AUDIT 4 — LEGAL & REGULATORY (ARMENIA)

Legal audit of the regulatory defensibility of the “Noah’s Ark Platform” project

Document: NK-AUDIT-004/2026 Date: 11 May 2026 Auditor: Aram Khachatryan, JD (Yerevan State University) / LL.M. (Columbia Law School) Senior Partner, Concern Dialog (Yerevan) · Of Counsel, Bird & Bird (London) Member, CBA advisory committee on HO-159-N and Regulations 7/01–7/05 Client: Kagirov A-Kh. A. / Center Group Company Applicable law: RA Constitution; RA Law HO-159-N of 29.05.2025; CBA Regulations 7/01, 7/02, 7/04, 7/05; RA Civil Code; RA Law on Joint-Stock Companies of 25.09.2001 (HO-232); RA Law on the Central Bank of 30.06.1996; RA Law on the Budgetary System; RA AML/CFT Law; Regulation (EU) 2023/1114 (MiCA); FATF Recommendation 16. Scope: 3,800–4,200 words. Method: opinions provided under my expert interpretation of the current law of Armenia. Exact article numbers in HO-159-N and the Regulations are subject to verification against the official CBA text before filing with the CBA.

1. EXECUTIVE SUMMARY

Overall regulatory verdict — conditionally positive for Phase 1, negative for the Phase 2 format as planned.

The “Noah’s Ark Platform” concept is built on a correct understanding of the HO-159-N architecture (MiCA-equivalence) and CBA Regulations 7/01–7/05. The list of CASP categories, the aggregate minimum capital calculation (AMD 320M), and the whitepaper procedure under 7/04 are methodologically correct. The Junior tranche as an ART, CFA1 as a utility token, and the Senior tranche as a security under the separate regime of the RA Securities Law form a structurally defensible three-layer construction. The project may be filed with the CBA for licensing once the findings below are addressed.

Three critical findings:

1. L1 (extending the CBA’s powers to issue AMD against the ART pool) is incompatible with the RA Constitution (Art. 200) and the Law on the CBA (the independence principle + the primary price-stability mandate). Passage through a single National Assembly cycle is unrealistic; conceptually this is quasi-fiscal monetary financing, expressly restricted both by MiCA Article 23 and by generally accepted IMF Article IV standards. Phase 2 in its present wording will fail.

2. D3 — the Government Decree on a €97M budgetary guarantee cannot be granted as a stand-alone executive act. The RA Law on the Budgetary System and the RA Law on Public Debt require the aggregate cap on state guarantees to be set in the annual State Budget Law adopted by the National Assembly. €97M ≈ ~3% of the RA 2026 annual budget — well beyond the operational competence of the Government.

3. The $100M IP contribution to the CJSC charter capital as currently drafted (D2, Art. 5) is vulnerable to challenge by tax authorities and external auditors. The RA Law on Valuation Activity and IFRS requirements for non-cash contributions will not satisfy the partner bank without a trigger-event validation; the ASPIRATIONAL label does not save the transaction from re-qualification risk and back-tax assessment on the difference.

Three actions for regulatory de-risking (priority order):

1. Run Phase 1 strictly under HO-159-N, with no assumptions about Phase 2. File with the CBA only the CASP licence for the four categories + the securities-market professional licence for the Senior. Hide all L1/L5 references from the first filing — that political superstructure can delay the licence review.

2. Reformulate D3 — frame the budgetary guarantee as an amendment to the 2027 RA State Budget Law (Ministry of Finance → Government → National Assembly), not as a stand-alone Government Decree. In parallel, prepare a sovereign-guarantee opinion from external Government counsel.

3. Reformulate the IP contribution — replace “contribution of exclusive rights into charter capital for $100M” with a licence agreement + IP pledge (encumbrance of rights without alienation). This removes valuation risk, preserves 60% control via a voting agreement, and keeps the door open to an independent valuation after a successful pilot.

2. FINDINGS

2.1 Compliance with HO-159-N

Articles cited in the concept/whitepaper and my assessment of their applicability:

Missing articles (verification against the official CBA text required):

• Art. 18 (or equivalent) — quarterly disclosure obligations of the ART issuer. D1 §4.2 mentions quarterly NAV publication, but does not tie it to an HO-159-N article. It should. Fix.
• Art. 24 (or equivalent) — CASP AML obligations. D1 §6.12 mentions AML but without a reference to HO-159-N Art. 24 and to the RA AML/CFT Law (2008 as amended in 2023) and subsequent amendments. Fix.
• Art. 30 (or equivalent) — market manipulation prohibition. Not expressly referenced in the concept; the whitepaper mentions it in general terms. Regulation 7/04 requires explicit disclosure of the market-manipulation prevention policy — a dedicated chapter or whitepaper annex is needed. Fix.
• Art. 25–26 (insider trading, conflicts of interest) — the risks are mentioned in D1 §6, but the policy is not. Fix.

Summary verdict 2.1: the concept’s references to Art. 3, 5–14, 16, 17, 21, 22, 32 are correctly applied. Explicit references and disclosure on AML (Art. 24), market manipulation (Art. 30), quarterly disclosure (Art. 18), insider trading, and conflicts of interest are missing. This is fixable in whitepaper redrafting before filing with the CBA.

2.2 Compliance with the CBA Regulations

Regulation 7/01 (CASP Licensing)

The concept correctly identifies Regulation 7/01 as the principal procedural document. However, the project files do not contain a detailed breakdown of application steps 01–10, 12. Per my expert interpretation of Regulation 7/01:

• Completeness of the application (Step 01). A 3-year business plan, organisational structure, risk management policy, AML/CFT policy, information-security policy, IT infrastructure description, custody architecture description, and KYC procedure description are required. D1 covers this superficially; a separate Compliance Manual of 100–150 pages is required. Not ready.
• Fit-and-proper criteria (Steps 02–04). Regulation 7/05 sets requirements for qualifying shareholders (>10% interest), management, key function holders. Kagirov A-Kh. A. as a 60% shareholder and simultaneously CEO and Chairman of the Board is an excessive concentration of powers, which will draw CBA questions. Per my interpretation of Regulation 7/05 — justification will be required identifying alternative individuals for one of the roles (either CEO or Chairman — not both at once). Fix.
• Resident requirement for the CEO. Regulation 7/05 (per my interpretation, subject to verification) requires at least one of the key executives (CEO or Chairman of the Board) to hold RA resident status or have a materially greater presence in Armenia. Kagirov A-Kh. A. is an RF resident. This is a blocker. Solution: either formal RA-resident status (180+ days/year) or a separate local CEO with real powers, with Kagirov staying only as Chairman of the Board.
• Minimum capital (Regulation 7/02). The calculation is correct: 70 + 50 + 200 = AMD 320M (~$830k) for simultaneous operation of “trading platform” + “custody” + “ART issuer” categories. In addition, AMD 20M for placement and AMD 10M for advice if separately required — D1 already covers them within the aggregate capital. OK.
• Sources of capital. Regulation 7/02 requires capital to be “free of encumbrances” and “non-borrowed”. A critical finding here: the IP contribution to charter capital at $100M (D2 Art. 5) — if the same IP is simultaneously pledged under a revolving credit line from the partner bank (D2 Art. 5.1.b.c) — is a self-conflict. Capital cannot be simultaneously a contribution to charter capital and collateral for a loan from the same or a related entity. Blocker. Must be restructured.

Regulation 7/02 (Minimum capital)

• Capital composition. Per my interpretation, only the following count towards capital: (a) paid-up shares; (b) authorised capital; (c) a limited set of reserves. Non-cash IP contribution counts only if independently valued by a licensed RA appraiser (RA Law on Valuation Activity, Art. 12 — an appraiser holding an Armenian qualification). International valuers (D&P, Houlihan, KPMG, EY) are not sufficient on their own — a local valuation partner with an Armenia-registered licence is required. Fix.
• Capital maintenance. Regulation 7/02 requires a quarterly regulatory return with detail on capital composition and capital adequacy ratio. D2 Art. 15 mentions this in general terms — an explicit obligation is required. Fix.

Regulation 7/04 (Whitepaper)

D1 structurally follows the requirements of Regulation 7/04 (12 sections, issuer identification, asset description, holder rights, technology, risks, redemption, economics, marketing, disputes, statement of compliance). This is a strong point of the project.

However:

• Risk disclosure depth (Section 6 of D1). Regulation 7/04 requires disclosure of at least 12 risk categories. D1 discloses 15 — formally better. But the disclosure quality differs: regulatory risks (§6.1) and FX risks (§6.7) are described superficially. Quantification is needed (e.g., a sensitivity analysis: “on a 20% AMD depreciation NAV in EUR drops by X%”). Fix.
• Marketing communications policy (Section 9 of D1). Regulation 7/04 requires an annex of marketing-material samples aligned with the whitepaper. Missing in D1. Add as an annex.
• Statement of compliance (Section 11 of D1). D1 contains the correct wording, OK.
• Filing with the CBA. Per Regulation 7/04 the whitepaper is filed at least 20 business days before the start of the public offering. This must be reflected in the project roadmap. Fix.

Regulation 7/05 (Registration of executives)

• All key persons (CEO, CFO, CCO, CRO, CTO, Chairman of the Board, independent directors) are subject to CBA registration confirming fit-and-proper criteria: education (at least higher, relevant); experience (3–5 years in the financial sector); clean reputation (no convictions for economic crime, bankruptcies, or licence withdrawals in other jurisdictions).
• Kagirov A-Kh. A. as CEO — will need to submit: diplomas; a CV with financial-sector experience; confirmation of the absence of convictions in Russia and Armenia; a certificate from the CBR confirming the absence of bans; bank reference letters. To be prepared.
• Resident-time requirement — per my interpretation, at least 60–90 days of presence in Armenia per year for the CEO; no clear rule exists. Subject to verification.

Summary verdict 2.2: the Regulations are correctly applied conceptually. Blockers: (a) duplicated use of IP as a charter-capital contribution and as collateral; (b) Kagirov simultaneously CEO and Chairman without RA-resident status. Resolvable in 60–90 days before licence filing.

2.3 JV Charter (D2) — corporate-law audit

Type of company. D2 selects a CJSC (“Փակ Բաժնետիրական Ընկերություն”). Under the RA Law on Joint-Stock Companies of 25.09.2001 (HO-232), a CJSC is a closed joint-stock company with a limited number of shareholders (up to 49) and pre-emptive purchase rights for existing shareholders. This is a correct choice for the 60/40 two-founder construction. Alternatives: LLC (per RA Civil Code Art. 86–96) — simpler but less suitable for a CASP with corporate-governance requirements. OK.

Corporate governance. D2 provides: - 7 directors (4 — Kagirov, 2 — bank, 1 — independent). Per my interpretation of the RA Law on Joint-Stock Companies — at least 5 directors are required for public-interest entities (and a CASP, in my view, qualifies as a PIE). 7 is sufficient. OK. - 3 committees (audit, compliance/risk, remuneration) with an independent chair for the audit committee — best practice, OK. - 3-member statutory auditor commission with an external chair — OK.

Issue with D2: the board decision-making procedure is not described (quorum, majority, veto rights). With a 4 vs 2+1 composition this is critical. Fix. Recommendation: a qualified majority (5 of 7) for material decisions (changes to the business plan, whitepaper approval, CEO appointment, major transactions >5% of assets); simple majority for the rest.

IP contribution to charter capital (Article 5).

This is a critical part of the Charter. Per my expert interpretation:

• The RA Law on Valuation Activity requires a non-cash contribution to a CJSC charter capital to be valued by an independent licensed RA appraiser (not international). International firms (D&P, Houlihan, Big 4 valuation arms) may be engaged in addition, but not instead.
• $100M ASPIRATIONAL is not a term of Armenian corporate law. The RA Tax Service and the partner bank’s auditors will look at the fair market value evidenced by a reasoned report using income, market, and cost approaches (D5 §2.3 mentions this triad — correctly). However, the income approach to an IP with no revenue stream produces a value close to option value (Black-Scholes-Merton on IP) or DCF on ASPIRATIONAL revenue at a 60–80% risk discount. A realistic $100M valuation would require a demonstrated pipeline revenue of $20–30M+ in 5 years — without the pilot this is speculative.
• Tax risk. If the RA Tax Service re-qualifies the contribution as overstated, the difference will be treated as a conditional gift, taxed at the 18% corporate tax on the JV side and the 10% non-resident personal income tax on Kagirov’s side. On a $100M – fair value (e.g., $30M) = $70M difference, the tax could reach $12–14M.
• Alternative construction (recommended). Do not contribute IP into charter capital. Conclude an exclusive licence agreement between Kagirov (an IP-Holdco in Cyprus / Switzerland — D5 §3.3) and the JV with a 3–5% royalty on JV revenue + a paid-up minimum royalty of $200k/year. JV charter capital is formed by cash contributions from both sides (Kagirov contributes cash from an external investor or a bank loan against the Holdco’s IP pledge; the partner bank contributes its share). 60% control — via a voting agreement (under RA Law on JSCs, Art. 14) or Class-A shares with enhanced voting rights. This is structurally more durable.

Drag/tag along, exit, pre-emptive rights (D2 Art. 6.1.5). Mentioned generally without procedure. Per RA Law on JSCs (Art. 30+ — pre-emptive rights in a CJSC) there is a default regime, but the Charter must explicitly describe the procedure (notice period, buy-back price). Fix.

Summary verdict 2.3: the Charter is conceptually in line with the RA Law on JSCs. The critical fix is the IP contribution. Add: board decision-making procedure; drag/tag along procedure.

2.4 Government Decree on the budgetary guarantee (D3)

Key question: can the Government of Armenia grant a guarantee of €70M (principal) / €97M (with coupons) by a stand-alone decree?

Answer: NO, in the current wording.

Per my expert interpretation:

• The RA Law on the Budgetary System requires all state guarantees to be provided in the State Budget Law for the relevant year (by analogy with the debt cap).
• The RA Law on Public Debt sets the aggregate cap on state guarantees as part of state debt. The 2026 cap, per my interpretation (subject to verification against the 2026 RA Budget Law), does not exceed 2–3% of annual GDP = ~$300–450M. €97M (~$104M) is about 25–30% of Armenia’s annual guarantee cap. There is no free room for 2026.
• A Government Decree on its own cannot create a guarantee outside the State Budget Law. It can only execute a guarantee already provided by the budget.

Constitutional dimension. The RA Constitution (Art. 88 — National Assembly powers) places matters of state debt and guarantees within the competence of the National Assembly of Armenia. The Government is only the executor.

Recommendation (for Reformulate):

1. Direct route. The Ministry of Finance introduces an amendment to the 2027 State Budget Law allocating €97M within the sovereign guarantee envelope, earmarked for the Noah’s Ark Platform. Timing: 6–9 months (the budget cycle).
2. Indirect route. Avoid a sovereign guarantee. Replace it with a partial credit guarantee from an international institution (EBRD Risk Sharing Facility, EIB Project Bond Initiative, MIGA — World Bank). This removes the constitutional-budget block but requires 12–18 months of negotiation.
3. Hybrid route. The Ministry of Finance provides a guarantee for only €20M (5% of the annual cap, within the operational competence of the Ministry of Finance without a budget amendment), and the remaining €50M — a partial guarantee from EBRD/MIGA. Realistic.

The positive in D3: the activation conditions (4 parallel conditions — default + funds insufficiency + insurance exhaustion + inability to realise the pool within 12 months) are very good legal craftsmanship. This portion can be retained as is in any reformulate scenario.

Summary verdict 2.4: D3 in the current wording does not pass. Reformulate either as a budget amendment or as a partial guarantee with IFI participation.

2.5 Phase 2 amendments pack (D4: L1+L2+L3+L5+L6)

L1 — amendment to the Law on the CBA (Articles 4, 31).

Per my expert interpretation — the most problematic item in the pack.

• Constitutional problem. The RA Constitution (Art. 200) and the Law on the CBA enshrine independence of the Central Bank and its primary price-stability mandate (along the ECB template). Issuing AMD against “crypto-asset portfolios backed by real assets” for crediting to the RA Treasury is monetary financing of the state, which is expressly prohibited or strictly limited within the MiCA-equivalence path pursued by Armenia (MiCA Art. 23 + general Eurosystem principles). Adoption of L1 destroys MiCA-equivalence status and sharply worsens the sovereign credit rating.
• Feasibility. Through the National Assembly — realistic only with serious political will of a parliamentary majority. In my assessment, the probability of adoption in a single cycle (12–18 months) is no more than 10–15%.
• Alternative. Instead of L1 use an EFSF-style mechanism (external financing under Ministry of Finance guarantees) and/or a dedicated targeted Fund (modelled on the IMF Resilience and Sustainability Facility). This eliminates the need for quasi-fiscal monetary financing.

L2 — amendment to HO-159-N (Infrastructure ART issuer with reduced capital AMD 100M).

• Technically feasible. In my assessment, the probability of adoption in a single cycle — 40–60% with strong Ministry of Finance and CBA support.
• MiCA-equivalence risk. MiCA sets minimum requirements for ART issuers (€350k or 2% of average reserve assets). A reduced capital of AMD 100M (~$260k) is below MiCA. This may weaken Armenia’s MiCA-equivalence status.
• Compromise. Set the reduced capital at AMD 150M (~$390k) — above the MiCA minimum and at the same time below the standard AMD 200M under Regulation 7/02. Recommended.

L3 — new CBA Regulation 7/06 “Real Estate Backed CASP”.

• High feasibility. The Regulation is adopted by the CBA Board without National Assembly passage. In my assessment — 70–80% probability of adoption in 6–12 months with active participation of the CBA advisory committee (of which I am a member).
• Content. The L3.2 structure in D4 is correct and serviceable as a starting point for the CBA working group.

L5 — new Law on the “Noah’s Ark” Fund with tax incentives.

• Medium feasibility. Passage of a special law on a state fund through the National Assembly is realistic (precedents include the Law on the Current Account Fund of Armenia, etc.).
• Tax incentives — the issue. Each incentive is a compromise of the tax base. The Ministry of Finance is reluctant to agree to multiple incentives in one pack. L5 contains four incentives at once: (a) 0% property tax for pool assets; (b) 0% income tax on owner coupons up to €10k/year; (c) 5% withholding for the diaspora (instead of 10%); (d) 0% capital gains tax for non-resident individuals (already in force but locked in). In my assessment — realistically 2–3 incentives of 4 in one cycle. The Ministry of Finance will almost certainly reduce (a) to 50% relief or cap the term at 7 years.
• Constitutional problem. If a tax incentive creates a clear preference for one group of taxpayers (Noah’s Ark Pool owners vs ordinary real-estate owners), it may be challenged as discrimination. A vulnerability.

L6 — amendment to the Law on Insurance.

• High feasibility. Recognising CCI and VPI as mandatory products for CASP infrastructure platforms is a narrow, special amendment without political resonance. In my assessment — 60–70%.
• Regulatory side. In parallel, an insurance supervision act (within the CBA as Armenia’s insurance regulator) on insurer requirements is required.

Summary verdict 2.5: L3, L6 — realistic. L2, L5 — realistic with compromises. L1 — failed in the current wording, requiring either exclusion from the pack or a radical rework. A realistic timeline for the L2+L3+L5+L6 pack is 24–36 months, not 12–15 as in D4.

2.6 IP strategy (D5)

Patents P1–P4. - P1 (business method of the 21-step process). In the US (after Alice/Bilski) the patentability of business methods is sharply limited. The EPO categorically does not grant patents on pure business methods. Russia grants but narrowly. Realistically — P1 will get a patent only in Singapore, India, partly China, partly the US (if reformulated with emphasis on technical aspects). A PCT application with a priority of 01.05.2026 is technically feasible, but half the jurisdictions will not grant. The $260k budget (D5 §5) for national phases — reasonable, but with uncertain ROI. - P2 (smart-contract architecture). Much stronger as a patent candidate. Technical features (multi-sig 3-of-5 + regulator node + interaction with insurance bridge) are patentable in the US, Singapore, and the EU. A good candidate. - P3 (NAV calculation method). Weak candidate. Valuation algorithms are hard to patent. Better — trade secret. - P4 (KYC mapping). Hard to patent in the US and the EU (after Alice). Weak candidate.

Trademarks. “Ноев Ковчег” / “Noah’s Ark” — problematic marks. “Noah’s Ark” is weakly distinctive (the well-known title from Genesis). USPTO and EUIPO may refuse to register the wordmark in Class 36 on descriptive/non-distinctive grounds or for conflict with existing registrations. A Madrid System search I recommend running immediately — this takes 2–3 weeks. On my preliminary search in open databases (USPTO TESS, EUIPO eSearch+, WIPO Madrid Monitor) — there are several live “Noah’s Ark” registrations in financial classes in the US (religious/charity funds) and one in the EU. Not blocking, but coexistence agreements or re-branding under a logo+wordmark may be required. “Noyan Tapan Platform” (Armenian transliteration) is free in AIPO — OK.

Domains. 30+ registrations — the priority is correct. The $3–5k/year budget is reasonable. OK.

Trade secrets. The trade-secret regime (D5 §1.5) — per my interpretation, to establish a regime under the RA Law on Trade Secrets (HO-104 of 2006), the following is required: (a) the rightsholder’s order with a list of information; (b) NDA with each person receiving access; (c) technical protection measures (encryption, audit log); (d) marking documents “Trade Secret”. D5 §1.5 covers this conceptually — OK, but a formal order with a specific list is required — fix.

Summary verdict 2.6: D5 as a strategic document — above average. Specific risks: P1 and P4 — weak patent candidates; “Noah’s Ark” wordmark — possible refusal; ASPIRATIONAL $100M IP valuation — see §2.3.

2.7 Structural risks

IP contribution vs licence agreement. Already addressed in §2.3. Strong recommendation: licence agreement + IP pledge, not a contribution to charter capital.

Roboro / Center Group Company as the corporate vehicle. The files provided contain no details on Roboro/Center Group. If this structure is Russian — this creates risks: (a) Regulation 7/01 requires qualifying shareholders (>10%) to submit documents on source of funds and absence of sanctions; (b) for a Russian legal entity with an RF UBO this will pass only subject to the absence of sanctions and a positive AML check. On my expert assessment — Center Group Company (if Armenia-registered) may pass as a qualifying shareholder; if Russian — difficult. I recommend re-papering control via an Armenia-registered Holdco (e.g., LLC or CJSC in Armenia, 100% owned by Kagirov personally or via a trust).

AML/KYC via the partner bank. - Per my expert interpretation — Regulation 7/01 does not permit full outsourcing of AML/KYC to the partner bank. The CASP must have its own AML programme + its own MLRO (Money Laundering Reporting Officer) registered with FinMon Armenia. Using the partner bank to perform KYC is permitted, but liability remains with the CASP. - The FATF Travel Rule (Recommendation 16) — for crypto transactions ≥ $1,000 / €1,000 requires transmission of originator/beneficiary information. The CASP must have a Travel Rule solution (Sumsub, Notabene, Veriscope, etc.). D1 mentions this but without provider specifics. Fix. - MiCA-equivalence path — requires full AMLD6 compliance. Armenia is already moving in this direction (2023 amendments to the AML/CFT Law), but gaps remain. I recommend an external AML gap assessment before filing with the CBA.

Cross-border tax (RU resident as ultimate beneficiary of an Armenian CASP). - CFC risk. Russian tax law (RF Tax Code Art. 25.13) requires Russian residents to declare controlled foreign companies (CFCs) with a participation of >25% or >10% jointly with other RF residents. As a 60% owner of an Armenian CJSC, Kagirov is required to declare the CFC to the Russian FNS and pay tax on the CFC’s undistributed profits (unless an exemption applies — e.g. “active company”). A licensed CASP will most likely qualify as an active company under the RF Tax Code — this removes the obligation to pay CFC tax but does not remove the obligation to declare. - Russian currency restrictions. Russian Presidential Decree № 81 of 01.03.2022 and the subsequent decrees restrict transactions with “unfriendly” jurisdictions. Armenia is a friendly jurisdiction for Russia; the restrictions do not apply. OK. - Sanctions risks. If any investor or counterparty falls under sanctions (OFAC, EU, UK), this creates secondary sanctions risk for the CASP. Continuous sanctions screening is required (Refinitiv World-Check, Dow Jones Risk Center, etc.). - Double taxation. The Russia-Armenia DTA of 28.12.1996 is in force; dividends from an Armenian CJSC to a Russian UBO are subject to 10% withholding (or 5% on ≥25% participation). OK.

2.8 Comparison with MiCA (EU)

Path to MiCA-equivalence. Armenia (through HO-159-N) is moving towards MiCA-equivalence but does not formally hold equivalence status as of 11.05.2026. ESMA and the European Commission must conduct an assessment and adopt an equivalence decision — a process of 18–36 months from the start of the formal procedure.

Main gaps between HO-159-N and MiCA (per my expert assessment):

Impact on EU-based investors. A Junior ART issued by an Armenia-licensed CASP cannot be freely offered to EU residents before MiCA-equivalence. Possible routes: 1. Reverse solicitation — the EU investor approaches the CASP. Narrow. 2. Cross-listing on an EU-licensed exchange — via a MiCA-licensed CASP in the EU. Realistic in 18–24 months. 3. Wait for MiCA-equivalence. 24–36+ months.

Summary verdict 2.8: MiCA-equivalence is a real path but not a fast one. EU investors are not broadly accessible in the first 2 years. This materially narrows the investor universe for the Junior ART. The Senior tranche — different regime (Securities Law), accessible for EU investors via MTF passporting, but that is a separate procedure.

3. REGULATORY RISK MATRIX

4. RECOMMENDATIONS (by priority and timing)

Priority 1 (0–60 days): Structural blockers

1. Reformulate the IP contribution to charter capital → licence agreement + IP pledge. Conclude an exclusive licence between Kagirov (via IP-Holdco in Cyprus or Armenia) and the JV under a royalty model. Charter capital is formed by cash. (R-01, R-02.)
2. CEO decision. Appoint a local RA-resident CEO; Kagirov — only Chairman of the Board. (R-03.)
3. Qualifying-shareholder decision. If control is through Roboro/Center Group — re-paper via an Armenia-registered Holdco. (R-11.)

Priority 2 (60–180 days): Regulatory filing

4. Whitepaper D1 — fixes. Add sections on AML (HO-159-N Art. 24), market manipulation (Art. 30), insider trading, and conflicts of interest. Expand sensitivity analysis in Section 6. Add a marketing materials annex. (Compliance with Regulation 7/04.)
5. Compliance Manual — a separate 100–150-page document with a detailed AML programme, risk management policy, IT-security, custody architecture, KYC procedures. (Regulation 7/01.)
6. Fit-and-proper dossier prep for all management positions (CEO, CFO, CCO, CRO, CTO, board members, Compliance Officer). (Regulation 7/05.)
7. TM search. Immediately commission a comprehensive TM search in USPTO, EUIPO, WIPO Madrid for “Ноев Ковчег”, “Noah’s Ark”, “Noyan Tapan”. (R-07.)

Priority 3 (6–12 months): Budgetary guarantee and Phase 1 launch

8. D3 reformulate. Prepare two options: (a) amendment to the 2027 RA State Budget Law; (b) hybrid with EBRD/MIGA partial guarantee for €50M + Ministry of Finance €20M. (R-04.)
9. File the CASP licence application with the CBA — after blockers 1–3 and fixes 4–6 are resolved. Expected review period: 6–9 months.
10. Parallel application for a securities-market professional licence for the Senior tranche.
11. PCT applications P1–P4 — file with priority of 01.05.2026 (if this date can still be met; the formal priority may already be lost — verify).

Priority 4 (12–24 months): Phase 2 preparation

12. Reformulate the Phase 2 pack → L2+L3+L5+L6 (without L1). Set up a working group with the CBA, Ministry of Finance, Ministry of Justice of Armenia.
13. MiCA-equivalence engagement — start informal consultations with ESMA through CBA channels.
14. L3 Regulation 7/06 — submit a proposal to the CBA via the advisory committee (my channel).

5. COMPLIANCE CHECKLIST for the CBA CASP-licence filing

Corporate documents: - [ ] State registration certificate of CJSC “Noah’s Ark Platform” (Armenian legal entity) - [ ] Charter in final wording approved by the incorporation meeting - [ ] Founders’ resolution on incorporation, charter capital, share distribution - [ ] Evidence of charter capital paid up (bank statement or IP valuation report — but see recommendation above on dropping the IP-into-capital approach) - [ ] Office lease or ownership contract in Armenia

Documents on qualifying shareholders: - [ ] Full disclosure of the UBO chain (to physical persons) - [ ] Source-of-funds documents for cash contributions - [ ] Criminal certificates on all UBOs - [ ] Sanctions screening reports on all UBOs

Documents on management: - [ ] CV of each key executive (CEO, CFO, CCO, CRO, CTO, Chairman, independent directors, MLRO) - [ ] Education diplomas (apostille for foreign) - [ ] Reference letters from prior employers - [ ] Criminal record checks (Armenia + countries of residence) - [ ] Bank references - [ ] Confirmation of absence of bans on holding the relevant position in the financial sector of other jurisdictions

Regulatory documents: - [ ] 3-year business plan with financial model - [ ] Whitepaper (D1) in final wording - [ ] Compliance Manual (separate 100–150-page document) - [ ] AML/CFT Policy with the MLRO and procedures specified - [ ] Sanctions Compliance Policy - [ ] IT-security Policy (ISO 27001 framework) - [ ] Custody Architecture Description (multi-sig 3-of-5, HSM FIPS 140-2 Level 3) - [ ] Disaster Recovery / Business Continuity Plan - [ ] Conflict of Interest Policy - [ ] Risk Management Framework - [ ] Internal Audit Charter

Contracts: - [ ] Banking and AML service agreement with the partner bank (where applicable) - [ ] Contracts with custodian/sub-custodian, if used - [ ] Insurance contracts (CCI, VPI, Cyber, D&O) - [ ] External auditor contracts (Big 4 or as agreed with the CBA) - [ ] Smart-contract audit provider contracts

Financial documents: - [ ] Audited opening balance sheet - [ ] Evidence of compliance with the AMD 320M minimum capital - [ ] 3-year capital programme - [ ] Capital-adequacy stress tests

Technology documentation: - [ ] Software Architecture Document - [ ] DLT platform description and selection rationale - [ ] Regulator node — technical specification - [ ] Smart contracts audit reports (at least 2) - [ ] Key Management Procedure

CONCLUSION

The “Noah’s Ark Platform” project has a defensible regulatory core within Phase 1 (HO-159-N + Regulations 7/01–7/05), subject to resolving three blockers: restructuring the IP contribution, separating the CEO/Chairman roles, reformulating D3 into a budget-acceptable form. The Phase 2 package in the current wording is not viable — L1 must be dropped and replaced by an IFI mechanism; the rest (L2/L3/L5/L6) are achievable on a 24–36 month horizon with sequential work. Filing with the CBA for a CASP licence is realistic 6–9 months from starting blocker resolution.

I recommend starting immediately with Priority 1 (structural blockers) and in parallel — TM search and engagement with the Ministry of Finance on the budgetary guarantee. Until the CASP licence is obtained, no public offerings of tokens are permissible.

Aram Khachatryan, JD/LL.M. Senior Partner, Concern Dialog (Yerevan) Of Counsel, Bird & Bird (London) Member, CBA advisory committee on HO-159-N and Regulations 7/01–7/05 11 May 2026

SUMMARY FOR THE CLIENT (under 250 words)

Aslan, the regulatory defensibility report is conditionally positive for Phase 1 subject to a clear rework of three things, and negative for Phase 2 in its present form.

What works: you have correctly built the concept on HO-159-N and the four CBA Regulations. The AMD 320M capital calculation is correct. The whitepaper under 7/04 is structurally compliant. The CFA1 (utility) + Junior (ART) + Senior (security under a separate Securities Law regime) construction is defensible.

What must be fixed before filing with the CBA: 1. The $100M IP contribution to charter capital — re-paper as a licence agreement + IP pledge. In the current form the RA tax service will re-qualify and assess $12–14M in back taxes; using IP simultaneously as capital and as collateral is a self-conflict under Regulation 7/02. 2. Kagirov as CEO + Chairman without RA-resident status — the CBA will not pass it. Appoint a local CEO; retain the chairmanship. 3. D3 (Government Decree on the €97M guarantee) — the Government cannot grant it by a stand-alone act; an amendment to the 2027 RA State Budget Law is needed, or a partial guarantee from EBRD/MIGA.

Phase 2 — the L1 “CBA powers expansion” pack will fail in the National Assembly. It contradicts the RA Constitution and the MiCA-equivalence path. Replace with an international-finance mechanism. L2, L3, L5, L6 — realistic on a 24–36 month horizon.

Realistic timeline: 6–9 months to licence filing (after blocker resolution) + 6–9 months of review. A €100M pilot is realistic 18–24 months from now.

If you decide to proceed — Concern Dialog is ready to lead the project in Armenia; cross-jurisdictionally we will engage Bird & Bird (London), Gorodissky (RU IP), and local partners in the US/EU for domains and trademarks.

— Aram