3130/2018 SEC FORM D ‘The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. ‘The reader should not assume that the information is accurate and complete. UNITED STATES SECURITIES AND EXCHANGE COMMISSION — [oma APPROVAL Washington, D.C. 20549 = FORM D owanimoss SE Notice of Exempt Offering of Securities eee 4.00, {Issuer's Identity Previous ik (Filer ID Number) Rreviow fone Entity Type 0001729650 [Corporation Name of Issuer [timited Partnership TON Issuer Inc Limited Liabilty Compan Jutseton ot Q ty ompany incorporetor/ Organization [Jceneral Partnership VIRGIN ISLANDS, BRITISH [Jeusiness Trust Year of Incorporation/Organization Flotner ispecisy [loverive vears Ago wtin Last Five Years (Specty Year) 2018 [yet to Be Formed 2, Principal Pace of Business and Contact Information Name of Issuer TON Issuer Ine Street Address 1 Stroot Address 2 CRAIGMUIR CHAMBERS, ROAD TOWN city State/Province/Country _ZIP/PostalCode Phone Number of Issuer VIRGIN ISLANDS, i TORTOLA. Marist Vain 284 494.2233 1. Issuer's Identity CCK (Filer 1D Number) Previous T]one Entity Type 30853 Phoenix Mobile Ld, [Corporation Name of Issuer ‘Telegram Group Inc. Jurisdiction of [Jute Partnership [TJeimited uibity Company Incorporaton/Organizaton [Jeeneral Parnership VIRGIN ISLANDS, BRITISH [eusiness Trust Year of Incorporation/Organization [Jotner (Specity) [lover Five Years Ago |Within Last Five Years (Specify Year) 2014 F [veto 80 Formed Isitnw ane gow hreveslagast!7298500000980172000080HsIFmDXOVpnary_ docs 63130/2018 SEC FORM D 2. Principal Place of Business and Contact Information Name of Issuer ‘Telegram Group Ine. Street Address 1 Street Address 2 CRAIGMUIR CHAMBERS, ROAD TOWN city State/Province/Country VIRGIN ISLANDS, ZIP/PostalCode Phone Number of Issuer TORTOLA vino ve 0 2844942283 3 Related Porsons Last Name First Name Wide Name Duro Pavel Suet Address 1 Steet Adress 2 Craigmur Chambers. Road Town ety StateProvince/Country Z1PPostalCode Tora VIRGINISLANDS, BRITISH ——-VGII10 Relationship: i}xecutve omcer [x] Oiector[ Promoter Clarification of Response (if Necessary): Last Name Fist Name Wide Name Durov Nikolai Street Address 1 Craigmuir Chambers, Road Town city Tortola Relationship: Clarification of Response (if Necessary): Street Address 2 State/Province/Country VIRGIN ISLANDS, BRITISH xecutve Offer ]Directr[ ]Promoter ZIP/PostalCode VG 1110 Industry Group [sricutture Banking & Financial Sorvices [commercia Banking insurance FJiovesting [investment Banking [Toole investment Fund I the seu rived 08 tn invesiment company under thelnvesiment Compary fot of 1940? [xe [Ives [other Banking & Financial Services [Jeusiness Senices hntps:lwaw see. goviArehivestadgardata!1728650!0000950172 8000080%sIFormOXOtiprimary_ doc xm Heat care [Jatctecnnoogy [eat insurance [Drospitats& Prysicians [Pharmaceuticals [Jotner Heat care []Menutactrng Real Estate [Jcommercia [Jeonstructon [Jretrs & Finance A [tating [J Restaurants Technology [Joomputers []tolecommunicatons Other Technology Travel [Jaitines 8 Airports F]tecsing & conventions [Jtourem & Travel Sorios [JotnerTraver n 216srs Eneray [eceat mining [Jetectric units [Jeneray conservation [environmental Services [Jota cas [Jother Eneray see FORM LResidentat LJoiner [Jotnor Real estate S.lssuer Size Revenue Range oR [[]No Revenues []s1 - 1.000.000 $1,000,001 - $5,000,000 $5,000,001 - [$25,000,000 }$25,000,001 - }$100,000,000 [Jover $100,000,000 Decline to Disclose [vot Applicable Aggregate Net Asset Value Range []Ne Acsregate Net Asset Value []s1 -$5.000,000 [|ss.000, 001 - $25,000,000 [|s2s,000.001 - $50,000,000 [|sso.000.001 - $10,000,000 [lover 100,000,000 [Joccine to Disclose F)sot Appicabie 6, Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) [Rute 504(b)(1) (not (i, (i) o (i) [Rute 504 (0)(1)() Jute sos yr [Rute 504 (o)(1)i) [Rute 506%) Rule 506(c) [securities Act Section 4(a)5) 7.Type of Filing [amendment 8, Duration of Offering Does the Issuer itn this offering otast more than one year? []es [Jimestment Company Act Secon 3() [Jsecton ayexs) _ [] Seaton (V9) [section 3(c(2) _[] Section 3(e)(10) []section 3(c\(3) [Section 3(¢)(11) []section afc) [] Section 3(6)(12) []section 3(e\(5) []section a(cy(13) [Jsection ajeys) _ [] Section (0) 14) [Jsecton eyr) New Notice Date of Fist Sale 2018-0314 [] Fst Sale Yet to Occur 3. Type(s) of Securit hntps:lwaw see goviArehivestedgardatal1728650!000095017218000080%sIFormOXOtiprmary_ doc xml 36srs sec Fon 0 DJeauty [[JPooted investment Fund interests FJpent FJtenantin-common Secures FJonton, warrant or other Right to Acquire Another Secuty [Mineral Property Secures [[Sesiynbs eared Upon Exercise cf Onten, Waran Jor Other Right to Acquire Securty [Other (describe) Purchase Agreements far Cryptocurrency 10. Business Combination Transaction ' his offering being made in connection witha business combination transaction, — Tyg such as a merger, acquisition or exchange offer? Clarification of Response (if Necessary): 71. Minimum Investment Minimum investment accepted from any outside investor $1,000,000 USD 12 Sales Compensation Reciint Recipient RO Number f]None (Associated) Broker or Dealer [x]None (Associated) Broker or Dealer CRD lone Number street Adress Steet Adress 2 iy StoteProvncetCounty ZPrPost State(s) of Solicitation (select all that apply) all ‘oreigninon: Gheck-Al tates" or checkinawdval | [States [L]Foreiennon-us States 13. Offering and Sales Amounts Total Ofering Amount $85,000,000 USD or[ ]ndefte Tolal Amount Sold $50, 00,000 USD Total Remaining tobe Sold $0 USD or[ indefinite Clarification of Response (if Necessary): ‘This $850,000,000 offering is in addition to the previous offering and was made under a claim of federal exemption under Rule 506(c) and/or Regulation S under the Securities Act of 1933. The issuers may pursue one or more subsequent offerings, 14, Investors ‘Select if securities in the offering have been or may be sold to persons who do not qualify as accredited ——> [investors and enter ie rumber af such nonacredtedinvesor who aeay nave invested inthe orem Regardless of whether secuites inthe ofering have been or may be sll o persons who do nt Qual 2 acredte investors, ere th total urbe nvestors wh aloay have vested in the orem 15, Sales Commissions & Finder's Fees Expenses Provide separately the amounts of sales commissions and finders fees expenses, if any. Ifthe amount of an expenditure is not known, provide an estimate and check the box next fo the amount. n hntps:lwaw see. goviArehivestadgardata!1728650!000095017218000080%sIFormOXOtiprmary_doc.xm 463130/2018 SEC FORM D Sales Commissions $0 USD | | Estimate Finders’ Fees $0 USD []Estimate Clarification of Response (it Necessary) 16. Use of Proceeds Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to item 3 above. If the amount is, unknown, provide an estimate and check the box next to the amount. $0 USD Clarification of Response (if Necessary): Uninown at this time. The issuers intend to use the proceeds for the development of the TON Blockchain, the development and ‘maintenance of Telegram Messenger and the other purposes described in the offering materials. nature and Subi Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. Terms of Submission In submitting this notice, each issuer named above is’ ‘+ Notifying the SEC and/or each State in which this notice is fled of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.* + Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securties Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (i) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is fled, + Certifying that, ifthe issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d). Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed ‘on its behalf by the undersigned duly authorized person, For signature, type in the signer’s name or other letters or characters adopted or authorized as the signer's signature. Issuer Signature Name of Signer Title Date [TON Issuer Ine is] Pavel Valerievich Duro [Pavel Valerievich Durov [Director _ 2018-03-29 [Telegram Group Ine. [s/ Pavel Valerievich Durov [Pavel Valerievich Durov [Director _ 2018-03-29 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. “Rumor oe et arr any tts act 02 ate ere proa Af 98(NSMIA Pua No 142, 0 Sa 38 Ina ntanone or use rar of tba sen hatte ua his Form baer camo ane rege ses mata ander hs denn or there and can ‘aque ring stra ony oe ean NMDA peri heo doao under NGM’ prsarvan ofr anstaus early hntps:lwaw see. goviArehivesiadgardata!1728650!000095017218000080%sIF ormOXO1iprmary_ doc xm 5163130/2018 SEC FORM D hntps:lwaw see. goviArehivestadgardatal1728650!0000950172 8000080%sIFormOXO1iprimary_ doc xm