XIP#56 Project New Wind

Joined 1 day ago. Curious.

Rage quit with a tax improves each stayooors book value claim on the treasury - thereby rewarding further for believing in the team and this rushed merger agreement. If you’re salty about people arbing the dex <> backed price I suggest you start buying as well.
Debunked.

Ok so why doesn’t Merit Circle put in actual hard dollars then for their stake? Liqudiity and capital matters a lot here right? We’re giving ownership away for a bunch of behind the scenes intangibles which we can’t assess as token holders until it’s too late… clear cognitive dissonance here.

Also, it’s a $20m+ treasury not $3m, have you looked at the latest blur or NFTX volumes? Objectively, this is poor capital use. When a corporation has excess capital and not enough NPV positive projects it gives the capital back to token holders. Literally corporate finance 101. Debunked

Again clutching at straws. The NFTs are blue chip assets that are Lindy. No one is asking NFTx to take “illiquidity discounts” since we don’t need to get out of everything in 1 day. We don’t even know how many holders want to rage quit.

Plus this has been done before ad nauseam. L take - do better. Debunked

Can’t quite believe a bunch of token holders have to fight tooth and nail for their right to a backed token. It’s a gift of a situation, to have a capped downside token, and that was the primary reason for my purchasing it - yet the one redeeming feature of the project / token seems to be thoughtlessly removed. I get that this is a good deal for the team:

  • get moon math pumpanomics
  • Merit Circle helping out
  • a sizeable call option on the new enterprise for free
  • standard salaries
  • higher odds of success

but it’s a bad deal for anyone w an NFTX token holding (no more downside protection and loss of backing and worse upside. Hope Gauss reads this and agrees.

Hey everyone, I just wanted to let you all know I have been paying close attention to this discussion and I plan on adding my comments soon. :handshake:

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Hey all would like to put forward two more ideas that I think would be amazing for NFTX and FLOOR holders

IDEA 1: No distro, launch new wind with same legal framework while retaining backing

  • Instead of doing the merger into 1 entity, we do a merger into 2 entities.
  • Entity 1: New Wind as described exactly in this proposal, but none of the treasury moves here
  • Entity 2: Old Wind, this entity is a traditional DAO as we have now. 100% of both treasuries move into here.
  • Old Wind deposits its assets into New Wind’s new product. In 6 months time it either merges or unwinds. If 50% of the FDV of new wind exceeds 1x treasury value it merges into New Wind and the assets move over. If it does not, it activates a rage quit for all holders.
  • FLOOR and NFTX holders get airdropped both new wind and old wind tokens.
  • The outcome is a separation of book value and enterprise value, with the exact legal framework the team wants, while maintaining book value in a DAO as is today.
  • Everyone is happy - team gets the entire treasury as tvl to kickstart new wind, holders get the upside if it works, and are protected by a rage quit in 6 months if it fails.

IDEA 2: rage quit and launch new wind

  • This whole time we’ve been saying its one or the other, but if new wind can’t succeed without the treasury then it would never succeed in the first place
  • This idea is to put aside something like $1m from each project (floor and nftx) and invest them into new wind
  • at the same time allow floor and nftx holders to rage quit
  • result is holders get both, new wind and book value (wow!) and team gets $2m of funding which should be multiple years of runway to build together
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Edit: My response will probably come on Sunday or Monday. I am double checking some specifics about concerns raised above. I see points on both sides, and will do my best to bridge the gap. :blue_heart:

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I wanted to share a few thoughts here:

  • I am quite pissed to observe that Merit Circle is the party pushing the hardest for this merger when they have all to win and 0 to lose in this. Merit Circle is very fast at telling current NFTX holders how they should behave with their governance tokens but quite slow at integrating the very good proposals made here to find a fair deal for everyone. Educating us about selling if we are not happy is not how you should engage in fruitful discussions with a community, and it isn’t because you bring a household name to the table that you should behave like everyone needs to bow to you and thank you.
    NFTX has a substantial treasury, and this treasury belongs to the DAO holders, not to anyone else no matter how hard you try to fantasize about it.

  • All we are asking is for tokenholders who support this project not to get massively diluted, and to have a guarantee that the current backing, which has already decreased to finance the development of products that have not been generating any revenue, remains protected.

  • I really don’t understand why all the good proposals to find a fair ground are ignored. If the goal is just to tank the vote and make sure everyone comes back here in 6 months to discuss a dissolution of the DAO, fine, but this shouldn’t be the goal here.

I was not surprised to see this proposal. We had FLOOR spin off from NFTX, run by many of the same core contributors; and today, both DAOs are holdings significant NFT/ETH liquidity and building complementary NFTfi protocols. So to me a merger makes sense. Focus the team on a single protocol and combine the treasuries to seed needed liquidity to the new protocol.

But then there’s the curve ball of bringing MC in as a major partner. Clearly the core contributors are excited about what they’re building and about what MC can bring to the table. However, the token holders are rightly concerned about overpaying for MC’s services.

So we have:

  1. A full (re?)combination of FloorDAO with NFTX
  2. A negotiation with MC to properly price their services

I support (1) out of hand. The teams, treasuries, and development goals are already overlapping.

With (2), the details are left somewhat vague, so I don’t know exactly what MC has already contributed, what they’re planning to contribute, or even what the planned protocol entirely looks like. I think the gut feeling from most of us so far has been that it seems like a good deal for MC. That was my feeling too.

MC has clearly proved their value to our core contributors, whose judgement I trust.

But we’re proposing paying them millions in treasury value and significant equity – all up front.

“Merit Circle brings a lot of expertise to the launch of Project New Wind, specifically in marketing, go-to market strategies, branding, tokenomics, offchain structuring and governance.”
“Merit Circle will have a supporting role only”

Are we valuing our own contributions of talent and treasury enough? Have we considered all other potential partners? Is it necessary to give MC significant control of our existing treasuries in order to secure their partnership?

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Forum is a bit quiet so just incase this goes to vote within the next few days, would like to repeat

We should be optimizing for the best outcome for floor and nftx

I am 100% confident that worst case 2-3x best case multiple x

Is better than worst case complete losses best case multiple x

This proposal as is does the latter. If we can ensure the backing stays, is not diluted, and is accessible if the plan fail, we get the former

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Numbers were posted above by marx for nftx but there’s no numbers for floor

dcfintern did some calcs so everyone can have visibility there too

assuming 3.9k eth price, there’s ~$10.5M of non floor assets:

There’s 911k floorv2 in circ with ~200k owned by the treasury (LP and Treasury). Using a user owned supply of 700k you get $15/FLOOR

IDK if there will ever be a cutoff of migration from all the previous FLOOR tokens (aFloor, v1 floor, gFLOOR, etc.) but if we also assume 100% of that migrates the final FLOOR supply is worst case 1.04M… resulting in $10.25/FLOOR

FLOOR currently trades at $3.50 but was sub $3 when this proposal went up

So for floor holders there is a risk free 3-5x here… that we are fully sacrificing if this proposal passes, but we don’t have to. There have been many options shared where we can both try new wind, and if the outcome isn’t exclusively better than the backing, holders can claim the backing in 6 months or something.

Additionally, for FLOOR holders specifically, there was a rage quit in the past and those “floorkers” got $5/floor in the depths of the bear market. I don’t think it’d be great for the floor holders that stayed to not get the far larger treasury value they stayed for.

Even if its extremely unlikely new wind fails to deliver the results the team expects, we should prepare for the worst and ideally never need to call on those preparations.

Update: I will be posting my thoughts in the next 24 hours. Still taking everyone’s thoughts into consideration and looking forward to sharing my own.

Hi @0xchop - Thank for drafting the proposal and subsequent amendments.

I have one question at the moment, are Community tokens subject to vesting or are they unlocked right away at token launch?

Hey y’all. Before getting into the nitty gritty, I want to thank everyone who has been participating in this discussion and also those who have been quietly following along. It’s nice to be reminded of how passionate the NFTX community remains after over three years of being together. I also want to make clear that I empathize with many of the concerns and some of the frustrations brought up by token holders. I, too, have shared similar thoughts during the past week and am aware that rhetoric has been used at points in the conversation. Whether this was purposeful or accidental, I appreciate that it can be concerning, and I have taken these concerns to heart while doubling down on my own due diligence. It’s been a long week, and needless to say, I have a lot at stake here, as I know others do, too. There is a lot for me to unpack, so please bear with me, and I will do my best to go through it as logically as possible.

​​Looking at the proposal from a bird’s eye view, there appear to be three main elements going into Project New Wind: (1) treasury/community, (2) talent/IP, and (3) major-league backing.

  1. The treasury and community are pretty self-explanatory. Currently, the NFTX treasury is used to support the NFTX platform by offering a baseline TVL and providing enough PUNK inventory + liquidity to ensure that we are included in market aggregators. Put another way, our treasury ensures that our platform cannot be ignored and that we are competitive with other platforms by TVL standards. Unlike FloorDAO, our treasury and community have never been split, which means we have more to offer in $ value and a cleaner project narrative.

  2. The talent (i.e., team members) potentially moving to Project New Wind includes team members from both NFTX and FloorDAO. Some team members have sizeable token holdings, but most do not. To the best of my judgment, these future New Wind team members are primarily driven by a passion for building something epic and potentially very valuable. In terms of IP, because neither NFTX nor FloorDAO have advanced legal structures, any protocol IP is arguably owned by the developers themselves who have designed and developed it (in part, this includes myself, but only to a limited degree, especially when considering tech in development by FloorDAO). So, in theory, it would be possible for team members to take their ideas and their work to Project New Wind even if NFTX token holders chose to stay behind with the NFTX treasury. Of course, this would be more complicated in practice, and getting into the particulars of such a scenario in this discussion is probably not productive. Still, it is an important possibility to keep in mind.

  3. Major-league backing (i.e., Merit Circle) offers Web3 experience and resources at a higher-level playing field typically occupied by projects with 9 and 10-figure mcaps. This includes a dedicated legal team, big-name networking, and a deep bench of strategists, marketers, and bizdevs. As an on-chain protocol DAO with a relatively small team, NFTX simply cannot fill these higher-level gaps itself. Barring some major changes in NFTX’s market cap and the creation of an advanced legal structure, we will never have a dedicated team of lawyers, or an in-house marketing team, or a deep bench of biz devs and web2 financial resources. When NFTX was launched in December 2020, these sorts of things weren’t that relevant, but since then, a lot has changed, and NFTs have gone mainstream, so having a chance at a consistent 9-10-figure market likely means partnering with a big player like Merit.

Regarding these three elements described above, I think it’s important to note that only one component, the talent/IP, is essential for Project New Wind to go ahead. Since the internal discussion regarding New Wind began among the NFTX team, I have observed increasing excitement about what is possible. The NFTX team is passionate about building something epic and appreciated. During the past years, many of our team members have felt frustrated by our limitations as a relatively small protocol DAO. As a personal example, about five months ago, I was tasked with filling out the application for NFTX to be included in the Blast launch (by Blur). One of the questions asked me what my work experience was, and I answered, “built and launched the first NFT protocol DAO.” Moments like this are a painful reminder of how much the space has evolved since our inception and how being included in the major league now requires more than passion, good tech, and a historic legacy. It also requires big backing and the benefits that come with it.

During the past week, interesting alternatives to the proposed plan have been brought up and deserve to be commented on. One of the alternatives is the OldWind/NewWind proposal, whereby treasury assets remain in an “Old Wind” DAO and only move over to the New Wind foundation after some level of success has been achieved. While I understand the attractiveness of this proposal for token holders (myself included), I believe that there is an element of token holders (again, myself included) desiring to “have our cake and eat it too.” Currently, elements #2 and #3 (i.e., team members and Merit) are eager to put time and energy into building Project New Wind in the hopes that it will be successful. If it is not successful, then they will not have the luxury of recouping their time and energy. Moreover, if it is successful (e.g.,>$100M FDV), then it really doesn’t make sense for them to hand over 33% of all tokens (over half of circulating tokens) to receive ~$22M of treasury assets in return.

Another interesting proposal brought up is for there to be a rage-quit mechanism built into NFTX whereby token holders who do not wish to move forward with the plan can take a portion of the treasury and burn their tokens. In theory, I see the attractiveness of this option, too, but my understanding is that, in practice, it can be more complicated. I have not had sufficient time to research this possibility myself, but several NFTX team members have made it clear that if any such “rage-quit” proposal appears to be moving forward, they will void their income stream and remove themselves from the NFTX team due to complex legal and tax concerns surrounding the issue. NFTX has a large community and about a dozen team members, each with varying risk tolerance levels and wealth to protect. Some people are anonymous, others are not, some have families to worry about, others do not, and all of these people combined likely come from 10 different countries or more. I have not spoken to Merit directly about this issue, but my understaxnding is that such a situation occurring just months before New Wind’s launch would be a concern for them too. So, in short, while rage-quitting is not necessarily out of the question, it could put NFTX’s participation in Project New Wind at risk, and it’s uncertain whether it could even be pushed through NFTX governance in the near future. I am assuming most holders are aware of this uncertainty, otherwise the circulating mcap of NFTX tokens would be significantly more than 1/3rd of NFTX’s treasury value.

Taking a step back, I want to address some of the concerns around Merit, the treasury, and the tokenomics. After looking into the subject in detail, I feel confident that any treasury assets moved into Project New Wind’s foundation would be untouchable for any reasons that do not benefit the project. Essentially, the treasury assets would be used to support the New Wind platform in the same way they are now used to support the NFTX platform. The primary difference is that they would be protected in a legal entity which ensures their continued “good use.” In this sense, I do not think Merit or the New Wind team is getting “a piece of the treasury” by having a vested token allocation. Nevertheless, this has 100% been on my mind as I know it has been on others’. I believe token holders have played our cards well on the forum by suggesting that a $75M FDV is reached before vested tokens can be touched. The readiness with which this was agreed to is also a good sign in my opinion. And from talks with team members I get the sense that there is strong confidence in this being achievable. (Note: this is by no means a promise or a prediction; it is simply my personal assessment of internal confidence.)

Now that I have addressed some of the major concerns, I will quickly touch on the potential positives, which the original proposal may have lacked somewhat. I do not want to break any confidences here, so all I will say is that my discussions this past week have left me with the impression that there is some awesome developments in the works. In my estimations, New Wind is a lot more than just a regular merger, it’s a merger with the potential to quickly impress the entire ecosystem. I hope I’m not stepping on any toes by sharing this personal opinion, but I feel it is only fair, given the gravity of the decision.

This post has ended up far longer than anticipated, however before closing, I would like to invite readers to head over and check out the conclusion of the original NFTX litepaper (Litepaper | v1.0 | NFTX), as I believe it captures this exact moment we are in. The original vision for NFTX was for a community of passionate, like-minded individuals to embark on a maverick adventure of creating a black hole for NFT assets. Three and a half years later, this vision has not been realized to my satisfaction, but my desire to see it achieved is as strong as it was back in 2020. I personally have a lot at stake here, as I know others do too, but I didn’t get into the space to take half-measures or drive in the slow lane. I believe this proposal has real potential, and I think it would be a shame to see the NFTX community end in a schism before taking this next step forward. NFTX was the first NFT protocol DAO and ignited the passion of builders, collectors, and visionaries alike. We began our journey as a “digital war band,” and we now have a small window of opportunity to try our hand at becoming a true empire. So I say LFG for it.

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Hi Gaus, thanks for taking the time to collect and share your thoughts. A few thoughts:

If it is not successful, then they will not have the luxury of recouping their time and energy.

I thought the team will be paid salary in addition to their equity? If so, that would compensate their time and energy.

“Moreover, if it is successful (e.g.,>$100M FDV), then it really doesn’t make sense for them to hand over 33% of all tokens (over half of circulating tokens) to receive ~$22M of treasury assets in return.”

Where is 33% of all tokens coming from? Is that the unvested portion of the team tokens?

I believe token holders have played our cards well on the forum by suggesting that a $75M FDV is reached before vested tokens can be touched.

Several token holders, including myself, have pointed issues with the 75m FDV number. The team can attain it without lifting a finger if ETH goes up sufficiently high, which would be a horrible result for token holders (no work or bad work is done, get diluted 20%). Furthermore, it is quite possible for the team to manipulate the market to achieve the FDV by removing liquidity and buying into an illiquid market. Many have suggested using backing instead of the fixed 75m FDV, or even better stock options instead (which would not be manipulatable), did you have thoughts on these solutions? These would align incentives and still allow team to benefit handsomely if they achieve their goals, without a risk of diluting tokenholders if they fail.

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My pleasure, bino.

I thought the team will be paid salary in addition to their equity? If so, that would compensate their time and energy.

Yes, this is a fair point. Thank you for the correction.

Where is 33% of all tokens coming from? Is that the unvested portion of the team tokens?

33% comes from 2/3rds of the 50% of the new token proposed for NFTX & FLOOR holders.

Many have suggested using backing instead of the fixed 75m FDV, or even better stock options instead (which would not be manipulatable), did you have thoughts on these solutions?

I do not have any strong opinions about how this is implemented. In my own estimations, I think it’s very unlikely that the team would manipulate anything, but I also have the benefit of knowing a lot of the team on a more personal level. I will allow Chop to respond to this when he gets the chance.

My pleasure! Been a long few months but getting there slowly. Still working on taking in all additional feedback including the one posted just below yours of Gaus - the proposal will not randomly appear on snapshot later today (made this comment on Discord yesterday) as there’s always some buffer between forum <> snapshot, plus also have a few more calls today to discuss outcomes/routes.

In the current form of the proposal, community tokens are not subject to vesting and are unlocked right away at token launch (TGE / Migration period). I.e. once you’ve migrated either NFTX or FLOOR for the New Token, it’d be instantly transferable.

The rest wouldn’t - Team part doesn’t really exist until 75MM FDV would be reached (and then still subject to vesting terms), 2/3rd of treasury part is directly controlled by community tokens so also doesn’t really exist until the community decides it does (i.e. is needed for bootstrapping liquidity on the platform, etc).

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What does “good use” mean here? Will it ever be possible to return profits to tokenholders in any way in this set up?

NFTX is a significant part of my net worth and today feels like a huge loss to me. I invested in NFTX because I believed in the project’s ability to launch revenue-generating products and that the treasury owned by DAO tokenholders represented a safety net to protect against a potential downside.

We are about to lose all ownership of our treasury into a legal structure that will forever make this treasury out of reach, despite having been constituted by us, DAO team members.

I will receive no salary while I wait for my equity value to go down, while team members are receiving salary and equity compensation.

I have also been told that some team members have conflicts of interest with Merit Circle and failed to disclose them. I am consulting with a lawyer tomorrow about this to know if this is a concern if the merger were to go through.

All of this is very hard to digest.

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What does “good use” mean here?

By good use I mean the points I mentioned above about how the NFTX treasury supports the NFTX platform and with this setup the assets would be continued to be used in the same way.

Will it ever be possible to return profits to tokenholders in any way in this set up?

My understanding is that yield on foundation assets would belong to the foundation, which can only act in ways that are good for the project. Also, my understanding is that what exactly this means for for token holders depends on what is possible to achieve without stepping outside the legal norms of other large, structured Web3 projects with token holders, and that this of course can change over time.

Just want to remind people that my post was meant to share my thinking but that it does not dictate what happens.

As some of you feel strongly about splitting off, I am looking into ways for this to work without eliminating the possibility for remaining holders to move forward.

I will receive no salary while I wait for my equity value to go down, while team members are receiving salary and equity compensation.

So, do you want a salary as a passive investor, or do you want contributors to have no compensation?

Both seem like a rather suboptimal incentive structure.

If you think the team should have no salary beyond token compensation, or at all, propose that. I would vote against such a proposal, because I think they should be incentivized. There are no free lunches. You take away rewards, you take away people (or attract lesser people), and good people are the most instrumental aspect in value creation. Not to say we shouldn’t be critical of how to allocate resources, but just pointing to the fact that they take a salary is not very constructive or valid criticism, in my view.

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The way I understand it, none of the value is removed. That’s why I don’t understand the whole premise of “value or backing being removed”. From what I understand, the rights and protections that token-holders have will actually improve. The DAO will still be very much backed by the same value and hopefully create more value. It’s the DAO that decides how these funds are used. There will just be different methods of returning value to the tokenholders.

I think the team is just being careful here in commenting on questions like this too explicitly, as it could limit the things they could actually do. Aside from commercial or practical points. Ultimately any strategy that is not legally robust, will not benefit anyone. There are many projects wrestling with this similar question - how to best return value to tokenholders. Look at the bigger DAOs & permissionless protocols; they are all quite careful in the ways they return value, so they are not deemed a security by regulators with all the consequences this could give. It’s an old framework in many ways not suited for crypto, that will hopefully change for the better. However, in the meantime, we all know there are some very aggressive regulators who do not care about DAOs or protocols and the future our space envisages. In the meantime, other projects that spend serious resources on legal opinions are successful in creating value and returning it to their respective ecosystems, benefitting token-holders, so I don’t see why this project can’t.

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