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)

S#05 (fair value / no‑leakage / collars)

S#07 (exit dispute mechanics)

S#09 (founder side‑deals)

Problem

At exit, the acquirer insists on strict founder lockups (no‑sale, retention, non‑compete, rollover) and tries to extend constraints to the SPV (e.g., “no SPV distributions until earn‑outs end”). That can trap value, misalign incentives, or divert economics into side packages.

This means a buyer might lock the founder and also freeze or reroute the SPV’s payout unless we have carve‑outs and fair‑value protections.

Legal Vulnerabilities

• No lockup carve‑outs for SPV → buyer ties SPV’s consideration or DAO resource allocations to founder lockups/earn‑outs. (See the buyer leverage patterns in S#04.) S#04
• No‑leakage/aggregation absent → founder lockup/retention packages shift value off price. (S#05/S#09.)
• Drag‑along lacks fairness/MoM → SPV dragged into terms that over‑lock founder/SPV. (S#05.)
• Stock consideration with broad lockups and no collar → SPV stuck holding volatile paper. (S#05/S#07.)
• Weak stockholder‑rep mechanics → elections (cash/stock), lockup waivers, and consents get missed under time pressure. (S#04/S#07.)
• Reserved‑matters gap → founder agrees to buyer lockup terms that indirectly restrain SPV without independent co‑sign. (S#09 governance pattern.)

Regulatory Risk

• If lockups morph into distribution blocks while public comms still imply timely payouts, that can look misleading; safest is an auto‑pause + plain‑language status page (S#04/S#07).