The following discloses material risks associated with purchasing, holding, transferring, and redeeming WTIC, a WTI-linked digital commodity token issued by Energy Substantiation Partners, LLC (“ESP,” “we,” or “us”). You should read this document in full and consult your own legal, tax, and financial advisors before purchasing WTIC. Purchasing WTIC is speculative, involves significant risk, and is not suitable for all purchasers. You may lose some or all of the value of your purchase.
The reference value of WTIC is designed to track the spot price of West Texas Intermediate (“WTI”) crude oil. Crude oil prices are highly volatile and have historically moved sharply, including intraday and over multi-day periods, in response to factors outside ESP’s control, including:
WTI has historically traded at negative prices (April 2020) and has experienced single-day moves in excess of 20%. The value of WTIC may decline rapidly and without warning. WTIC is not a hedge against inflation, currency debasement, or any other macroeconomic condition.
Secondary markets for WTIC may be limited, illiquid, or non-existent. There is no guarantee that any exchange, market maker, over-the-counter desk, or counterparty will provide quotes, accept orders, or execute trades in WTIC at any particular price, in any particular size, or at all. Liquidity may deteriorate or disappear during periods of market stress — precisely when you may most want to exit a position.
Bid-ask spreads, slippage, and price impact may be material, particularly for larger transactions. You should not assume you will be able to sell WTIC promptly or at a price reasonably related to the underlying WTI reference price.
The economic backing supporting WTIC may consist of one or more of physical crude oil allocations, supplier receivables, cash, cash equivalents, short-dated U.S. Treasury securities, or commodity-derivative positions, in proportions that change over time and may not be disclosed in real time. The specific composition, custodians, audit and attestation cadence, and segregation arrangements applicable to the reserve are described in the reserve and custody documentation made available to eligible holders, and are subject to change.
Whatever specific arrangements apply at a given time, custodial and reserve structures expose holders to risks including:
In the event of custodian failure or any of the above events, recovery of value may be delayed, partial, or unavailable, and may depend on bankruptcy or receivership processes outside ESP’s control. Any attestations or audits provided are point-in-time, are limited in scope to what the engaging firm has agreed to test, and do not guarantee future solvency, completeness, or accuracy.
WTIC is implemented as a smart-contract token on a public blockchain. Risks include:
The legal and regulatory framework governing commodity-linked digital tokens is unsettled and evolving in the United States and globally. Federal agencies (including the CFTC, SEC, FinCEN, OFAC, and the IRS), state regulators (including state money transmission and securities regulators), and foreign authorities have asserted, and may in the future assert, jurisdiction over digital commodity products in ways that affect WTIC’s legality, value, transferability, tax treatment, or availability in particular jurisdictions.
New legislation, rulemaking, enforcement actions, no-action positions, or judicial decisions could:
WTIC is not a “payment stablecoin” as defined under the GENIUS Act and is not eligible for any safe harbor or framework specific to payment stablecoins.
Redemption of WTIC — the process by which an eligible holder burns tokens in exchange for USDC, fiat, or, where offered, physical delivery — is subject to mechanics, eligibility, timing, fees, and operational limits set out in the applicable redemption documentation. Material considerations include:
ESP relies on third parties to operate the WTIC product, including oil suppliers, custodians, banks, market makers, exchanges, oracle providers, smart-contract developers, auditors, and software vendors. Failure, insolvency, fraud, breach, sanctions designation, or termination by any of these counterparties could materially impair the value, redeemability, or availability of WTIC. ESP itself is a privately held company and is exposed to operational, business, financial, and key-personnel risk; ESP’s insolvency could result in significant or total loss to holders.
Unlike a USD-pegged stablecoin, WTIC is not pegged to any fiat currency and offers no fixed or guaranteed value. Its reference value moves with the price of crude oil and may decline to zero. WTIC is not insured by the FDIC, SIPC, or any other government or private insurance scheme. No party guarantees any minimum redemption value, return, yield, or liquidity.
This document is a summary of material risks and is not exhaustive. Additional risks may apply, including risks that ESP does not currently anticipate or consider material. The provision of this disclosure aligns with the CFTC’s anti-fraud framework under Commodity Exchange Act § 6(c)(1) and 17 C.F.R. § 180.1, which prohibits fraud by omission or half-truths in connection with any swap, contract of sale of any commodity in interstate commerce, or contract for future delivery.
Nothing in this document constitutes investment, legal, tax, or accounting advice. You should consult your own advisors. By purchasing WTIC you acknowledge that you have read, understood, and accepted these risks.