Scenario: A strategic acquirer says: “We’ll only buy the operating company if the cap table is simple.” They pressure the founder to unwind or bypass the SPV/DAO, or to exclude the SPV from the payout waterfall.

Jurisdictions: Delaware (OpCo), Cayman (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

Problem

The buyer refuses to deal with “token things” and wants the company purchased with a plain shareholder list. They push for SPV exclusion, forced unwind, or special conditions that block or delay SPV proceeds.

If the cap table looks messy, a buyer uses it as leverage: “unwind the SPV or no deal.” Street needs terms that let the SPV act as a single, normal shareholder so buyers don’t need to interact with tokenholders at all.

Legal Vulnerabilities

• No drag‑along/tag‑along → SPV can be sidelined or sale structured to avoid it.
• Sale of Company not broadly defined (omits asset sales, mergers, IP sales), letting buyer route around SPV rights.
• SHA lacks consent/acknowledgment that SPV is a normal shareholder; buyer demands founder buy‑back/unwind as a closing condition.
• Side‑deal risk: founder negotiates private consideration; SPV not party to side letters.
• No cap‑snapshot / no‑issuance covenant between sign & close → last‑minute changes.
• Weak information rights → SPV receives late notice; can’t negotiate protections.
• Buyer KYC/AML concerns about “token exposure” → requests reps that no tokenholder claims exist; if docs are unclear, SPV becomes a perceived liability.
• No stockholder representative mechanics → coordination burdens scare buyer.

Regulatory Risk