Scenario: Acquirer says: “We’ll only buy the operating company, not deal with token wrappers.”

Risk: SPV excluded from the transaction; tokenholders sidelined.

Jurisdictions: Delaware (OpCo), Offshore (SPV), Switzerland (likely buyer seat)

Street Constraints: tokens not securities; no contractual profit/dividend rights; resource allocations are discretionary via DAO; founders keep operating control; independent co‑sign governance.

Owner / Date / Pass‑Fail: Lukas / 2025‑09‑07 / Passed

Related prior stress‑tests to lean on:

S#04 Buyer wants clean cap table (drag/tag, buyer acknowledgments, cap‑snapshot)

S#01 Founder equity withdrawal (single record owner; dual‑key/TA letters)

S#06 Regulatory reclassification (pause comms/distributions; buyer messaging)

S#09 Founder side‑deals (MFN; no‑leakage)

Problem

Buyer insists on a “plain” shareholder list and treats the SPV/DAO as noise. They pressure the founder to unwind or bypass the SPV, or condition the deal on excluding it from the waterfall. Street needs the SPV to act as one normal shareholder so the buyer never has to interact with tokenholders. (See S#04 for the clean‑cap approach.)

Legal Vulnerabilities

• No drag‑along/tag‑along and narrow Sale‑of‑Company definition → buyer routes around SPV. S#04
• No buyer acknowledgment that SPV is a standard shareholder; closing conditions demand unwind/waivers. S#04
• Missing cap‑snapshot / no‑issuance covenant between sign & close → last‑minute cap changes used as leverage. S#04
• Weak info rights and no stockholder‑rep mechanics → buyer claims “execution risk.” S#04
• KYC/AML pack for SPV incomplete → buyer adds “no SPV” condition. S#04
• Title/registrar ambiguity at SPV (no single record owner, weak TA letters) → buyer rejects structure outright. (S#01)