Scenario: Buyer (post‑sign or post‑close) refuses to wire the SPV its share of proceeds, citing “token exposure,” KYC/AML pretexts, escrow/set‑off claims, or “clean cap” concerns. Result: DAO payout blocked or delayed.

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 / buyer acknowledgments, stockholder‑rep, cap‑snapshot),

S#05 (valuation/leakage controls, fair‑value, no‑leakage, expert path),

S#07 (exit dispute playbook: escrow caps, objective release tests, expert determination, waterfalls)

S#08 (independent co‑sign/reserved matters—no waivers without independent sign‑off),

S#06 (DAO auto‑pause + comms posture while issues are live),

S#03 (cap‑snapshot/no‑issuance between sign/close)

Problem

A buyer balks at paying the SPV directly (or on time), tries to push proceeds into oversized/indefinite escrow, claims offsets, or demands payment to founders instead. Without tight payment mechanics and enforcement, the SPV can be slow‑paid or bypassed.

Legal Vulnerabilities

• Payee ambiguity: SPA/funds‑flow doesn’t name the SPV as payee of record for its share; buyer insists on “alternate routing.” (See buyer‑acknowledgment posture in S#04.)
• Overbroad conditions precedent: closing/escrow releases hinge on discretionary buyer “satisfaction” or open‑ended KYC; no hard deadlines. (Escrow discipline from S#07.)
• No “no‑set‑off” / netting guardrails: buyer asserts indemnity/working‑capital claims to withhold payment beyond objective caps/tests. (S#07.)
• Weak acknowledgment of SPV status: buyer refuses payment citing “tokenholder risk” or “no duty to wrappers” if S#04‑style acknowledgment is missing.
• Leakage routes: side letters/retention fees paid to founders instead of price → SPV starved (caught by S#05 no‑leakage).