CET — Coherence Equity Token
Tokenomics · contract logic · genesis · announcement — one entry point
Utility-first · For legal review
CET Tokenomics Framework (v0.1)
Designed to fail the Howey Test. Access and governance — not investment. A draft to take to counsel.
The Premise
The strongest defense is not a clever exemption — it is a token that is genuinely a tool. CET is designed first as access and governance for the Coherence Hub, where the operational utility is already live. The token exists to be used, not to be held for profit. Every design choice below is made to ensure a reasonable analyst would conclude CET is not a security.
Note: this framework supersedes any earlier “claim on future revenue” language for CET. CET grants no financial claim.
1 · Utility is already live
CET is spent to use the Hub — not to speculate on it. Concretely:
- Service access (sinks): spend CET to run AI assessments (Fair Value, Field Mirror deep dives), mint coherence NFTs, and unlock premium module time — via the existing API Credits system.
- Governance: CET carries voting weight in the Coherence Council and Witness Island DAO — operational, on-chain-style participation that already exists.
- Contribution compensation: CET is earned by builders (the Genesis round, bounties) as payment for verifiable work — vested, not instantly liquid.
Because utility functions before any distribution, the token has a clear non-speculative purpose.
2 · Tokenomics parameters
| Total supply | 1,000,000 CET (hard cap, non-inflationary) |
| Standard | ERC-20 with governance (ERC-20Votes), 18 decimals |
| Primary purpose | Access + governance (utility). Not an investment. |
| Genesis Builder Pool | 15% — 150,000 CET — first 100 nodes, Trust ≥ 85, 1,500 each, 4y / 1y cliff |
| Grant Program Reserve | 10% — 100,000 CET — operational capital, not sold |
| Contributor Airdrops | 10% — 100,000 CET — Trust ≥ 70 + Deep feedback + honored commitments, 2y / 6mo cliff |
| Core Team | 15% — 150,000 CET — 4y linear / 1y cliff |
| Treasury (DAO-controlled) | 25% — 250,000 CET — governed by token holders |
| Future Partnerships | 10% — 100,000 CET — vested, not sold |
| Liquidity Reserve | 5% — 50,000 CET — future utility listing (post-cliff), not speculation |
| Legal / Advisory | 5% — 50,000 CET — compensation for counsel & accounting |
| DAO Operations | 5% — 50,000 CET — audits, infrastructure |
| Public sale (today) | 0% — no tokens are for sale until a legal path is cleared |
| Financial claims | None — no dividends, revenue share, or buyback promise |
| Secondary market | None operated by the Hub today; no effort to create appreciation |
3 · Howey Test defensibility
1 · Investment of money
Risk: A token bought with cash in hope of return.
Design: CET is earned through verifiable contribution (Trust Score, Deep feedback, bounties) — not purchased. No sale is active today.
2 · Common enterprise
Risk: Fortunes linked to a single promoter’s success.
Design: CET does not pool capital or pay a shared profit pool. It grants access and governance, not a stake in enterprise outcomes.
3 · Expectation of profits
Risk: Buyers expect the token to appreciate.
Design: No dividends, no revenue share, no appreciation promise is made or implied. CET’s value is its utility — using the Hub.
4 · Profits from efforts of others
Risk: Value depends on the issuer’s labor.
Design: Value comes from the holder’s own use and contribution within a decentralized network — not from promoter effort to pump a market. The Hub does not operate a secondary market.
4 · The grant is compensation, not a sale
CET grants reward verifiable contribution (Trust Score, Deep feedback, bounties). They are documented as compensation, vested over years, and carry no immediate liquid market. This lowers the risk of a grant being recast as a “sale in disguise.” Counsel should confirm documentation, vesting, and lockups reflect this.
5 · Offering paths (reference for counsel)
If CET is ever deemed a security, these are the standard U.S. exemption routes. The Hub takes no position yet; this is for your lawyer to evaluate.
| Exemption | Who can invest | Max raise | Key requirement |
|---|---|---|---|
| Regulation D (Rule 506c) | Accredited investors only | No limit | General solicitation allowed; must verify investor status. |
| Regulation A+ (Tier 2) | Anyone (incl. non-accredited) | Up to $75M | Mini-IPO-style offering statement + ongoing reporting. |
| Regulation CF | Anyone | Up to $5M | Must run through a registered funding portal. |
| Regulation S | Non-U.S. persons only | No limit | Conducted entirely outside the U.S. |
6 · Legal-readiness checklist
- Form a legal entity (Delaware C-Corporation is the standard for U.S. issuers).
- Engage crypto-securities counsel (e.g., Cooley, Debevoise, or a specialized boutique).
- Obtain a written legal opinion on whether CET is a security under the Howey Test.
- If any sale occurs, draft offering documents (e.g., a Private Placement Memorandum for Reg D).
- Implement KYC/AML verification for every CET recipient.
- Keep all public material free of profit, yield, or appreciation promises.
- Ensure CET utility is live and functional before any distribution.
- Apply geo-restrictions (e.g., Reg S) where required by counsel.
Disclaimer. This framework is a product draft for discussion with qualified legal counsel. It is not legal advice, not an offer or solicitation, and not a determination that CET is or is not a security. Securities law is jurisdiction-specific and fact-dependent. Engage licensed counsel before any issuance, sale, or distribution.