coordination layer, enabling staking, governance, agent delegation, and access to protocol features and rewards throughout these milestones.

Financial Resources:

• ChainML, the developer of Theoriq techhnology, is backed by multiple venture investors, including Hack VC, IOSG, Foresight Ventures, HashKey Capital, Inception Capital, Figment Capital, LongHash Ventures, AV, HTX Ventures, Hypersphere Ventures, Antalpha, HashCIB, Construct Ventures, and Stateless VC. No public information on the total funding amount raised.
• Token supply is fixed at 1 billion THQ, with 30% allocated to investors, 24% to core contributors, 18% to community incentives, and 28% to the treasury for ecosystem and operational funding.

Human Resources:

• Leadership team includes Ron Bodkin (CEO & Co-Founder, ChainML), Jeremy Millar (Chairman, Theoriq Foundation), Pei Chen (Executive Director, Theoriq Foundation), David Mueller (CPO & Co-Founder, ChainML), Ethan Jackson (Head of Research & Co-Founder, ChainML), and Arnaud Flament (CTO & Co-Founder, ChainML).
• No public information on total team size or specific hiring numbers; hiring is ongoing.

Technological Resources:

• AlphaProtocol, AlphaVault and AlphaSwarm are currently in testing, enabling autonomous agent swarms for DeFi use cases such as liquidity provisioning, yield optimization, and autonomous trading. These will go live between Nov 24, 2025 and TGE (target date: Dec 9, 2025).
• Key infrastructure components include Profiles (data stores for AI agents), Channels (communication infrastructure), AlphaStudio (user interface for agent interaction), and AlphaHub (marketplace for agents and swarms).
• Theoriq Agent SDK is available on GitHub for developers.

Other Significant Investments:

• Strategic partnerships and programs with organizations such as The Graph, LayerZero, Google Cloud Startup Program, NVIDIA Inception Program, Filecoin Foundation, AWS and others.
• Multi-year incentive programs and community engagement initiatives are planned and funded through token allocations.

Theoriq (THQ) plans to use its crypto-assets to support ecosystem incentives, strategic partnerships, and ongoing protocol operations through its treasury. Funds are also allocated to reward contributors, ambassadors, agent operators, and the broader community, as well as to incentivize adoption and engagement both before and after token generation. Protocol fees collected from agent activities are used for buybacks, rewards distribution, and partner incentives. Staking and locking mechanisms secure the network and align long-term participation, while delegated and locked tokens serve as collateral for agent performance, with slashing and burning reinforcing security and accountability. Active treasury management is exercised to support ecosystem initiatives, engagement, and continued adoption.

ATTR

Enable EU market access for THQ holders.

Not applicable. This whitepaper is published solely in relation to the admission to trading of the THQ token and does not relate to any public offering.

There are no minimum target subscription goals.

There are no maximum target subscription goals.

There are no oversubscriptions accepted.

There are no oversubscriptions accepted.

There is no issue price, as the crypto asset is already in issuance.

There is no official currency as the crypto asset is already in issuance.

There are no subscription fees.

Not applicable, as this whitepaper is published in relation to the admission to trading of the THQ token and does not relate to any public offering.

1,000,000,000

ALL

There are no restrictions.

There are no reimbursement rights.

There is no refund mechanism.

There is no refund mechanism.

There are no phases.

There are no discounts.

Not applicable. This whitepaper is published solely in relation to the admission to trading of the THQ token and does not relate to any public offering.

Not applicable. This whitepaper is published solely in relation to the admission to trading of the THQ token and does not relate to any public offering.

Not applicable. This whitepaper is published solely in relation to the admission to trading of the THQ token and does not relate to any public offering.

Not applicable. This whitepaper is published solely in relation to the admission to trading of the THQ token and does not relate to any public offering.

Fiat or other crypto assets.

There are no reimbursement rights.

Not applicable. This whitepaper is published solely in relation to the admission to trading of the THQ token and does not relate to any public offering.

Via crypto-asset trading platforms on which THQ is admitted to trading.

There are no relevant time schedule

There are no technical requirements.

Not applicable.

Not applicable

NTAV

Coinbase Luxembourg S.A.

XNAS

Online via the platform.

Not applicable.

Not applicable, as this whitepaper is published in relation to the admission to trading of the THQ token and does not relate to any public offering.

The issuer is not aware of any potential conflict of interest of the persons involved in its admission to trading.

British Virgin Islands

British Virgin Islands

THQ is a crypto-asset as defined under MiCAR, which is not an “e-money token”, “an asset-referenced token” or a “utility token”, each as defined under MiCAR. Therefore, it falls in the "Other" category

THQ Token Functionalities and Rights:

• Protocol Access & Discounts: Holding THQ unlocks access to the Theoriq Alpha protocol and partner projects, including discounts on protocol fees when interacting with supported agents.

• Staking for Rewards & Security: Users can stake THQ to mint sTHQ, which secures the network and earns protocol emissions and potential partner rewards. Staked THQ (sTHQ) forms the baseline security layer for the protocol.

• Locking for Enhanced Emissions: sTHQ can be locked for 1–24 months to mint αTHQ, a non-transferable, time-weighted token that earns enhanced emissions (initially treasury-funded, later from protocol revenue) and may accrue additional partner incentives.

• Delegation to Agents: αTHQ holders can delegate to specific AI agents, boosting agent capacity and ranking, and becoming eligible for agent-specific perks and shared rewards. Delegation also provides protocol fee discounts for the delegator.

• Slashable Collateral: Delegated αTHQ acts as slash-eligible collateral; if an agent misbehaves or underperforms, the delegated αTHQ (and underlying sTHQ) can be slashed, reinforcing network security.

• Liquidity Contribution: Users can deposit assets into agent-managed vaults and earn fees and rewards from automated, AI-driven strategies.

• Agent Developer/Operator Role: Developers can build and operate agents, collect fees, build reputation, and earn protocol emissions for their contributions.

• Governance Rights: αTHQ holders have governance rights for specific protocol parameters, such as voting on the introduction of slashing mechanisms (requiring a supermajority vote).

Below is a summary of the planned phases and their associated functionalities, as described in official documents:

• Phase 1: Staking Core (Mainnet) — Launches mainnet staking and sTHQ, establishing baseline emissions and core security. No date specified.
• Phase 2: Lock-Up & Security — Introduces AlphaLocker and αTHQ, enabling deeper emissions, longer-term rewards, and slashing (subject to governance). No date specified.
• Phase 3: Delegation & Agent Modules — Enables agent delegation, slashing, new agent modules, and onchain fee splitting. No date specified.
• Future Phases — Focus on decentralization, protocol insurance reserves, and expanded utility for THQ. No date specified.

No specific dates are available for token generation event, activation of staking, lock-up, delegation, or other token functionalities

OTHR

NEWT

Theoriq's THQ token is a pre-launch, fixed-supply (1 billion) fungible cryptographic token designed as the value and coordination layer for an onchain agent economy. Technically, THQ is implemented as an upgradeable smart contract using the UUPS proxy pattern, with role-based access control, pausable and burnable features, and a capped minting function. Staking THQ yields sTHQ (ERC-4626 compliant), which can be further locked to mint non-transferable αTHQ, enabling time-weighted participation and delegation to agents; both staking and locking underpin protocol security and reward mechanisms, with slashing for misbehavior.

Token allocations include multi-year vesting for contributors and investors, and phased rollout is planned. However, tokens allocated to community sale will be 100% unlocked at TGE

Theoriq .

https://www.theoriq.ai/

2025-12-11

2025-12-11

Not applicable

English.

Not available

Not available

FALSE

TRUE

TRUE

Luxembourg

Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czechia, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden

THQ is the native token of Theoriq's Alpha protocol, designed as the value and coordination layer for an onchain agent economy. Ownership of THQ does not confer equity or legal ownership in Theoriq, but provides economic rights through access to protocol rewards.

Access & Usage Rights

Holding THQ provides access to use Alpha protocol products, interact with agents, and receive discounts on fees. Projects integrating Alpha (for DeFi, automation, or AI agent tasks) must hold or stake THQ, linking participation to ownership.

Staking Rights

Holders can stake THQ to get sTHQ, earning emissions (yield) and partner rewards. Staked tokens contribute to network security and can be withdrawn after a minimum period. Stakers also influence optimization algorithms (e.g., BOTS) where stake affects swarm composition.

Delegation Rights

αTHQ can be delegated to specific agents. Delegating boosts an agent’s visibility and execution capacity, grants the delegator fee discounts and shares in agent-level rewards. Delegation can be split (“restaked”) across multiple agents simultaneously.

Governance Rights

sTHQ holders can lock their tokens for a specific period and get αTHQ which include the governance rights, including: Approving slashing penalties (requires super-majority vote) and Influencing protocol upgrades and ecosystem initiatives.

Responsibilities and Obligations

To earn returns or influence, holders must actively stake or lock tokens. Passive holding alone yields no benefits. Delegated αTHQ (and its underlying sTHQ) is slash-eligible collateral: if an agent underperforms, behaves dishonestly, or violates protocol rules, the delegated stake can be burned. This introduces an explicit accountability obligation—delegators must choose agents prudently

Procedures for Exercising Rights with Theoriq (THQ) Token:

Accessing Protocol Services and Discounts

Acquire and hold THQ tokens to unlock access to the Theoriq Alpha protocol and partner projects. Use THQ holdings to receive discounts when interacting with agents on the protocol.

Staking (THQ → sTHQ)

Stake THQ tokens to mint sTHQ (staked THQ), which secures the network and enables stakers to earn protocol emissions and potential partner rewards. Staked THQ can be withdrawn after a minimum staking period.

Locking (sTHQ → αTHQ)

Lock sTHQ for a chosen duration (between 1 and 24 months) using the AlphaLocker to mint αTHQ (Alpha THQ), a non-transferable, time-weighted power token. Locked tokens earn enhanced emissions and may receive additional partner incentives. After the lock period, the original sTHQ is returned.

Delegation and Endorsements (αTHQ Delegation)

αTHQ holdings can be delegated to specific AI agents to boost their capacity and ranking. Delegators are entitled to protocol fee discounts and a share of agent-specific rewards. Delegated αTHQ acts as slash-eligible collateral; if the agent misbehaves, the delegated stake may be slashed.

Governance (Voting)

αTHQ holders participate in governance, including voting on slashing events and protocol upgrades. A supermajority of αTHQ holders is required to approve slashing for protocol failures or malicious behavior.

Note: As Theoriq (THQ) is a pre-launch token, all procedures are subject to change and may be updated upon mainnet launch or further protocol development.

αTHQ holders have governance rights over the protocol. In the future, they may vote on proposals that could potentially affect the core protocol functions, including but not limited to, the rights and obligations of the token holders.

There are no future offers planned.

The issuer of Theoriq (THQ) has allocated 28% of the total token supply to the Treasury. With a fixed supply of 1 billion THQ tokens, this means 280,000,000 THQ are retained by the issuer's Treasury for ecosystem incentives, strategic partnerships, and ongoing protocol operations.

False

Not applicable as THQ is not a utility token.

Not applicable as THQ is not a utility token.

TRUE

Not applicable, as this whitepaper is published in relation to the admission to trading of the THQ token and does not relate to any public offering.

Blacklist (Ban Mechanism): The smart contract enforces a ban system. Addresses that are banned in the Registry cannot transfer or receive THQ tokens. Admins can ban or unban users, and this is checked on every transfer.

Global Pause: Admins have the ability to pause all token transfers and contract operations. When paused, no transfers can occur until unpaused.

Staking and Locking Restrictions:

Staking THQ to receive sTHQ requires a minimum staking period (exact duration not specified in the context). sTHQ can be withdrawn only after this period. Locking sTHQ in the AlphaLocker for 1–24 months mints αTHQ, which is non-transferable. Locked sTHQ cannot be transferred until the lock expires.

False

Not applicable

False

Not applicable

False

Not applicable

British Virgin Islands

British Virgin Islands

Theoriq (THQ) uses a hybrid blockchain architecture to support its agent-driven ecosystem. Token distribution is structured to encourage broad participation and long-term alignment: 24% of THQ is allocated to core contributors (with vesting), 30% to investors, 18% to community incentives, and 28% to the treasury for ecosystem growth.

Security is maintained through staking and slashing mechanisms. Users and agents stake THQ to secure the network, and delegated stakes can be slashed if agents misbehave, reinforcing protocol integrity. Access control uses public key infrastructure (PKI) and granular permissions to protect sensitive data.

Immutability and transparency are achieved by storing critical information and links onchain, making them tamper-resistant and auditable. Decentralized off-chain storage is used for scalability, with encrypted logs and user interactions accessible only to authorized parties, balancing transparency with privacy.

This design ensures that Theoriq’s technology is distributed, secure, immutable where needed, and transparent, while also supporting privacy and scalability for its AI-powered agent economy.

Token and Vault Standards:

The THQ token contract supports transfer, mint, and burn functions, and it's ERC-20-compatible, with additional custom hooks (ITHQTransferReceiver interface). The staking vault (sTHQ) is explicitly ERC-4626 compliant, enabling standardized tokenized vault operations for staking and yield.

Smart Contract Architecture:

Contracts use the UUPS (Universal Upgradeable Proxy Standard) proxy pattern for upgradeability. Role-based access control and pausable operations are implemented, consistent with OpenZeppelin's AccessControl and Pausable modules.

Chain and Interoperability:

The protocol is deployed first on Base, an EVM-compatible Layer 2 chain (Base is built on the OP Stack, though this is not explicitly stated in the context). The roadmap includes support for additional EVM chains and multi-chain agent operations, with cross-chain executors planned for interoperability and scalability.

Agent SDK and Authentication:

The Theoriq Agent SDK is available in Python, with agent authentication and authorization based on Biscuit Authorization (ed25519 cryptography). The SDK is designed for modular agent development and supports integration with frameworks such as LangChain, ARC, Eliza, and CrewAI.

Theoriq manages access control using Public Key Infrastructure (PKI) and granular permissions, ensuring that only authorized entities can access sensitive information. Data storage is split between onchain storage for immutable, transparent records and decentralized off-chain solutions for scalability, with encrypted execution logs accessible only to designated key holders. All transfer and token management operations are governed by role-based permissions within the smart contracts.

Consensus for Theoriq (THQ) is structured as an application-layer staking and slashing protocol deployed on Base, an Ethereum Layer 2 optimistic rollup. Theoriq does not operate its own Layer 1 blockchain or consensus mechanism; instead, it leverages the security and efficiency of the underlying Base network, which inherits Ethereum's Proof of Stake (PoS) finality.

Security is achieved through a combination of economic staking (users stake THQ to mint sTHQ, which secures the protocol), slashing (misbehaving or underperforming agents can have their delegated stake slashed), and robust governance (supermajority of αTHQ holders approve slashing parameters). Additional security measures include audits, bug bounties, and dispute resolution processes. Efficiency is enhanced by the use of Base's scalable L2 infrastructure, hybrid onchain/off-chain data storage, and multi-chain EVM compatibility, allowing for low-cost, high-throughput operations and privacy-preserving execution logs.

Incentive mechanisms for Theoriq (THQ) are structured around staking, locking, delegation, and agent participation:

Staking and Locking:

Users and agents stake THQ to mint sTHQ, which secures the network and provides insurance against failures. Stakers earn THQ emissions and may receive partner token rewards. Locking sTHQ for 1–24 months in the AlphaLocker mints αTHQ, which is non-transferable and represents time-weighted power. Locked tokens earn enhanced emissions, initially funded by treasury donations and later by protocol revenue (from fee buybacks), as well as partner incentives.

Delegation:

αTHQ holders can delegate to specific agents, increasing agent ranking and execution capacity. Delegators receive protocol fee discounts and share in agent-specific rewards. Delegated αTHQ acts as slashable collateral; if an agent misbehaves, the delegated αTHQ and underlying sTHQ can be slashed and burned or redistributed, reinforcing network security.

Protocol Fees:

Fees are collected from agent activities such as strategy execution and vault management. These are performance fees, paid in the asset being managed (e.g., ETH for an ETH vault). These fees are the primary source for funding staking and locking rewards, via buybacks of THQ. onchain fee splitting is planned for future phases, but specific splits are not detailed.

Fee Recipients and Handling:

Protocol fees fund rewards for stakers, lockers, and delegators. Agents may also offer additional incentives to delegators. Slashed tokens from misbehaving agents are burned or may be redistributed for productive uses such as user reimbursement or further incentives.

Network Sustainability:

The system is designed so that protocol fees from agent activity are recycled into staking and locking rewards, with slashing and burning mechanisms to enforce security and deflation. The treasury is actively managed to support ecosystem incentives and ongoing adoption.

False

Not applicable

True

The Theoriq protocol has undergone two comprehensive independent security audits — the first conducted by Hashlock, and the second by FYEO.

Hashlock Audit Overview
The Hashlock audit of Theoriq’s smart contracts, completed in July 2025, concluded that the protocol is secure and generally well-engineered.

The review covered nine Solidity contracts including TheoriqToken, TheoriqTokenV2, AgentToken, Registry, and StakingPool, all written for the Ethereum network using compiler version ^0.8.26.

Hashlock reported one medium-severity issue, two low-severity issues, and one minor quality-assurance note. The medium issue related to an uninitialized ReentrancyGuardUpgradeable module in the version 1 token contract; although this presented only a theoretical risk under current configurations, the auditors recommended explicit initialization in future releases. The two low-severity items—missing ERC-721 name and symbol initialization in AgentToken and the use of a floating pragma version—were both corrected before the audit closed. The QA note identified a redundant whenNotPaused modifier in Registry.sol, which was also resolved. No high- or critical-severity vulnerabilities were detected.

In its overall assessment, Hashlock found Theoriq’s codebase to be sound, consistent with best practices, and aligned with established security standards for upgradeable contracts. The report noted that while the protocol includes owner and administrator functions that centralize some control, these are intended to enhance operational security and depend on responsible internal governance. Hashlock concluded that, following the applied remediations, it could not identify any remaining vulnerabilities. The firm recommended continued diligence through bug-bounty programs or onchain monitoring to maintain security over time.

FYEO Audit Overview

The FYEO audit of Theoriq’s smart contracts, finalized in July 2025, concluded that the protocol remains secure and robust following the implementation of recent updates to its upgradeable contract system.

The review focused on the updated Solidity contracts — AgentToken, TheoriqToken, TheoriqTokenV2, RegistryV2, and StakingPool — as well as the introduction of new reactive transfer interfaces (ITHQTransferReceiver and ITHQReceiver). The assessment examined changes related to UUPS (ERC1967) upgradeable proxy implementation, hard supply cap enforcement, role-based access control, and pause and ban mechanisms. FYEO also evaluated storage layout safety, migration integrity, and potential reentrancy exposure introduced through transfer hooks.

The audit identified five issues in total, none of which were high or critical. Four were classified as Low or Informational and were fully remediated, while one was acknowledged for future design improvement. Specifically:

1. Gas-stipend forwarding limits were added to transfer hooks to mitigate potential reentrancy and denial-of-service risks.
2. The StakingPool contract’s pause and ban logic was refined to ensure correct enforcement during token transfers.
3. Storage migration processes for TheoriqTokenV2 were confirmed as properly handled in deployment scripts.
4. Redundant use of 'ReentrancyGuard' was removed after implementing gas forwarding restrictions in transfer hooks.
5. The 'transferAllowed' flag logic was acknowledged for additional design hardening.

In its final assessment, FYEO concluded that Theoriq’s security posture is strong and unaffected by the recent updates, and the team’s responses effectively addressed all identified concerns. The report stated that users can interact with confidence, affirming the overall integrity of the protocol’s smart contract system.

Tokenomics/Vesting Risk:
THQ has a fixed supply of 1 billion tokens. Allocations are: 24% to core contributors (three-year vesting, one-year cliff), 30% to investors, 18% to community, and 28% to treasury. Vesting details for investors and treasury are not specified. Large allocations to core contributors, investors, and treasury may create overhang risk or concentrated selling pressure post-vesting.

Smart Contract and Security Risks:

The Theoriq has undergone an audit by Hashlock and FYEO, but as with all smart contracts, there remains a risk of vulnerabilities or exploits.

AML/KYC Risk:
Theoriq Foundation has adopted KYC and KYB procedures using third-party providers (Sumsub for identity verification, Elliptic for wallet screening). AML checks include sanctions, PEP, and adverse media screening. While these measures are in place, residual risks remain due to the evolving nature of global AML standards and enforcement.

Technical/Operational Risk:
The protocol uses a hybrid onchain/off-chain architecture, with sensitive data and execution logs stored off-chain and access managed via PKI. This introduces risks related to off-chain data integrity, system reliability, and potential vulnerabilities in both onchain and off-chain components.

Governance/Centralization Risk:
Governance is structured around staking and locking mechanisms, with slashing and protocol changes subject to supermajority votes by αTHQ holders. The roadmap envisions future decentralization, but current governance is provided by the Theoriq Foundation

Financial Health:
As with any commercial venture, there is a risk of insolvency, which could result from factors including, but not limited to, the failure of the project, lack of adoption, or force majeure events.

Nature and Stability of Business Activities:
The core product surface is AI agents acting in DeFi. This carries execution and market risk: agents that rebalance liquidity, manage vaults, or route transactions are exposed to pool volatility, MEV, fee spikes, liquidity squeezes, oracle/data errors, and integration failures.

Legal and Regulatory Compliance Challenges:
The Issuer and its parent entity are registered in offshore jurisdictions (Cayman Islands, BVI), which may present challenges in terms of regulatory oversight and legal recourse. The regulatory status of the protocol and DAO remains unsettled in many jurisdictions. This creates potential legal and compliance risks for investors, including the risk of future regulatory actions or restrictions on token transferability and trading).

Speculative Asset risk:

Like most cryptocurrencies, THQ lacks intrinsic value. The token is not backed by any real-world asset, and its price is primarily driven by speculation surrounding the asset and its underlying network. This speculative nature could lead to significant volatility and potential loss of value.

Regulatory risk:

As cryptocurrencies represent a relatively new asset class, the regulatory landscape remains uncertain and continues to evolve. Future regulatory changes could adversely affect the token, its underlying network, or its holders.

Tokenomics/Vesting Risk:
THQ allocations are as follows: 24% to core contributors (three-year vesting, one-year cliff), 30% to investors, 18% to community, and 28% to treasury. Vesting details for investors and treasury are not specified. Large allocations to core contributors, investors, and treasury may create overhang risk or concentrated selling pressure post-vesting.

Technical and Security Risks:

A protocol or associated blockchains may contain coding errors or be subject to malicious attacks, which could result in security breaches, loss of funds, or reduced protocol functionality. Additionally, token holders also face risk of targeted hacks, phishing attempts, or loss of private key or hardware wallets.

Market and Liquidity Risks:

As with most crypto assets, THQ is subject to significant price volatility. Crypto assets could also be susceptible to low liquidity especially during times of high volatility.

Technical Risks:
Theoriq’s Alpha protocol involves complex, multi-phase development (staking, locking, delegation, agent modules, cross-chain support). Delays or failures in deploying these features, integrating with EVM chains, or ensuring robust onchain/off-chain data handling could hinder progress. The system’s reliance on encrypted off-chain storage and hybrid onchain/off-chain architecture introduces additional technical complexity and potential vulnerabilities. Security is addressed through audits, bug bounties, and slashing, but the effectiveness of these measures depends on rigorous implementation and ongoing evaluation.

Operational/Resource Risks:
The project’s roadmap is phased and requires sustained contributions from core contributors, with 24% of tokens allocated to this group and a three-year vesting schedule. Resource constraints, team coordination issues, or insufficient community engagement could impact the achievement of milestones.

Third-Party Dependencies:
Theoriq’s ecosystem depends on integrations with infrastructure and data partners such as The Graph, Coingecko, Filecoin, Amazon Web Services, and Google Cloud. Disruptions, changes in terms, or technical failures from these providers could impact protocol functionality, agent performance, or data availability.

Governance/Tokenomics Risks:
Governance is based on a hybrid onchain/off-chain model, with slashing and some protocol changes subject to supermajority votes by αTHQ holders. Risks include potential centralization, unclear transition to community governance, and the challenge of aligning incentives among diverse stakeholders.

Smart Contracts:

Theoriq's core contracts use upgradeable proxy patterns (UUPS/ERC1967) for flexibility, but this introduces risks of storage layout mismatches, which can corrupt onchain state if not managed precisely. Reactive transfer hooks expand the attack surface for reentrancy or unauthorized callback execution. Specific issues were identified in the StakingPool's onTHQTransfer hook, which does not fully honor paused or banned states, potentially allowing yield donations from banned addresses or when the pool is paused.

Cross-Chain:

The protocol is designed for multi-chain support, initially launching on Base (an Ethereum L2), with plans to expand to other EVM-compatible chains. Cross-chain executors and fee splitting are planned, leaving potential risks around cross-chain message integrity and bridge security.

Scalability:

Theoriq employs a hybrid onchain/off-chain architecture. Critical, immutable data is stored onchain, while encrypted agent activities and user interactions are stored off-chain for scalability. This reduces onchain costs but introduces risks related to off-chain data availability and integrity.

Wallet/Privacy:

Access control is managed via Public Key Infrastructure (PKI) and granular permissions. Execution logs and user interactions are encrypted and only accessible to designated key holders, supporting privacy but also creating risks if key management is compromised.

L2 Dependencies:

Theoriq initially launches on Base, making it dependent on the security and liveness of the Base L2, including its sequencer and cross-domain messaging. Future expansion to other L2s or EVM chains may introduce additional dependencies.

Audits/Security

The protocol has undergone external security audits, which identified and remediated issues such as unbounded gas forwarding, missing pause and ban checks, and uninitialized storage or reentrancy guards. Specific mitigations include limiting gas forwarded to hooks, adding pause and ban checks, automating storage migration in deployment scripts, and removing or properly initializing reentrancy guards.

Staking and Slashing:

Staking and slashing mechanisms are in place to economically discourage malicious behavior by agents. Misbehaving agents can have their delegated stake slashed, providing a strong disincentive for attacks or protocol abuse.

Use of Encryption:

Sensitive data and execution logs are encrypted and stored off-chain, accessible only to authorized key holders. onchain storage is used for critical, immutable information, ensuring transparency and auditability while maintaining privacy.

Continuous Security Assurance:

Theoriq employs robust security audits and bug bounty programs to identify and address vulnerabilities on an ongoing basis.

AI Safety and Governance:

The protocol integrates both AI and human evaluators to continuously assess and improve the safety of agents and swarms. There are also social dispute resolution and arbitration processes, and collaboration with leading AI safety researchers.

Protocol Upgrades and Migration Risks:

Deployment scripts automate critical migrations (e.g., storage migration) to prevent uninitialized states that could disrupt protocol operations.

Theoriq (BVI) Ltd

2549008HR6RRRZ9ZI573

THQ

Token / No Consensus Algorithm

Tokens do not have an own consensus mechanism, but rely on the consensus mechanism of one or multiple underlying crypto-asset networks. Depending on the token design, incentive mechanisms arise from the utility, scarcity, or governance rights.

2025-10-21

2025-11-03

29.26789

"Data provided by CCRI; all indicators are based on a set of assumptions and thus represent estimates; methodology description and overview of input data, external datasets and underlying assumptions available at: https://carbon-ratings.com/dl/whitepaper-mica methods-2024 and https://docs.mica.api.carbon ratings.com. We do not account for any offsetting of energy consumption or other market-based mechanism as of today."

Not applicable as the annual energy consumption is less than 500,000 kWh.

Not applicable as the annual energy consumption is less than 500,000 kWh.

Not applicable as the annual energy consumption is less than 500,000 kWh.

Not applicable as the annual energy consumption is less than 500,000 kWh.

Not applicable as the annual energy consumption is less than 500,000 kWh.

Not applicable as the annual energy consumption is less than 500,000 kWh.

Not applicable as the annual energy consumption is less than 500,000 kWh.