Celo (CELO) - Crypto Asset Statement
PLEASE READ THIS CAREFUL. BY PROCEEDING TO TRANSACT CELO, YOU ACKNOWLEDGE AND ACCEPT THE STATEMENTS SET OUT BELOW.
About this summary
Ndax Canada Inc. (“Ndax”, “we” and “our”) believes that our users should understand the crypto assets that they are able to trade and stake using our crypto trading platform (the “Platform”). One of the crypto assets we offer on the Platform is CELO. We created this summary to help you understand the basics of CELO as well as some of the risks involved in trading in CELO. While we tried to describe the key features of CELO, this summary isn’t meant to tell you everything you’d want to know before investing in CELO. You should also do your own research on CELO to make sure you are comfortable investing in it.
Description of CELO
History of CELO
CELO was founded in 2017 by The Celo Foundation, a non-profit organization based in the US that supports the growth and development of the open-source Celo Platform.
According to the Celo Foundation, useability and price stability remain two of the main inhibitors of cryptocurrency adoption. Celo's mobile-first approach aims to bridge this gap.
What is CELO used for
CELO is a payments platform attempting to make crypto payments as easy as possible to support communities around the world who are still left without critical financial services. Instead of having to manage complex crypto addresses, users can send cryptocurrencies using mobile phone numbers.
CELO is a proof-of-stake (PoS) token used for transaction fees, governance participation and related activities on the Celo network. It is a freely tradable cryptocurrency on the ERC-20 token standard.
How CELO works
Celo aims to be a cryptocurrency for everyone –– not just for blockchain techies or fintech enthusiasts. That’s why you don’t need much in order to send and receive CELO Coins. CELO is designed to work with just a smartphone and an internet connection.
Exchanging money with CELO is as fast and easy as sending a text message. Senders can simply use a recipient's phone number to make a financial transaction –– and when signing up to a wallet that supports CELO, such as Valora, you need nothing but a mobile phone number.
Every CELO Coin in circulation is backed by the Celo Reserve which is made up of CELO (a native, fixed-supply asset) and a basket of other cryptocurrencies. Since CELO is based around an elastic supply rule, the number of CELO Coins in circulation can adapt to fluctuations in demand. And thanks to local coins, the reserve can theoretically release more CELO Dollars into circulation while taking CELO Euros out of circulation, and vice versa
On the technical side, CELO is built using the Go implementation of Ethereum and leverages a Proof-of-Stake (PoS) consensus algorithm. There are validators and nodes which help verify transactions and secure the network.
Risks
Before entering into an agreement (a “Crypto Contract”) with Ndax to buy or sell any crypto assets through the Platform, it is important to understand the risks. This overview is a starting point for you to perform your own research prior to investing in a crypto asset.
Layer-2 infrastructure dependency risk
CELO operates as an Ethereum Layer 2 using the OP Stack and relies on Ethereum for settlement and EigenDA for data availability. Failures, vulnerabilities, congestion, or material changes affecting Ethereum, EigenDA, or other components of CELO's Layer-2 architecture could disrupt the network.
Sequencer and decentralization risk
CELO's Layer-2 architecture currently relies on sequencing infrastructure that is more centralized than its former validator-based Layer-1 consensus system. Failure or disruption of sequencing infrastructure, or delays or challenges in further decentralizing sequencing, could affect network availability or transaction processing.
Bridge and smart contract risk
CELO and other assets may be transferred between CELO and Ethereum using bridging infrastructure and rely on smart contracts and interconnected protocols. Bugs, exploits, operational failures, or bridge vulnerabilities could cause transaction delays, network disruptions, or loss of assets.
Stablecoin and payments ecosystem risk
CELO has a significant focus on stablecoin payments, financial inclusion, remittances, and decentralized finance. Reduced adoption or liquidity, failure of important applications or stablecoins, or adverse legal or regulatory developments affecting stablecoins or payment applications could reduce activity on the CELO network and demand for CELO.
Like other crypto assets, there are some general risks associated with investing in CELO. We describe many of these general risks in the risk statement we publish on our website that you have already acknowledged, including risks relating to: (i) short history; (ii) volatility in the price of crypto assets and loss of liquidity; (iii) potential decrease in global demand for crypto assets; (iv) The blockchains on which crypto assets operate may temporarily or permanently fork or halt; airdrops; (v) issues with the cryptography underlying the Crypto networks; (vi) custodial wallet systems; (vii) uncertainty in regulation and future financial institution support; (viii) currency risks; (ix) concentration risks; (x) electronic trading and dependence on the internet; (xi) cyber security risks; (xii) inadequate due diligence; (xiii) Ndax’s reliance on vendors and third-party service providers; (xiv) liquidity constraints; (xv) no voting rights; (xvi) lack of investor protection insurance; (xvii) commissions and other charges for trading; (xviii) no advise; (xix) transfers; (xx) beta features; (xxi) unforeseeable risks; and (xxii) conflicts of interest. We also point out a risk that is specific to CELO below. While we tried to describe the key risks associated with CELO here and in our risk statement, these aren’t all of the risks associated with trading in CELO. You should also do your own research on CELO to make sure you are comfortable investing in it.
Conflict of Interest Disclosure
Ndax has assessed potential conflicts of interest associated with the offering, and ongoing availability of CELO through the Platform. As of the date of this statement, Ndax has not identified any actual, material, or reasonably foreseeable conflict of interest that would be expected to impair our ability to act in the best interests of clients or to make fair, objective, and independent decisions regarding CELO. Ndax maintains policies and procedures designed to identify, manage, and address conflicts of interest on an ongoing basis and will update our disclosures if any material conflict is identified in the future. For additional information about the material conflicts of interest identified by us, please refer to our Conflicts of Interest Statement, the latest version of which can be found on our Website.
Regulatory Information
Ndax is a registered investment dealer under securities legislation in all provinces and territories of Canada, and is a member of the Canadian Investment Regulatory Organization (CIRO) and of the Canadian Investor Protection Fund (CIPF). Ndax is offering Crypto Contracts in reliance on a prospectus exemption contained in the exemptive relief decision Re Ndax Canada Inc. dated December 19, 2024 (found {here}) and under the terms and conditions imposed by CIRO on Ndax’s membership with CIRO (found {here}). Any fiat currency held in users’ accounts is protected by CIPF’s Investment Dealer Fund in accordance with its Coverage Policy. However, CIPF coverage does not extend to any virtual assets held in users accounts. These assets are not eligible for deposit insurance or any protection from the Canada Deposit Insurance Corporation (CDIC) or CIPF.
Please be aware that the statutory rights of action for damages and the right of rescission in the securities legislation of each province and territory of Canada do not apply in respect of a misrepresentation in this Crypto Asset Statement.
Prior to offering a Crypto Contract on CELO, Ndax assesses whether CELO is a security and/or a derivative under the securities and derivatives laws of Canada. Ndax’s assessment includes a review of the history of CELO (such as how it was created and its governance structure), its characteristics, its market capitalization and any regulatory concern regarding CELO. Based on its assessment, Ndax concluded that CELO is not a security or a derivative. However, there is a risk that this conclusion could change in the future. In that case, Ndax may be required to halt or withdraw CELO from trading on the Platform and stop any future trading of Crypto Contracts based on CELO, and users holding CELO may be required to liquidate their positions, potentially at a significant loss. In this event, users holding positions in CELO will be notified via the Platform or other electronic means and advised of the options available to them and any applicable period to sell or withdraw their positions in CELO.
No Canadian securities regulatory authority has expressed an opinion about CELO, including an opinion that CELO is not itself a security and/or derivative.
Last Updated: August 25, 2026