INVESTOR RELATIONS

We are in the process of auditing our financials with the end goal of being listed on the NASDAQ under the ticker symbol WEBX.

Alternatively or additionally, web3 Holdings may create a security token representing the equity ownership in the Company and may work with the necessary regulatory authorities to get approval to trade this security on one, or many, regulated digital-asset exchanges.

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OFFERING MEMORANDUM

WHAT’S SO FASCINATING ABOUT THE LETTER “X”?

“X” Is the most paradoxical and powerful letter, and symbol, of them all!

The broad array of meanings associated with “X” make all the other letters of the alphabet seem mundane, or puny, by comparison!

* TICKER SYMBOLS CURRENTLY RESERVED WITH NASDAQ

CORPORATE INFO

MISSION

Our Mission is to facilitate and capitalize on the development of Web 3.0.

CORPORATE

web3 Holdings, Inc. is a Nevada C corporation, formed on April 15, 2015.

We are interviewing PCAOB (Public Company Accounting Oversight Board) auditing firms to audit our 2021 and 2022 tax years. We have begun preparation of a Form 1-A registration statement to be filed with the U.S. SEC immediately following the completion of our audits. The registration will allow us to conduct a Tier I Reg A+ offering via the “JOBS Act” of 2012. The offering is expected to be effective during Q2 / Q3 of 2023. web3 will seek to raise $5 – $10 million.

We will seek a regulated an exchange listing shortly thereafter and currently has the ticker symbol “WEBX” reserved with NASDAQ.

OFFICES

Our principal executive offices are located in Palm Beach, Florida. We have additional development offices in Medellin, Colombia, Miami, Florida, and New York City, as well as remote employees and contractors in the Caribbean, Europe, and Asia.

Our mailing address is 3450 S Ocean Blvd, Ste 122, Palm Beach, FL 33480. Our telephone number is +1 212 213 5444. Our e-mail address is info@web3.Holdings.

# OF SHARES AUTHORIZED:	10 m
# OF SHARES OUTSTANDING:	2 m
# OF SHAREHOLDERS:	<10
CURRENT FINANCING:	$250,000
PRE-MONEY VALUATION:	$2 m
# OF SHARES OFFERED:	250,000
PRICE PER-SHARE:	$1.00
OFFERING STRUCTURE:	Reg CF / D
USE OF PROCEEDS:	IP, Marketing, Operating Capital

CORPORATE GOVERNANCE

We are committed to the highest standards of Corporate Governance and Social Responsibility.

Updated on February 15, 2023

web3 Holdings is committed to the highest standards of Corporate Governance and Social Responsibility. Effective Corporate Governance is critical to achieving corporate goals and increasing shareholder value. web3 Holdings believes it is important to gain and retain the trust of investors, employees, customers, suppliers and partners. The web3 Holdings team is currently searching for independent directors and creating an audit committee to review related party transactions and other matters.

Currently, the Board of Directors and Management are responsible for representing the interests of shareholders and key stakeholders. These responsibilities are performed with an unwavering commitment to achieve the highest standards of integrity, responsibility and compliance with all laws. The Board of Directors and Management ensures web3 Holdings’s success is aligned with a commitment to a set of core principles, with an emphasis on corporate responsibility, while conducting all business activities with the highest ethical standards.

We do not currently comply with the corporate governance standards that would be required if our shares were listed on a national securities exchange. In particular, we do not have any independent directors and we have not created an audit committee to review related party transactions or other matters. We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer and principal financial and accounting officer.

CORPORATE ACTIONS

Advisory Board:

Management has drawn on many long-lasting personal relationships to create a group of very active and passionate Advisors. Our Advisory Board members have diverse backgrounds in investment banking, technology, media, and publishing.

Board of Directors:

Currently our Founder & CEO, Ronald P. Russo, Jr., is our Chairman and Sole Director. We are currently searching for independent directors and plan on creating a formal Audit Committee to review related party transactions and other matters before year end.

Board Meetings & Minutes:

web3 holds one scheduled Board of Directors meeting per-quarter. We may also call special meetings as necessary. Minutes are recorded and in absence of additional Directors Advisory Board Members may be asked to participate in Board of Directors meetings.