XIP#56 - Project New Wind (Finalized & with Amendments)

Proposals
2

Amendment Number One (1)

Tokenomics

Allocation of New Token remains the same, except for the mechanism for vesting/distribution of New Token for team and current contributors (including MC/Beam).

Team tokens will still be split among the team of contributors formed by NFTX, FloorDAO and Merit Circle’s treasury. The team tokens will still be subject to a 6-month cliff upon the opening of the migration window and a 30-month linear vesting period thereafter. However, pursuant to an enforceable contract entered into by each team member/contributor, all vested team tokens would be non-transferable unless and until the fully diluted valuation of New Token reaches or exceeds $75,000,000 (as determined by a third-party token tracking service, such as CoinGecko or Coin Market Cap). At any time the fully diluted valuation of New Token reaches or exceeds $75,000,000, all vested team tokens will become transferable at the discretion of each team member/contributor (and will remain transferable for so long as the the fully diluted valuation of New Token reaches or exceeds $75,000,000).

For the avoidance of doubt, all NFTX and FloorDAO team members with existing team vesting schedules applicable to NFTX and FLOOR tokens will still be terminated and replaced with the milestone lock-up described above (with the exception of Gaus, who will continue to receive NFTX tokens under his existing vesting schedule, which he will be able to periodically convert into New Token at his discretion).

Other than as described above, the content of the proposal remains unchanged from how it was originally published by ChopChop (NFTX), Caps (FloorDAO) and Marco (Merit Circle) on 21 March 2024. As always, we welcome continued feedback from the community to both the full proposal and the amended portion.

Amendment Number Two (2)

Before diving into the final amendment proposed below, let me briefly explain the intent. The purpose of this final amendment is to integrate a few final changes to the current state of the proposal, while respecting the original vision of Project New Wind (“PNW”). Although the team proposing PNW fully understands that this will impact certain aspects of the direction of the project, this final amendment aims to address the main concerns raised by a specific group of token holders voiced on the forum. The primary goal here is to provide a detailed and structured approach to the steps that will be taken prior to the launch of PNW, if the final amended proposal succeeds through a snapshot vote.

Overview:

The current proposal for PNW has generated significant discussion within the community, highlighting a need for more detailed procedural steps regarding the outcome for all token holders. The original proposal suggested a blanket approach to transitioning to PNW, which raised concerns about transparency and governance. Since then, an additional amendment has been proposed by the authors, where a ≥$75M FDV hurdle was put in place before any contributor tokens can become transferable, in addition to the 36-month vesting schedule that was already in the original proposal. This final amendment will be additive to all prior amendments and aims to address expressed concerns by introducing an option for those token holders of NFTX and FLOOR who do not want to join PNW (the “Non-Consenting Token Holders”) to instead break away from PNW and pursue a different path at their sole collective discretion. The mechanics for how this would work are described below, but for the avoidance of doubt, any actions taken by the Non-Consenting Token Holders during the process described below or following its conclusion are made at the sole discretion of the Non-Consenting Token Holders and without the approval or involvement of the respective teams of NFTX and FloorDAO.

Key Changes Introduced by this Final Amendment:

1. On-Chain Approval Mechanism:

  • Prior to the launch of PNW and the migration of NFTX and FLOOR to New Token, an on-chain vote will be initiated to determine community support for the final amended proposal. This step ensures that the community has a direct say in the decision-making process.
  • If the final amended proposal is approved by the on-chain vote, the Non-Consenting Token Holders will have 7 days to determine and develop a method for migrating away from PNW, which shall be done at their sole collective discretion and without input or assistance from the respective teams of NFTX and FloorDAO (the “Migration Window”).
  • If the Non-Consenting Token Holders are unable to launch a means for migrating away from PNW during the Migration Window, or if no single NFTX or FLOOR token decides to migrate away from PNW during the Migration Window, PNW will launch exactly as described in the original proposal with 100% of the treasury assets of NFTX and FloorDAO.

2. Remaining Treasury Assets:

  • If the Non-Consenting Token Holders are able to launch a means for migrating away from PNW during the Migration Window, and if at least one NFTX or FLOOR token decides to migrate away from PNW during the Migration Window, a portion of the treasury assets will remain in the existing multisig wallets and will not be transferred over to the new multisig wallet controlled by the Foundation (the “Remainder”).
  • All other treasury assets will transfer over to the new multisig wallet held by the Foundation for PNW in accordance with the original proposal.
  • The Remainder will stay in the existing multisig wallets for a period of 45 days. After which, control over these multisig wallets will be shifted to the persons selected by the Non-Consenting Token Holders at their sole discretion without input or assistance from the respective teams of NFTX and FloorDAO (the “Selected Persons”).

3. Obligations and Responsibilities:

  • The Selected Persons are expected to act in the best interests of the Non-Consenting Token Holders. However, ultimately, it will be up to the Non-Consenting Token Holders to determine their own governance process and methods for holding the Selected Persons accountable. The existing NFTX and FloorDAO teams will not be responsible for the actions taken by the Selected Persons, nor will the existing NFTX and FloorDAO teams be liable in any manner, whether to the Non-Consenting Token Holders or otherwise, for the acts or omissions of the Selected Persons. The Non-Consenting Token Holders and the Selected Persons assume all risks in this regard.

Treasury and Tokenomics:

1. Treasury:

  • Assuming that (i) the Non-Consenting Token Holders are able to launch a means for migrating away from PNW during the Migration Window, and (ii) at least one NFTX or FLOOR token decides to migrate away from PNW during the Migration Window, the Remainder will be left in the existing multisig wallets of NFTX and FloorDAO, respectively.
  • The Remainder will reflect the relative amount of NFTX and FLOOR tokens that have elected not to continue with PNW and to pursue an alternative path as a Non-Consenting Token Holder.
  • The composition of the treasury assets shall be divided between the existing multisig wallets of NFTX/FloorDAO and the new multisig wallet held by the Foundation for PNW as follows:
    • Any fungible assets and non-fungible assets that can be fractionalised will be split according to the ratio (in USD) between the Remainder and the amount transfering to the new multisig wallet controlled by the Foundation for PNW (the “Ratio”):
    • Prior to the determination of the Ratio:
      • All ERC721 tokens that can be fractionalised will be fractionalised into their corresponding ERC20 token via NFTX, and will be split according to the Ratio.
      • All available harvests and claims will be made.
      • All inventory positions will be unstaked (e.g., xPUNK will be converted to PUNK).
      • Dust positions (with a value of less than USD 100) will be disregarded.
      • All NFTX and FLOOR tokens will be excluded.
    • Any assets that are non-fungible and cannot be fractionalised will transfer to the new multisig wallet controlled by the Foundation for PNW.

2. Tokenomics:

  • The final amendment will directly impact the proposed tokenomics of PNW, particularly the portion of the New Token supply that will be allocated to migrating token holders of NFTX and FloorDAO.
  • Earlier, the PNW camp voluntarily proposed a ≥$75M FDV hurdle before any contributor tokens can become transferable. This was inspired by feedback from the community and is in addition to the 36-month vesting period the tokens are subject to. This amendment will stay in place and will not be adjusted in any way based on the outcome of the vote. In accordance with this final amendment, the effective hurdle for contributor token transferability can only increase (based on the number of Non-Consenting Token Holders), which is to the benefit of the future PNW token holders. In doing so, the current group of contributors reiterates their belief in the long-term prospects of PNW.
  • The exchange rate between NFTX/FLOOR tokens to New Token (previously 2:1 in the original proposal) will be adjusted based on the Ratio determined after the Migration Window closes. When it is clear following the conclusion of the Migration Window how many NFTX and FLOOR token holders are Non-Consenting Token Holders, and how many NFTX and FLOOR token holders are supporters of PNW, the Ratio will be estimated as precisely and fairly as possible. The conversion rate of both current NFTX and FLOOR tokens into New Token will be accordingly adjusted based on how many NFTX and FLOOR token holders elect to be Non-Consenting Token Holders.
  • For the PNW side, the same 50% of token supply is made available for conversion into New Token. Since there can only be equal (100%) or fewer tokens migrating into PNW versus the original proposal, the amount of New Tokens that supporters of PNWs will get upon migration of their NFTX and FLOOR tokens can only increase. Anyone who decides to join the Non-Consenting Token Holders during the Migration Window will relinquish the opportunity to receive New Tokens in PNW.
  • Non-Consenting Token Holders will need to decide, at their sole discretion and without input or assistance from the respective teams of NFTX and FloorDAO, the mechanism, rules, name, or denominator of their token should they decide to create one during the Migration Window.

Chronology of Steps prior to Launch of Project New Wind:

1. Snapshot Proposal:

  • The proposal, including all amendments, will be submitted to Snapshot for a temperature check vote. This non-binding vote will gauge community support and guide the next steps. If the proposal stalls at this stage, the team will consider all alternative options to continue its mission of building PNW.

2. Migration Phase:

  • If the proposal passes, the Non-Consenting Token Holders will have a 7 day window to determine, develop and launch a method for migrating away from PNW, which shall be done at their sole collective discretion and without input or assistance from the respective teams of NFTX and FloorDAO (the “Migration Window”).
  • Prior to the Migration Window, the respective treasury assets of NFTX and FloorDAO will be unwound (not sold), and balance sheets for both treasuries will be published. This phase ensures that all token holders have a clear understanding of their options and the implications of their choices.

3. Asset Transfers:

  • If the Non-Consenting Token Holders are unable to launch a means for migrating away from PNW during the Migration Window, or if no single NFTX or FLOOR token decides to migrate away from PNW during the Migration Window, PNW will launch as originally intended, meaning that 100% of the treasury assets of NFTX and FloorDAO will be transferred to a new multisig wallet controlled by the Foundation, governed by and in accordance with the original proposal.
  • If the Non-Consenting Token Holders are able to launch a means for migrating away from PNW during the Migration Window, and if at least one NFTX or FLOOR token decides to migrate away from PNW during the Migration Window, a portion of the treasury assets of NFTX and FloorDAO will remain in the existing multisig wallets and will not be transferred over to the new multisig wallet controlled by the Foundation (the “Remainder”).
  • The Remainder will stay in the existing multisig wallets for a period of 45 days following the conclusion of the Migration Window. After which, control over these multisig wallets will be shifted to the persons selected by the Non-Consenting Token Holders (the “Selected Persons”). During these 45 days, PNW will not liquidate material amounts of the treasury assets allocated to PNW in an effort to ensure that the floor price of such assets (if applicable) will not be materially impacted. The 45-day period gives both the Non-Consenting Token Holders and the supporters of PNW time to put in place proper governance, structure, and process. It also puts a minimum and maximum delay threshold to any effective transfer of value, in effect acting as a safety mechanism.

4. Finalization and Launch:

  • The current teams of NFTX and FloorDAO will resign from their core team positions at NFTX and FloorDAO, respectively, and merge into a combined team for PNW, where they will pursue the development of PNW as further described in the original proposal. At this point, any relationship that the teams of NFTX and FloorDAO have with NFTX and FloorDAO, respectively, will be fully and formally terminated.
  • The Non-Consenting Token Holders will then be ultimately responsible for determining their own governance process and methods for selecting and holding the Selected Persons accountable.
  • The existing NFTX and FloorDAO teams will not be responsible for the actions taken by the Selected Persons, nor will the existing NFTX and FloorDAO teams be liable in any manner, whether to the Non-Consenting Token Holders or otherwise, for the acts or omissions of the Selected Persons. The Non-Consenting Token Holders and the Selected Persons assume all risks in this regard.
  • The migration to PNW will proceed as originally intended, ensuring legitimate off-chain structuring and governance systems are in place in accordance with the original proposal. The launch of PNW will be initiated within the timelines envisaged in the original proposal.

Conclusion:

This final amendment aims to enhance transparency and community involvement in the execution of PNW, while also ensuring that the project progresses in a manner that reflects the diverse interests of all token holders of NFTX and FloorDAO. By adding this final amendment, we aim to provide a clear, structured, and community-driven path forward. Let’s work together to finalize and implement this proposal to achieve our shared vision and goals.

Communication

Quorum

Due to the impact of this proposal, this temperature check vote will run for 7 days.

  • Minimum Quorum: More than 10% of circulating, non-treasury NFTX must participate for a proposal to Pass.

  • This temperature check runs simultaniously for FloorDAO and NFTX. If either DAO doesn’t agree to move ahead, the proposal will not pass into its’ next stage.

  • Passing Threshold: More than 66.6% (2/3rds) of voting tokens must vote FOR for the XIP to Pass. For changes to the NFTX contract, more than 70% of voting tokens must vote FOR the XIP to pass towards on-chain voting.