This document
is not an offer to sell or a solicitation of an offer to buy or
subscribe for securities of 21Shares AG. Neither this document nor
anything contained herein shall form the basis of, or be relied upon in
connection
with, any offer or commitment whatsoever in any jurisdiction. This
document constitutes advertisement within the meaning of the Swiss
Financial Services Act and not a prospectus. This document and the
information contained herein are not for distribution in or into
(directly or indirectly) the United States, Canada, Australia or Japan
or any other jurisdiction in which the distribution or release would be
unlawful. This document does not constitute an offer of securities to
sell or a solicitation of an offer to purchase in or into the United
States, Canada, Australia, or Japan. The securities of 21Shares AG to
which these materials relate have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States
absent registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.
There will not be a public offering of securities in the United States.
This document is only being distributed to and is only directed at: (i)
to investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); or (ii) high net worth entities, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as
"relevant persons"); or (iii) persons who fall within Article 43(2) of
the Order, including existing members and creditors of the Company or
(iv) any other persons to whom this document can be lawfully distributed
in circumstances where section 21(1) of the FSMA does not apply. The
Securities are only available to, and any invitation, offer or agreement
to subscribe, purchase or otherwise acquire such securities will be
engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents.
In any EEA Member State (other than the France, Germany, Italy, Austria,
Belgium, Croatia, Czech Republic, Denmark, Finland, Hungary, Ireland,
Luxembourg, Malta, Netherlands, Norway, Poland, Romania, Slovakia,
Spain, Lichtenstein) that has implemented the Prospectus Regulation (EU)
2017/1129, together with any applicable implementing measures in any
Member State, the "Prospectus Regulation") this communication is only
addressed to and is only directed at qualified investors in that Member
State within the meaning of the Prospectus Regulation. Exclusively for
potential investors in France, Germany, Italy, Austria, Belgium,
Croatia, Czech Republic, Denmark, Finland, Hungary, Ireland, Luxembourg,
Malta, Netherlands, Norway, Poland, Romania, Slovakia, Spain,
Liechtenstein the 2021 Base Prospectus (EU) is made available on the
Issuer's website under www.21Shares.com. The approval of the 2021 Base
Prospectus (EU) should not be understood as an endorsement by the SFSA
of the securities offered or admitted to trading on a regulated market.
Eligible potential investors should read the 2021 Base Prospectus (EU)
and the relevant Final Terms before making an investment decision in
order to understand the potential risks associated with the decision to
invest in the securities.
