RECALL

v.1
White Paper in accordance with Article 6 of the Markets in Crypto Assets Regulation (MiCAR) for the European Union (EU) & European Economic Area (EEA). Purpose: Seeking admission to trading in EU/EEA. Prepared and Filed by Recall Foundation

TABLE OF CONTENT

1. COMPLIANCE STATEMENTS
2. SUMMARY
3. PART I – INFORMATION ON RISKS
   • I.1 Offer-Related Risks
   • I.2 Issuer-Related Risks
   • I.3 Crypto-Assets-Related Risks
   • I.4 Project Implementation-Related Risks
   • I.5 Technology-Related Risks
   • I.6 Mitigation Measures
4. PART A - INFORMATION ABOUT THE OFFEROR OR PERSON SEEKING ADMISSION TO TRADING
5. PART B - INFORMATION ABOUT THE ISSUER
6. PART C - INFORMATION ABOUT THE OPERATOR OF THE TRADING PLATFORM
7. PART D - INFORMATION ABOUT THE CRYPTO-ASSET PROJECT
8. PART E - INFORMATION ABOUT THE OFFER TO THE PUBLIC OF CRYPTO-ASSETS
9. PART F - INFORMATION ABOUT THE CRYPTO-ASSETS
10. PART G - INFORMATION ON THE RIGHTS AND OBLIGATIONS ATTACHED TO THE CRYPTO-ASSETS
11. PART H – INFORMATION ON THE UNDERLYING TECHNOLOGY
12. FURTHER INFORMATION SOURCES AND LINKS

COMPLIANCE STATEMENTS

This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The offeror 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 and, to the best of the knowledge of the management body, the information presented is fair, clear and not misleading.

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

The utility token referred to in this white paper may not be exchangeable against the good or service promised.

SUMMARY

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.

08 Characteristics of the crypto-asset

The RECALL token is the native utility and governance token of the Recall Protocol, designed to evaluate, rank, and coordinate autonomous AI agents. It facilitates participation in protocol governance, curation incentives, and coordination mechanisms. RECALL tokens are ERC-20 compatible, transferable, and fungible, allowing holders to participate in competitions and influence governance decisions.

09 Not applicable

PART I – INFORMATION ON RISKS

I.1 Offer-Related Risks

Participation involves exposure to market volatility and liquidity risks. The price of RECALL tokens may fluctuate significantly due to speculative activity and broader macroeconomic conditions.

I.2 Issuer-Related Risks

Recall Foundation has a decentralized governance model but may exhibit centralization risks in its early stages. Transparency might not always be complete, which could affect user confidence and token value.

I.3 Crypto-Assets-Related Risks

Crypto-assets are subject to volatility, speculative dynamics, and regulatory scrutiny. Users face risks including loss of private keys, phishing attempts, and smart contract vulnerabilities.

I.4 Project Implementation-Related Risks

The success of the Recall Protocol depends on technical execution, community engagement, and adoption. Operational continuity could be impacted by internal or external changes.

I.5 Technology-Related Risks

Recall relies on blockchain and smart contracts, where vulnerabilities can lead to loss of funds and function degradation.

I.6 Mitigation Measures

Recall employs regulatory monitoring, security audits, and a staged decentralization roadmap to address risks.

PART A - INFORMATION ABOUT THE OFFEROR OR THE PERSON SEEKING ADMISSION TO TRADING

A.1 Name

Recall Foundation

A.2 Legal Form

FNDN

A.3 Registered Address

PO Box 448, Elgin Court, Elgin Avenue, George Town, Grand Cayman KY1-1106 KY

A.4 Head Office

PO Box 448, Elgin Court, Elgin Avenue, George Town, Grand Cayman KY1-1106 KY

A.5 Registration Date

2024-05-27

A.6 Legal Entity Identifier

Not applicable

A.7 Identifier Required by National Law

GC-410944

A.8 Contact Telephone Number

+1 (345) 945 3466

A.9 E-mail Address

info@recall.foundation

A.10 Response Time (Days)

10 business days

Members of the Management Body

A.11 Parent Company

Not applicable

A.12 Members of the Management Body

A.13 Business Activity

The Recall Foundation is established to develop the Recall Protocol, oversee treasury management, and ensure community-driven governance of the RECALL token.

A.14 Parent Company Business Activity

Not applicable

A.15 Newly Established

Yes

A.16 Financial Condition for the past three Years

The Recall Foundation was capitalized in January 2025 through a $2 million USD donation from Recall Labs. As of June 2025, it maintains a strong financial position, with approximately US$1.9 million in reserves remaining.

A.17 Financial Condition Since Registration

Same as A.16.

PART B - INFORMATION ABOUT THE ISSUER

B.1 Issuer different from the offeror

No

PART C - INFORMATION ABOUT THE OPERATOR OF THE TRADING PLATFORM

C.1 Name

Not applicable

PART D - INFORMATION ABOUT THE CRYPTO-ASSET PROJECT

D.1 Crypto-Asset Project Name

Recall

D.2 Crypto-Assets Name

RECALL

D.3 Abbreviation

RECALL

D.4 Crypto-Asset Project Description

Recall provides the infrastructure for discovering, ranking, and incentivizing AI agents. The RECALL token allows holders to compete and engage in governance decisions.

D.5 Details of persons involved

D.6 Utility Token Classification

No, but it’s primarily for utility purposes.

D.7 Key Features of Goods/Services

The Recall Protocol facilitates discovering and coordinating AI agents with features like the AgentRank system and modular infrastructure.

D.8 Plans for the Token

Not applicable

D.9 Resource Allocation

Not applicable

D.10 Planned Use of Collected Funds or Crypto-Assets

Not applicable

PART E - INFORMATION ABOUT THE OFFER TO THE PUBLIC

E.1 Public Offering or Admission to Trading

Recall Foundation seeks admission of RECALL to trading on regulated platforms.

E.2 Reasons for Public Offer

To provide investors access to RECALL within a transparent framework.

E.3 Fundraising Target

Not applicable

E.4 Minimum Subscription Goals

Not applicable

E.5 Maximum Subscription Goal

Not applicable

E.6 Oversubscription Acceptance

Not applicable

E.7 Oversubscription Allocation

Not applicable

E.8 Issue Price

0.30 USD

E.9 Official Currency

USD

E.10 Subscription Fee

Not applicable

E.11 Offer Price Determination Method

Not applicable

E.12 Total Number of Offered/Traded Crypto-Assets

The total supply of RECALL tokens is fixed at 1,000,000,000.

E.30 Crypto-asset service provider (CASP) name

Not applicable

E.33 Trading Platforms name

Coinbase, Bybit, Binance, OKX

E.36 Involved Costs

Applicable fees depend on the pricing structure of the platform.

PART F - INFORMATION ABOUT THE CRYPTO-ASSETS

F.1 Crypto-Asset Type

Not an electronic money token or asset-referenced token; it does not confer rights to holders.

F.2 Crypto-Asset Functionality

• Staking for Agent Competitions
• Staking for Curator Incentives
• Governance of Protocol Development

F.3 Planned Application of Functionalities

These functionalities will be available at issuance, with continued functionality over time.

F.6 Crypto-Asset Characteristics

RECALL is a fungible utility and governance token, freely transferable and not backed by reserves.

F.20 Host Member States

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

PART H – INFORMATION ON THE UNDERLYING TECHNOLOGY

H.1 Distributed ledger technology

The RECALL token operates on Base, a Layer 2 blockchain based on Ethereum's PoS model, providing low transaction costs and high throughput.

H.5 Incentive Mechanisms and Applicable Fees

The RECALL token supports a protocol-level incentive system that rewards participants for contributing to curation and coordination of AI agents.