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CODE OF ETHICS

Lux Capital LLC

Effective Date: June 1, 2026 | Version 1.0
FinCEN MSB Registration No. 31000283507084

A Message from Our Leadership — CEO

At Lux Capital, we operate at the intersection of financial innovation and regulatory responsibility. Our clients entrust us with their capital, their personal data, and ultimately their financial futures. That trust is the foundation of our business, and it must be earned and protected every single day. This Code of Ethics is not a bureaucratic formality. It is a statement of who we are and how we operate. It applies to every person at Lux Capital without exception. We ask each of you to read it carefully, internalize its principles, and act upon them every day.

1. Purpose and Scope

This Code of Ethics (the “Code”) establishes the ethical standards and behavioral expectations that govern every person associated with Lux Capital LLC (“Lux Capital” or the “Company”), including members of the Board of Directors or Managing Members, officers, employees, contractors, agents, and any third party acting on behalf of the Company (collectively, “Covered Persons”).

The Code applies to all activities conducted on behalf of Lux Capital, whether in the United States, Brazil, the European Union, or any other jurisdiction. It must be read in conjunction with the Company’s Governance Policy, Privacy and Data Protection Policy, AML/CFT Compliance Program, and all other applicable policies.

Compliance with this Code is a condition of engagement with Lux Capital. Violations may result in disciplinary action, including termination, and may be referred to competent regulatory or law enforcement authorities.

2. Foundational Principles

All conduct at Lux Capital must be guided by the following foundational principles:

Principle Description
Integrity We act honestly and transparently in all dealings with clients, regulators, counterparties, and colleagues. We never misrepresent facts, conceal information that should be disclosed, or engage in deceptive practices.
Client First We place the interests of our clients at the center of our decision-making. We will not pursue personal gain or institutional profit at the expense of client interests.
Accountability We accept responsibility for our actions and their consequences. We do not shift blame, conceal mistakes, or avoid accountability.
Compliance We comply with all applicable laws, regulations, and internal policies at all times, in all jurisdictions where we operate. We never seek loopholes to circumvent the spirit of the law.
Respect We treat every person — clients, colleagues, regulators, and the broader community — with dignity, fairness, and respect. We do not tolerate discrimination, harassment, or abuse of any kind.
Confidentiality We protect the confidential information of our clients, the Company, and our counterparties. We do not disclose, misuse, or profit from confidential information.

3. Client Relations and Fair Treatment

3.1 Duty of Fair Treatment

Lux Capital is committed to the fair treatment of all clients. Every Covered Person must ensure that clients receive clear, accurate, and complete information about the nature, risks, and terms of investment contracts before entering into any agreement. The Company does not engage in any form of misleading marketing, aggressive sales tactics, or misrepresentation of projected returns.

In particular, no Covered Person may:

  • Promise or guarantee specific financial returns from virtual asset operations, beyond what is contractually and legally permitted;
  • Overstate the Company’s track record, assets under management, or regulatory status;
  • Omit material risks associated with virtual asset arbitrage and investment contracts;
  • Target vulnerable individuals with unsuitable investment proposals.

3.2 Know Your Client and Suitability

Before entering into an investment contract with any client, Covered Persons must ensure that adequate KYC due diligence has been completed and that the investment is suitable for the client’s risk profile, financial situation, and investment objectives, in accordance with applicable regulatory requirements.

The Company maintains a written suitability assessment procedure. No investment contract may be executed without a completed and approved suitability assessment on file.

3.3 Client Complaints

Clients have the right to submit complaints regarding any aspect of the Company’s services. Covered Persons must ensure that client complaints are handled promptly, fairly, and in accordance with the Company’s complaint-handling procedures. All complaints must be logged and reported to the CCO. Complaints that raise regulatory concerns must be escalated immediately.

4. Conflicts of Interest

Covered Persons must avoid situations that create, or appear to create, a conflict between their personal interests and the interests of clients or the Company. A conflict of interest arises when a Covered Person’s personal interests, outside activities, or relationships have the potential to improperly influence their professional judgment.

Each Covered Person must:

  • Promptly disclose any actual or potential conflict of interest to the CCO in writing;
  • Recuse themselves from decisions in which they have a personal financial interest;
  • Refrain from accepting gifts, entertainment, or other benefits from clients or counterparties that exceed the thresholds established in Section 5 below;
  • Disclose any outside employment, directorships, or investments that may conflict with their duties to Lux Capital.

The CCO maintains a Conflicts of Interest Register. All disclosed conflicts and the actions taken to manage them are recorded in the Register.

5. Gifts, Entertainment, and Anti-Bribery

5.1 Gifts and Entertainment Policy

Gifts and entertainment may influence business judgment and give rise to actual or perceived corruption. Lux Capital applies the following standards:

  • No Covered Person may offer or accept any gift, hospitality, or entertainment that is intended or likely to influence a business decision;
  • Gifts of nominal value under USD 50 from established business relationships are generally permissible, provided they are infrequent and do not create an obligation;
  • All gifts and entertainment with a value above USD 50 must be disclosed to and pre-approved by the CCO;
  • Cash gifts and loans from or to clients, suppliers, or counterparties are strictly prohibited under all circumstances.

5.2 Anti-Bribery and Anti-Corruption

Lux Capital strictly prohibits any form of bribery or corrupt conduct, whether in dealings with public officials or private individuals. This prohibition applies regardless of local custom, common practice, or competitive pressure. Specifically, no Covered Person may:

  • Offer, promise, give, request, or accept a bribe, kickback, or facilitation payment in any form;
  • Make improper payments to public officials to obtain or retain business or a regulatory advantage;
  • Use third parties (agents, intermediaries, consultants) to make payments that would be prohibited if made directly.

These prohibitions apply under all applicable laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010 (as applicable), and Brazilian Federal Law No. 12.846/2013 (Lei Anticorrupção). Violations will be reported to the competent authorities.

6. Anti-Money Laundering and Counter-Terrorist Financing

Given Lux Capital’s status as a FinCEN-registered MSB and its operations in the virtual asset sector, AML/CFT compliance is among the highest-priority obligations for all Covered Persons. Every Covered Person must:

  • Complete mandatory AML/CFT training upon onboarding and annually thereafter;
  • Apply Know Your Customer (KYC) and Customer Due Diligence (CDD) procedures rigorously and without exception;
  • Monitor transactions for unusual activity and report any suspicion of money laundering or terrorist financing to the MLRO immediately;
  • Never “tip off” a client or third party that a suspicious activity report has been filed or is under consideration;
  • Comply fully with sanctions screening obligations and never process transactions involving OFAC, UN, EU, or COAF-designated parties;
  • Cooperate fully and promptly with any internal or external AML/CFT investigation.

The Company’s MLRO is responsible for receiving and evaluating internal suspicious activity disclosures and filing Suspicious Activity Reports (SARs) with FinCEN and equivalent reports with COAF as applicable. Failure to report suspicions of money laundering internally is itself a serious compliance violation.

7. Personal Account Dealing and Inside Information

7.1 Personal Trading

Given Lux Capital’s operations in virtual asset markets, Covered Persons must be particularly vigilant about personal trading. The following standards apply:

  • Covered Persons may not trade in virtual assets or other financial instruments if they possess material non-public information about those instruments or markets;
  • Covered Persons who have access to client trading information or the Company’s proprietary trading strategy may not engage in front-running, shadow trading, or any other form of improper personal dealing;
  • All personal trading in virtual assets by Covered Persons must be disclosed to the CCO on a quarterly basis or within 48 hours of any trade that involves instruments related to the Company’s operations;
  • Covered Persons must receive pre-clearance from the CCO before trading in any instrument that is the subject of active Company operations.

7.2 Inside Information

Covered Persons who receive or have access to material non-public information about the Company, its clients, or its counterparties must not use such information for personal gain or share it with any unauthorized party. Violations of this obligation may constitute securities fraud, insider trading, or market manipulation under applicable law.

8. Protection of Company and Client Assets

Each Covered Person has a duty to protect the assets of Lux Capital and its clients from loss, theft, fraud, or misuse. This obligation includes:

  • Using Company resources (IT systems, equipment, funds) only for legitimate business purposes;
  • Maintaining robust security practices for all systems containing client or Company data;
  • Reporting promptly any suspected fraud, theft, or unauthorized access to Company or client assets to the CCO and relevant management;
  • Never authorizing or facilitating the transfer of client funds outside the terms of applicable investment contracts and regulatory requirements;
  • Ensuring that all virtual asset wallet addresses, private keys, and custody arrangements are secured in accordance with the Company’s security procedures.

9. Social Media and External Communications

Covered Persons who communicate publicly about Lux Capital — whether through social media, press interviews, conference presentations, or other channels — must:

  • Ensure that all statements about the Company’s services, regulatory status, or performance are accurate, balanced, and approved by the CCO or a designated communications officer;
  • Never make statements that could constitute an unauthorized public offering of securities or investment contracts;
  • Never disclose confidential client information or proprietary Company information;
  • Clearly distinguish between personal opinions and official Company positions;
  • Immediately inform the CCO of any inquiry from a journalist, regulator, or law enforcement authority regarding Lux Capital.

In particular, given the high visibility of social media in the virtual asset sector and the risk of regulatory scrutiny, all public communications that reference Lux Capital’s investment returns, client numbers, or regulatory approvals must be pre-approved by the CCO.

10. Equality, Diversity, and Non-Discrimination

Lux Capital is committed to maintaining a workplace free from discrimination, harassment, and any form of conduct that creates a hostile or intimidating environment. No Covered Person may discriminate against any individual on the basis of race, color, national origin, religion, sex, gender identity, sexual orientation, age, disability, or any other characteristic protected by applicable law.

Harassment of any kind — including verbal, written, or physical conduct of a sexual nature, or conduct that otherwise demeans or threatens an individual — is strictly prohibited. Covered Persons who experience or witness harassment or discrimination must report it immediately through the Company’s internal reporting channels or whistleblowing mechanism.

11. Environmental and Social Responsibility

Lux Capital recognizes that virtual asset operations carry environmental implications, particularly with respect to energy consumption. The Company is committed to:

  • Considering the environmental impact of its virtual asset operations and seeking to minimize unnecessary energy consumption;
  • Engaging with counterparties and liquidity providers who demonstrate responsible environmental practices;
  • Reporting transparently on the Company’s environmental footprint in its annual governance report.

12. Compliance with This Code

12.1 Annual Acknowledgment

All Covered Persons must acknowledge in writing, on an annual basis, that they have read, understood, and agree to comply with this Code. New Covered Persons must complete this acknowledgment before commencing activities on behalf of the Company.

12.2 Reporting Violations

Any Covered Person who becomes aware of a potential violation of this Code — whether by themselves or another person — must report it promptly through one of the following channels:
  • Directly to the CCO at compliance@lux.capital;
  • To any member of senior management;
  • Via the anonymous whistleblowing channel at whistleblower@lux.capital.
Failure to report a known violation may itself constitute a violation of this Code.

12.3 Consequences of Violations

Violations of this Code will be investigated and may result in one or more of the following consequences, depending on the severity and circumstances:
  • Formal written warning;
  • Mandatory remedial training;
  • Suspension or termination of employment or engagement;
  • Recovery of any financial benefit obtained through the violation;
  • Referral to competent regulatory authorities (FinCEN, law enforcement);
  • Civil or criminal proceedings.
Lux Capital is committed to fair and consistent enforcement of this Code. The same standards apply regardless of seniority or position.

12.4 No Retaliation

Lux Capital prohibits retaliation against any Covered Person who, in good faith, reports a potential violation of this Code or cooperates with an investigation. Retaliation is itself a serious violation of this Code and will be treated accordingly. This protection applies in accordance with applicable whistleblower protection laws in the U.S. (Dodd-Frank Act; Sarbanes-Oxley Act).

13. Interpretation and Updates

Questions regarding the interpretation or application of this Code should be directed to the CCO. The CCO has authority to issue written guidance and interpretations of this Code.

This Code will be reviewed and updated at least annually. Material updates will be communicated to all Covered Persons, who will be required to provide a renewed written acknowledgment.

Version 1.0 — Last updated: June 1, 2026

LUX CAPITAL, LLC | 1603 Capitol Avenue, Ste 219, Cheyenne, WY 82001 | FinCEN No. 31000283507084
compliance@lux.capital  |  privacy@lux.capital  |  lux.capital