{"id":9377,"date":"2018-08-19T23:22:12","date_gmt":"2018-08-19T23:22:12","guid":{"rendered":"https:\/\/davidgerard.co.uk\/blockchain\/?p=9377"},"modified":"2026-01-21T11:40:05","modified_gmt":"2026-01-21T11:40:05","slug":"the-kodakcoin-kodakone-confidential-offering-memorandum-21-may-2018","status":"publish","type":"post","link":"https:\/\/davidgerard.co.uk\/blockchain\/2018\/08\/19\/the-kodakcoin-kodakone-confidential-offering-memorandum-21-may-2018\/","title":{"rendered":"Leaked: The KODAKCoin\/KodakOne Confidential Offering Memorandum, 21 May 2018"},"content":{"rendered":"

It wasn’t widely circulated\u00a0\u2014 but I have a copy of the KodakOne Confidential Offering Memorandum<\/a> (PDF).<\/p>\n

This is the official, authoritative statement of what WENN Digital are selling you. “You should rely only on the information contained in this offering memorandum.”<\/p>\n

It’s also useful to compare this to the 17 July press release “12 million people are knocking on our door”<\/a> \u2014 particularly the differences between this document and that later one.<\/p>\n

I’m posting the original PDF as it’s clearly in the public interest, and for journalistic analysis \u2014 this is a widely-publicised offering of securities, that many professionals in the field consider extremely dubious.<\/a> And which Rory Cellan-Jones at the BBC rated Worst Idea of CES 2018.<\/a><\/p>\n

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The ICO world and regulators<\/h3>\n

I wrote up ICOs<\/a> in chapter 9<\/a> of Attack of the 50 Foot Blockchain:<\/em><\/a><\/p>\n

An ICO makes sense for crowdfunding in very limited conditions \u2014 if you have a technical problem that requires decentralised, cryptographically verified tokens (if it doesn\u2019t need tokens, they shouldn\u2019t be bolted on); if the tokens are directly usable on the platform itself; if at least a proof-of-concept of the technology verifiably exists. It also helps if the idea is even plausible as a business. Unsurprisingly, most ICOs don\u2019t meet these criteria.<\/p><\/blockquote>\n

Stock photo licensing platforms exist and work reasonably well, so at least the idea’s not implausible.<\/p>\n

KodakOne’s proposal is to use KODAKCoins as currency on the platform, and pay photographers with these rather than with actual money \u2014 which is the number one sticking point with professional photographers I’ve asked.<\/p>\n

The value proposition is: use our platform to manage your image rights, and get paid in our coin\u00a0\u2014 which is worth whatever the open market says it’s worth, not our problem.<\/p>\n

The only point of this appears to be to print lots of private money that WENN Digital can pay themselves with.<\/p>\n

Good old-fashioned 2017-style ICOs would posit some ridiculous idea, then sell tokens that would definitely make you rich in the crypto bubble. These were blatantly offerings of unlicensed securities, and the SEC has increasingly been coming down on these. WENN Digital wanted to license the Kodak brand name \u2014 but that involved doing things in a legally air-tight manner.<\/p>\n

Who is WENN Digital?<\/h3>\n

WENN Digital is the company behind KodakOne and KODAKCoin:<\/p>\n

a newly-formed Delaware corporation which has no operating history and will not have any operations unless and until the consummation of the business combination transactions described elsewhere herein between it, WENN Media Group Limited (\u201cWENN Media\u201d) and Ryde GmbH (\u201cRyde\u201d).<\/p><\/blockquote>\n

WENN Digital’s shareholders are:<\/p>\n