**RE: RightMesh TGE Delayed - Crowd Contribution Temporarily Delayed**At RightMesh AG we pride ourselves on doing things “right”.
In the spirit of doings things “right” and in reaction to a late request for consultation with the British Columbia Securities Commission (the BCSC) in Canada, we have decided, out of an abundance of caution, to engage with the BCSC and to delay the public crowd contribution of our Token Generating Event (the TGE) scheduled for March 27th, 2018. We anticipate a delay of 4 to 6 weeks while RightMesh AG consults with the BCSC.
The sections below address questions and concerns we expect you may have with respect to RightMesh AG’s decision to delay the TGE. We commit to being transparent and open with you, so if you have further questions, please join the conversation on our Telegram Channel (
https://t.me/rightmesh_official), where the team will be online as much as possible over the next 24 hours to answer questions directly. You are our community, and you are important to us
Why is the Crowd Contribution being delayed?On Friday, March 23, 2018, we were contacted by the BCSC, a provincial securities regulator in Canada. According to the BCSC, they had some concerns that, although RightMesh AG is based in Zug, Switzerland, the TGE might be within the BCSC’s jurisdiction.
When the BCSC brought this to our attention, we reviewed our website and all other publicly-available materials in order to proactively work with the BCSC to ensure it is clear that RightMesh AG is a Swiss company with headquarters in Zug, Switzerland, that RightMesh AG’s board of directors is primarily made up of individuals resident outside of Canada, that RightMesh AG is operated and managed outside of Canada, and that RightMesh AG is subject to Swiss regulation.
The decision to delay is painful for RightMesh AG, not only because the board of directors is confident that RightMesh AG is properly structured and has strictly adhered to all relevant regulations, but because RightMesh AG has taken great pains to do so in the spirit of the company’s principle to do right - by all parties.
We have decided to delay the RightMesh TGE until we have finalized the consultation process with the BCSC and the RightMesh AG board of directors determines that the issues have been satisfactorily resolved.
Confusion about the structure and location of RightMesh AG and its mind and managementInitially, “RightMesh” was an internal project of Left of the Dot Media Inc. (Left), a British Columbia-based multinational media and technology company with holdings in mobile and Internet-based businesses. For over 3 years, Left incubated and funded the project.
In the summer of 2017, after initial conversations with the BCSC and many advisors, a decision was made to establish a legal entity within Switzerland as there was clear guidance from Swiss regulators with respect to the token generating and crowd contribution process. After nearly six months of effort in conjunction with leading legal professionals in Switzerland, Canada and the USA, in early 2018, RightMesh AG was established to take over the “RightMesh” project. The board of directors of RightMesh AG consists of five people, the majority of whom reside in Switzerland or outside of Canada, and the TGE is being conducted pursuant to the direction of RightMesh AG’s board of directors in accordance with Swiss laws. The board of directors of RightMesh AG manages the day to day operations of RightMesh AG and instructs sub-contractors in multiple jurisdictions including Switzerland, Canada, Bangladesh, Singapore and the United States to carry out specific operational aspects of the “RightMesh” project. This includes sub-contracting to Left.
Some language on the RightMesh AG website may have incorrectly portrayed the “RightMesh” project as still being closely linked with Left. The board of directors of RightMesh AG only recently discovered this error which resulted from the inadvertent duplication of text from earlier website copy while the “RightMesh” project was an internal project of Left. This language is, of course, an error and not consistent with the rest of the site or the language used in relevant agreements and other documentation. The board of directors of RightMesh AG believes this error may have contributed to the concerns raised by BCSC during RightMesh AG’s recent conversations with the BCSC. BCSC have stated their intention to provide RightMesh AG with a formal letter outlining their concerns. However, RightMesh AG has not yet received this letter (or any formal explanation). In the interim, the board of directors of RightMesh AG believes it is the right thing to do to delay the TGE until RightMesh AG has more clarity from the BCSC and has completed its consultation process with the BCSC.
Why was RightMesh AG established?RightMesh AG was established in Switzerland for the very reason that regulations regarding Token Generating Events in Switzerland are stringent and more definitive than other jurisdictions. Even though the exhaustive KYC and AML requirements don’t necessarily make it ‘easy’ to contribute, RightMesh AG has insisted on doing things right and has followed the Swiss regulations faultlessly. The entire contribution process has been undertaken in close cooperation with our Swiss legal representatives. RightMesh AG is following the FINMA guidelines published on February 16, 2018, and the RMESH token is qualified as “payment token” based on the FINMA guidelines. In addition, the board of directors of RightMesh AG has taken steps to ensure that the respective Swiss AML/KYC regulations will be fulfilled. Furthermore, all contributions to the “RightMesh” project have required individuals or entities to sign by hand a Framework Agreement with Bitcoin Suisse AG (Bitcoin Suisse), indicating that the contributions being made are being done through Bitcoin Suisse and with RightMesh AG, a Swiss company.
Is there any concern about the classification of RMESH as a security token?As per Swiss regulations pertaining to RightMesh AG, the board of directors of RightMesh AG have taken appropriate legal advice and understand that the RMESH is a “payment token”, as defined by FINMA. The token’s use within the network is to pay for goods and services, namely data and device resources, within the “RightMesh” ecosystem.
Is the delay because of the lower ETH price?No. RightMesh AG has had sufficient demand from the community—at the current ETH prices—to allocate the full amount of remaining tokens, and anticipated closing this phase after the second day of the crowd contribution and TGE period (when individual caps would have been lifted). To provide further clarification, RightMesh AG limited the amount raised in the TGE to its needs and what will be required to launch a robust platform. The board of directors of RightMesh AG is confident that the funds that RightMesh AG is anticipated to receive via the TGE will be sufficient for these purposes.
Is the delay because your platform isn’t ready?No. Platform development is on schedule as indicated on our product roadmap and will continue as planned regardless of the crowd contribution and TGE delay. RightMesh AG is completing the development and stability goals for the beta release of the platform in Q4 2018, and once this milestone has been achieved, the RMESH token will be functional as payment on the mainnet in a “RightMesh” network.The RightMesh SDK was released in alpha to limited developers in September 2017 and has been used by developers at assorted hackathons since.
How long will the Crowd Contribution and TGE be delayed?Our expectation, based on a conservative estimate, is a delay of approximately 4-6 weeks. As mentioned above, RightMesh AG is waiting for the letter of explanation promised by the BCSC. Without this letter, it is difficult to respond to whatever concerns they may have. The board of directors of RightMesh AG will work around the clock to ensure all parties are satisfied that RightMesh AG has done things right.
The board of directors of RightMesh AG understands the community will be anxious for an exact date, and RightMesh AG will announce that immediately when it has been confirmed. The official announcement will be made on the RightMesh Telegram channel (
https://t.me/rightmesh_official) and on the RightMesh AG website (
https://www.RightMesh.io).
Is the current Whitelist closed, or will this delay allow more people to participate?The current Whitelist has been closed. However, RightMesh AG will re-open a new Whitelist and invite in new contributors once RightMesh AG has been able to confirm a date for the TGE. Existing whitelisted community members will not have to submit any new paperwork and their signed Framework Agreements will be valid after this delay. RightMesh AG will communicate broadly when the Whitelist is re-opened for new contributors.
A note of cautionScammers are rife in world of Token Generating Events, and the postponement of our Crowd Contribution period and TGE may draw their attention. RightMesh AG wants you to be safe, so please be vigilant and be aware. The board of directors of RightMesh AG anticipates the possibility of attempts to convince RightMesh AG’s community there are other ways of participating in the Crowd Contribution period or even to convince you that “Canadians can now participate”.
To reiterate and confirm:All restrictions of Canadian residents and Americans contributing to the TGE remain in full force and in effect.
There remains one single procedure for participating in the TGE and that is through Bitcoin Suisse’s client portal.
RightMesh AG will NEVER ask for contributions directly or through any channel outside of Bitcoin Suisse.
In conclusion:The disappointment you may be feeling is matched by my own emotions and those of the entire RightMesh AG board of directors and team, RightMesh AG’s advisors, its partners and all its contractors. RightMesh AG has always strived to do the right things, and will continue to do so.
As entrepreneurs, we work to make dreams a reality. The “RightMesh” project was a dream born more than four years ago, and we remain passionate about and committed to bringing the project to fruition. The TGE process will have taken a full year to complete by the time it is all said and done. However, when it is complete RightMesh AG will know it has done things right for its community -- then RightMesh AG will have the next decade in front of us to change the world.
Thank you for your patience, support and understanding.
John Lyotier
Director, RightMesh AG
On behalf of the board of directors of RightMesh AG
