Scenario: The company issues new equity/convertibles or expands the option pool, diluting or subordinating the SPV’s stake.

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

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

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

Problem

The startup raises a new round or issues convertibles/options that shrink the SPV’s percentage or push it down the liquidation stack. If not controlled, the linkage between “what the SPV holds” and what resources can be redeployed to the tokenholders becomes weaker.

If the company sells a lot of cheap new shares or creates senior preferred stock, the SPV’s piece becomes smaller or worth less. Street needs built‑in rights so the SPV can keep its share or block unfair dilution.

Legal Vulnerabilities

• No pre‑emptive rights for the SPV to buy its pro‑rata in any new issuance.
• SHA lacks protective provisions/consents for: new classes/series, senior prefs, option‑pool increases, recapitalizations.
• Anti‑dilution protections (if SPV holds preferred) absent or too narrow (no broad‑based weighted‑average).
• Issuances via SAFEs/notes/warrants sidestep consent and dilute on conversion.
• Option‑pool refresh done post‑money without consent → stealth dilution.
• Side letters exclude SPV (“not a natural person,” “token‑related entities excluded”).
• DGCL “blank‑check preferred” lets board create senior securities without a separate class vote if not limited in the charter.
• Information rights missing → SPV gets too little notice to exercise rights.
• Value dilution (not just %): new prefs with multiple liquidation preference or participating features push SPV down the waterfall.

Regulatory Risk

• Misrepresentation optics: if public comms implied a stable equity linkage and the company dilutes materially without clear disclosure, regulators could allege the wrapper was sold with misleading implications.
• Securities drift risk: if token comms start sounding like “x% of company,” dilution disputes can be framed as equity‑like promises.