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If you purchased or held legal title to any Astrals Non-Fungible Tokens (Astrals NFTs) or Galaxy Tokens (GLXY), you could be affected by a class-action settlement.

Please read the Class Notice carefully.

A federal court authorized this Class Notice.  This is not an advertisement or a solicitation from a lawyer.

NOTICE OF PENDENCY OF CLASS ACTION: Your rights might be affected by the above-captioned securities class action (the “Action”) pending in the United States District Court for the Southern District of Florida, Miami Division (the “Court”) if you (i) purchased Astrals non-fungible tokens (“Astrals NFTs”) between May 24, 2022 and January 14, 2025, or (ii) purchased Galaxy tokens (“GLXY”) before January 14, 2025.^[1]

Notice of Settlement:  The Court-appointed lead plaintiffs, Daniel Harper, Daniel Koch, Micky Scott, Shaun Divecha, Timo Walter, and/or Viraf Sam Chapgar (“Plaintiffs”), on behalf of themselves and the Settlement Class (as defined in the answer to Question 5 below), have reached a proposed settlement of the Action for approved Claims to be paid from an $11 million fund (the “Settlement Cap”).

PLEASE READ THIS CLASS NOTICE CAREFULLY.  It explains important rights you might have, including the possible receipt of a payment from the settlement.  If you are a member of the Settlement Class, your legal rights will be affected whether or not you act.

If you have any questions about this Class Notice, the proposed settlement, or your eligibility to participate in it, please contact Lead Counsel or the Claims Administrator (see Question 22 below).  DO NOT contact the Court, Shaquille O’Neal (“O’Neal”), Astrals LLC, Astrals Holding, LLC, Astrals Operations LLC (the “Astrals Entities”) (collectively, the “Settling Defendants”), or their counsel about those questions.

Nevertheless, Plaintiffs and Settling Defendants have now entered into an agreement (the “Settlement Agreement”) to resolve all claims in the Action.  The proposed settlement, if approved by the Court, will end the lawsuit and settle all claims of Plaintiffs and the Settlement Class, as defined in the answer to Question 5 below.

1. Description of the Action and the Settlement Class:  This Class Notice concerns a proposed settlement to resolve a lawsuit alleging that Settling Defendants violated the federal securities laws by promoting, offering, and selling unregistered securities to investors in the form of Astrals NFTs or GLXY tokens (the “Astrals Financial Products”), which are forms of crypto-assets.  Settling Defendants have denied and continue to deny all allegations of wrongdoing, fault, liability, or damage.  Settling Defendants have also denied, among other things, that the Astrals Financial Products are securities, that Settling Defendants can be liable for selling or promoting those products, and that Plaintiffs or the Settlement Class were harmed by the conduct alleged in the Action.  Settling Defendants continue to believe the claims asserted against them in the Action are without merit.

2. Statement of Settlement Class’s Recovery:  Subject to Court approval, Plaintiffs, on behalf of themselves and the Settlement Class, have agreed to settle the Action on a “claims-made” basis, to be paid from the $11 million Settlement Cap fund.  Each eligible Settlement Class Member can recover up to 100% of the price he, she, or it paid for Astrals Financial Products if (a) the Settlement Class Member submits a timely Claim to the Claims Administrator (see Questions 7 and 8 below), (b) the Claim is approved by the Claims Administrator after any appeals, and (c) enough funds remain in the “Net Settlement Amount,” which means the $11 million Settlement Cap fund minus (i) Court-approved Class Counsel Fees and Costs, (ii) Costs of Administration and Class Notice, and (iii) Court-approved Plaintiffs General Release Payments.

3. Estimate of Average Recovery:  The amount of each Settlement Class Member’s recovery will depend on the amount of Astrals NFTs and/or GLXY tokens purchased, the date of those purchases, the price paid, and the sale price (if the Astrals Financial Product was sold).  Specifically, to the extent the Net Settlement Amount is large enough, then (i) if the Settlement Class Member purchased and did not sell an Astrals Financial Product, the Settlement Class Member can recover 100% of the purchase price, and (ii) if the Settlement Class Member purchased and sold an Astrals Financial Product, the Settlement Class Member can recover the difference between the purchase and sale price (see Questions 7 and 8 below, for additional details). The prices for purchases or sales shall be dollarized as of the date of purchase or sale to the extent a cryptocurrency, such as Solana, was used to make the purchase or sale. If an Astrals Financial Product was sold for a price greater than the purchase price, the Settlement Class Member cannot recover anything for that purchase.

4. Average Amount of Damages:  Plaintiffs and Settling Defendants do not agree on an average amount of damages that would be recoverable if Plaintiffs were to prevail at trial.  Among other things, Settling Defendants do not agree that they violated the federal securities laws or that any Settlement Class Members suffered any damages from Settling Defendants’ alleged conduct.

5. Attorneys’ Fees and Expenses Sought:  Class Counsel have been prosecuting the Action on a wholly contingent basis and have not yet received any fees for their representation of the Settlement Class.^[2]  They also have advanced money to pay expenses necessarily incurred to prosecute this Action.  Plaintiffs and Class Counsel have reserved the right to petition the Court for an award of Class Counsel Fees and Costs from the Settlement Cap, but the Settlement is not contingent upon an award of any particular amount of Class Counsel Fees and Costs.  Lead Counsel will ask the Court to award them Class Counsel Fees and Costs in an amount not to exceed ($2,910,000.00).  Plaintiffs will ask the Court for an award of $90,000 in Plaintiffs General Release Payments, but the settlement is not contingent upon any particular amount of such award (if any).  If approved by the Court, these amounts will be paid from the Settlement Cap fund.

6. Identification of Attorneys’ Representatives: Plaintiffs and the Settlement Class are represented by Adam M. Moskowitz and Joseph M. Kaye of The Moskowitz Law Firm, PLLC, 3250 Mary Street, Suite 202, Miami, FL 33133, (307) 740-1423, adam@moskowitz-law.com, joseph@moskowitz-law.com, and service@moskowitz-law.com.

7. Reasons for the Settlement:  Plaintiffs’ main reason for entering into the settlement is the substantial, certain, and prompt recovery of money for the Settlement Class without the risks and delays from further litigation, especially in complex securities actions such as this one.  Moreover, the substantial recovery provided under the settlement must be considered against the significant risk that a smaller recovery—or perhaps no recovery at all—might be obtained after contested motions, a potential trial of the Action, and the likely appeals that would follow.  That process could last several years.  Settling Defendants, who deny all allegations of wrongdoing, are entering into the settlement solely to eliminate the uncertainty, burden, and expense of further protracted litigation.

PLEASE DO NOT TELEPHONE THE COURT OR THE COURT CLERK’S OFFICE ABOUT THE SETTLEMENT OR THE CLAIM PROCESS.

• If you have questions about any matter in this Class Notice, please contact the following representative of Class Counsel, who can answer questions:

Adam M. Moskowitz
The Moskowitz Law Firm, PLLC
P.O. Box 653409
Miami, FL 33175
adam@moskowitz-law.com
service@moskowitz-law.com
(305) 740-1423

• This Class Notice explains your legal rights and options—and the deadlines to exercise them.
• The Court in charge of this case has not yet decided whether to approve the settlement with Settling Defendants.
• Payments to Settlement Class Members will be made only if the Court approves the settlement and after appeals, if any, are resolved, and after the Court orders that the Settlement Cap funds (as described in the answer to Question 7 below) be distributed.  Please be patient.  Please do not call the Court or the court clerk’s office directly.
• This is not a lawsuit against you.
• This Class Notice summarizes the proposed settlement.  For the full terms and conditions of the settlement, please see the Settlement Agreement available at www.astralsnftsettlement.com, contact Class Counsel at (305) 740-1423, or access the Court docket in this case through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.flsd.uscourts.gov, or by visiting the office of the Clerk of the Court for the United States District Court for the Southern District of Florida, 400 North Miami Avenue, Miami, FL 33128, between 8:30 a.m. and 4:30 p.m., Monday through Friday, excluding Court holidays.

[1] All capitalized terms not defined in this Notice have the meanings given to them in the Settlement Agreement dated as of November 18, 2024.  The Settlement Agreement is available at www.astralsnftsettlement.com.

[2] Class Counsel includes (i) Adam M. Moskowitz, Lead Class Counsel, and Joseph M. Kaye of The Moskowitz Law Firm, PLLC, and other attorneys from that firm and (ii) Jose M. Ferrer and Desiree Fernandez of Mark Migdal Hayden LLP.