Schedule 9

Risk Warnings and Regulatory Disclosures

1. Regulatory Status

1.1SPY Genesis Corp. (trading as “SpacePay”) is a company incorporated under the laws of the Republic of Panama (Escritura Pública No. 1031, dated 3 April 2025), with registered office at Via Ricardo J. Alfaro, Edificio PH The Century Tower, Office 317, Corregimiento de Betania, District of Panama, Province of Panama, Republic of Panama. Registered agent: Pacífica Legal (CUR No. PJ-0025049167-01432).

1.2The Company intends to apply for authorisation as a Crypto-Asset Service Provider (CASP) under Regulation (EU) 2023/1114 (MiCA) with a National Competent Authority in the European Economic Area. As at the date of this document, the Company has not yet submitted its application for CASP authorisation and does not hold a MiCA licence. The Company does not represent or imply that it is a MiCA-authorised entity. This disclosure will be updated promptly upon any change in the Company's regulatory status.

1.3Pending CASP authorisation, the Company operates in compliance with applicable laws in the jurisdictions in which it provides services. The Company's supervising National Competent Authority will be disclosed on this page upon appointment.

2. Risk Warnings

2.1Crypto-assets are not legal tender and are not backed by any government or central bank. The value of crypto-assets can be highly volatile and may decline rapidly, including to zero. You may lose the entire value of any crypto-asset.

2.2Past performance of any crypto-asset is not indicative of future performance. Crypto-assets are not covered by deposit protection schemes or investor compensation schemes in any EU Member State.

2.3Transactions in crypto-assets are recorded on distributed ledger technology and are generally irreversible. Errors in wallet addresses or transaction parameters may result in the permanent loss of funds.

2.4The regulatory framework for crypto-assets is evolving. Changes in applicable laws and regulations may adversely affect the value, use, or transferability of crypto-assets.

2.5The Company's Services involve the conversion of crypto-assets into fiat currency. Exchange rates are subject to market conditions and may differ from rates quoted on third-party platforms. Slippage may occur between the time a transaction is initiated and the time it is settled.

3. Nature of Services

3.1The Company provides crypto-to-fiat payment settlement infrastructure on a non-custodial basis. The Company does not hold, store, or take ownership of crypto-assets on behalf of Clients or End Users at any point during the settlement process.

3.2The Services do not constitute: (a) investment advice or a recommendation to buy, sell, or hold any crypto-asset; (b) portfolio management; (c) operation of a trading platform; or (d) custody of crypto-assets.

3.3The Company does not provide advice on the tax implications of crypto-asset transactions. Clients and End Users are solely responsible for determining their tax obligations in respect of any transaction processed through the Services.

4. Fee Disclosure

4.1All fees applicable to the Services are set out in the relevant Order Form or published pricing schedule, available upon request or at spacepay.com/pricing. Fees may include: (a) a percentage-based transaction fee applied to each payment processed; (b) settlement fees; (c) integration fees; and (d) any applicable network or gas fees, which are borne by the applicable party as set out in the Order Form.

4.2All fees are disclosed prior to the execution of any transaction and are exclusive of VAT or other applicable taxes unless otherwise stated.

5. Conflicts of Interest

5.1The Company has established and maintains a conflicts of interest policy to identify, prevent, manage, and disclose any conflicts of interest that may arise in the provision of the Services. A summary of this policy is available upon request.

5.2The Company does not engage in proprietary trading of crypto-assets or operate its own trading platform, thereby limiting the potential for conflicts between the Company's interests and those of its Clients.

6. Company Information

Last updated: 16 February 2026