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Deals involving blockchain technology, crypto currencies and/or digital assets such as Security Tokens, Utility Tokens, or NFTs are extremely speculative and present additional risks and may result in total loss of invested capital. PLEASE READ AND REVIEW THOSE RISKS HERE.
This is an offering for the right to certain defined digital assets offered by Rovi Innovations Limited. It is not an offering for a share, membership or partnership interest in Rovi Innovations Limited or any of its affiliates.
Deals involving crypto and/or digital assets such as NFTs are extremely speculative and present additional risks. Investor sophistication and enhanced independent reviews are highly recommended.
$HABIT Tokens may trade at lower prices on public token exchanges than the prices that the $HABIT Tokens are purchased in this Offering.
Shortly after this Offering, the Company may seek listing of the $HABIT Tokens on public exchanges. The $HABIT Tokens may trade at lower prices on those public exchanges than the prices Contributors acquired them in this Offering, and Contributors would be unable to sell their $HABIT Tokens during the lockup and vesting periods.
This Issuer operates from a foreign jurisdiction; and therefore, many of your country's common laws may not apply or be enforceable.
Investments in private companies are particularly risky and may result in total loss of invested capital.
This is a new company and has neither generated revenue, nor has it had any significant operating history.
There may be other available opportunities that are similar to this investment but have different attributes, characteristics, cost factors, and fees.
*Click here for important information regarding Financial Projections which are not guaranteed*
Opportunity
AI Agents Infra powering Trading experiences directly inside Telegram and X
The global cryptocurrency market is expanding at an unprecedented pace, yet a key challenge remains: making crypto interactions simple, accessible, and engaging for everyday users. The rise of AI, decentralized finance (DeFi), gaming, and prediction markets has attracted significant attention, but they often remain siloed, complicated, and disconnected from the platforms people use daily. HABIT Network addresses this gap by combining the power of AI, crypto trading, gaming, and rewards seamlessly into familiar platforms: Telegram & X. This integration opens up a vast and untapped opportunity to onboard millions of new users into Web3 and crypto.
With over 1B+ combined users globally, Telegram & X are platforms where individuals spend significant time every day. It has become a hub for Web3 communities, crypto trading groups, and decentralized applications. By embedding AI Agentic crypto trading experiences directly within Telegram & X—through simple, familiar actions like messaging AI characters, gaming, and competing in predictions —HABIT Network is tapping into users’ existing daily habits, making the adoption of crypto frictionless.
HABIT brings the future of digital asset trading to your fingertips, with experiences like Spot/Futures trading for top assets leveraging high liquidity of top CEX/DEX, 24/7 AI chat friend, AI character agents trading, UGC memes trading, BTC binary trading, Prediction markets already live.
Traction
1.2M+ users community in less than four months
Habit has gained 1.2M+ Telegram community followers, 300K monthly active users, 78K+ X followers, 29K+ Youtube subscribers in under four months, thanks to their ability to integrate gamified crypto trading experiences directly within Telegram. During pre-launch, the network is managing 2M+ on-chain transactions. Habit has done multiple Web3 partnerships with promising GameFi/DeFi projects, Wallets, CEX/DEX, RWA projects, to help them leverage their distribution power.
Early responses from Network users have been positive:
“Love the simplicity of it. All on 1 screen and minimal button clicks. Very thoughtful.”
“Real money gaming inside Telegram is very cool. Finally making some sense out of those trading charts.”
Product
Revolutionizing Crypto: Seamless AI Agents, Trading, Gaming, and Rewards Inside Telegram & X
Integrated Spot Trading: Trade BTC, ETH, and top tokens—all inside Telegram, with 24/7 AI Trading Assistant.
Integrated Futures Trading: Trade Futures with leverage on BTC, ETH, and other top tokens—all inside Telegram, with AI driven signals.
Bitcoin Binary Trading: Long or Short Bitcoin in a 1-minute trading battle—all inside Telegram.
AI Agents Trading: Create AI Fantasy Character Agents with tradeable tokens.
UGC Memes Trading: Create Memes with tradeable tokens.
Rewards System: Earn daily rewards through referrals, gaming tournaments, leaderboard participation
Instant Withdrawals: Real-time access to earnings and rewards, enhancing user trust and engagement.
Business model
Diversified and Scalable, Time Tested Business Model
HABIT Network operates a multi-faceted business model designed to capture value at multiple points across the user and partner ecosystem. By integrating crypto trading, gaming, and rewards into a seamless platform inside Telegram, HABIT monetizes through several key revenue streams:
- Trading Commissions: Earned on every crypto transaction (spot trading, prediction markets, binary trading). Revenue scales with increased user participation and trading volume.
Game Pool Take Rates: A percentage of prize pools from competitive activities like price predictions, meme battles, and social tournaments.
Distribution Fees: Charged to Web3 businesses and partners for accessing HABIT’s large, engaged user base, enabling targeted promotions and partnerships.
Through this diversified business model, HABIT creates a scalable and sustainable financial structure that grows alongside its user base, reinforcing engagement while driving consistent revenue.
Vision and strategy
50M Trading Users by 2028: The Future of Crypto Engagement
With 1B+ users across 150+ countries, Telegram &X have become a global hub for secure and seamless communication, making it an ideal platform for crypto traders. Leveraging this vast user base, HABIT Network is revolutionizing crypto trading and engagement. In just eight months, HABIT has already attracted millions of users, growing impressively.
HABIT addresses key challenges in the retail trading community by offering intuitive, low-cost trading experiences fully integrated into Telegram. The platform empowers users to earn $HABIT tokens through referrals, staking, and games incentivizing active participation. These tokens fuel the ecosystem, covering network fees and in-app transactions, creating a self-sustaining economy.
HABIT is working towards acquiring 50M users by 2028. The strategy focuses on offering low transaction fees while aiming to generate $2 per user monthly, leading to an ambitious target of $100M in monthly revenue. HABIT is set to redefine crypto trading by integrating it into users’ daily habits, unlocking mass adoption on an unprecedented scale.
Leadership
Consumer Product Experts who worked on growing past busineses to 20M+ users organically
Nitin Gupta: Founder and CEO
4x entrepreneur with 15+ years experience scaling mass-market products that reached 20M+ users. Led MM$ bootstrapped and VC-backed businesses. Web3/Crypto innovator since 2021. Computer Science from Indian Institute of Technology.
Anshul Verma: Co-Founder and CBO
3x entrepreneur with experience building and leading profitable consulting and SaaS businesses. Building in Web3/Crypto since 2021. Engineering from IIT, MBA from National University of Singapore, with global work experience.
Roadmap
Next 9 Months
| Product Area | 2025 Q1 | 2025 Q2 | 2025 Q3 |
|---|---|---|---|
| Platform Development | AI Agent Tokens Launchpad Trading Spot and Perps Trading on top of Tier 1 CEX/DEX APIs Prediction Markets Trading Meme Launchpad Trading AI Agent Launchpad Trading | DEX Trading (Swaps) | Super Simplified DeFi Yield generation products integration |
| Token | Private/Public Token Sale Tier 1 CEX/DEX Listing(s) | Tier 1 CEX Listing(s) | Tier 1 CEX Listing(s) |
| Users/Community | 2M+ Users Community | 5-10M+ Users Community | 10-20M+ Users Community |
Token utility
1B Fixed Supply. Deflationary. Strong Demand flywheel with sustainable economy.
Platform Token
Distribution Access Token
Revenue Based Burn
Tokenomics
Market
Summary
Join the Future of AI + Crypto with HABIT Network
HABIT Network is transforming how the world engages with AI and Crypto by integrating AI Agents, Trading, Gaming, and Rewards directly into Telegram & X. With rapid growth, innovative features, and a goal of reaching 50M users by 2028, HABIT is leading the charge in driving mass crypto adoption.
Be part of the revolution and help make Crypto a daily habit for millions.
Disclosures
This notice should not be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by OpenDealBroker LLC dba the Capital R ("ODB"). OpenDeal Broker LLC is compensated in cash commission and tokens issued by Rovi Innovations Limited. Rovi Innovations Limited will pay OpenDeal Broker LLC: a 6% cash commission up to but not in excess of $5,000,000, 5% cash commission in excess of $5,000,000.01 but not in excess of $10,000,000, 4% cash commission in excess of $10,000,000.01 but not in excess of $15,000,000, and a 3% cash commission in excess of $15,000,000.01 with a minimum fee to ODB of $15,000 per Offering, and 2% of the dollar value issued in securities/tokens to Investors pursuant to each Offering at the time of closing (as such terms are defined in the offering engagement agreement between ODB and Rovi Innovations Limited)
Rovi Innovations Limited has engaged ODB to conduct an offering ("the offering") of digital assets $HABIT issued by Rovi Innovations Limited to eligible persons on the Republic platform (the "Platform").
The offering will be in digital assets $HABIT issued by Rovi Innovations Limited and not equity in the company Rovi Innovations Limited, or any other entity.
This is a speculative, risky investment and may be illiquid or pricing may substantially fluctuate in value. You may lose money.
All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th Floor, New York, NY 10010, please check our background on FINRA’s BrokerCheck. Investments in private companies are particularly risky and may result in total loss of invested capital. Past performance of a security or a company does not guarantee future results or returns. Only investors who understand the risks of early stage investment and who meet the Republic's investment criteria may invest. Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify information provided by companies on this Site and makes no assurance as to the completeness or accuracy of any such information. Additional information about companies fundraising on the Site can be found by searching the EDGAR database, or the offering documentation located on the Site when the offering does not require an EDGAR filing.
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THIS OFFERING IS CONDUCTED PURSUANT TO RULE 506(C) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND IS LIMITED SOLELY TO ACCREDITED INVESTORS AS DEFINED IN REGULATION D UNDER THE SECURITIES ACT. ONLY PERSONS OF ADEQUATE FINANCIAL MEANS WHO HAVE NO NEED FOR PRESENT LIQUIDITY WITH RESPECT TO THIS INVESTMENT SHOULD CONSIDER PURCHASING THE $HABIT TOKENS OFFERED HEREBY BECAUSE: (I) AN INVESTMENT IN THE $HABIT TOKENS INVOLVES A NUMBER OF SIGNIFICANT RISKS; AND (II) NO MARKET FOR THE $HABIT TOKENS CURRENTLY EXISTS, AND EVEN IF ONE WERE TO DEVELOP, THE $HABIT TOKENS OFFERED HEREBY ARE SUBJECT TO TRANSFER RESTRICTIONS AS DESCRIBED HEREIN. THIS OFFERING IS INTENDED TO BE AN OFFERING THAT IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
This Offering is limited solely to Purchasers who are “accredited investors” as defined in Regulation D. To be eligible to participate in the Offering, you will be required to represent to the Company in writing that you are an accredited investor and must have provided a third-party certification attesting to such status as required by Rule 506(c). You must also represent in writing that you are (i) purchasing the Subscription Agreements for your own account and not for the account of others and not with a view of reselling or distributing the $HABIT Tokens, (ii) not domiciled or a citizen of a country in which cryptocurrency offerings are illegal, and (iii) not from countries which the Office of Foreign Assets Control has deemed a “sanctioned” country.
In order to qualify as an “accredited investor,” a potential Purchaser must meet one of the following conditions of the date on which the Token Purchase Agreement is executed and as of the date of the purchase:
(i) Individual – Income Test. An individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;
(ii) Individual – Net-Worth Test. An individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual's primary residence);
(iii) IRA or Revocable Company. An Individual Retirement Account (“IRA”) or revocable Company and the individual who established the IRA or each grantor of the Company is an accredited investor on the basis of (i) or (ii) above;
(iv) Self-Directed Pension Plan. A self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (i) or (ii) above and such participant is the only participant whose account is being invested in the Partnership;
(v) Other Pension Plan. A pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;
(vi) Irrevocable Company. An irrevocable Company which consists of a single Company (a) with total assets in excess of $5,000,000, (b) which was not formed for the specific purpose of investing in the Partnership, and (c) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;
(vii) Corporations and Other Entities in General. A corporation, partnership, limited liability Company or Massachusetts or similar business Company, that was not formed for the specific purpose of acquiring an interest in the Partnership, and which has total assets in excess of $5,000,000; or
(viii) Entity Owned by Accredited Investors. An entity in which all of the equity owners are accredited investors. OpenDeal Broker LLC is a New York limited liability company. Neither OpenDeal Broker LLC nor Republic Crypto LLC d/b/a Republic Advisory Services (“Republic Advisory Services”) nor any of their affiliates has independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by the Company.
