Changes at Gnosis Limited

[ernst]

I want to share some hard news formally here.

Two weeks ago we made the decision to sunset Gnosis Business (the business that was acquired last year as HQ.xyz, under GIP-120). We also made broader reductions across Gnosis Limited to consolidate focus around fewer areas of high conviction.

On Gnosis Business:

We closed the HQ acquisition in May 2025. The strategic rationale at the time centred on establishing a regulated presence in Asia. However, the business proved difficult to scale within the regulatory framework and, after a forced pivot in regulatory strategy, it became clear that the original growth thesis was not commercially viable.

Some of you raised concerns about GIP-120 at the time. You were not wrong to. The thesis made sense under the conditions we expected; those conditions did not hold. The right move is to acknowledge that and stop spending.

On broader reductions:

Gnosis 3.0 set out a vision for payments infrastructure, business-grade crypto finance, and the chain as the backbone for real economic activity. This is still the direction. What is changing is where we are placing weight.

Three areas, in order of conviction:

1. Gnosis Chain & EEZ. Our original thesis for Gnosis Chain did not play out as expected but EEZ opens up renewed commercial opportunities, particularly given our role as co-initiators.
2. Gnosis Pay. Momentum slowed / metrics went sideways because team focus shifted to major multichain rebuild to enable larger, at-scale, wallet partners. This will launch in the coming weeks with the first major partner rollout (still cannot name the name, but you’ll see soon!).
3. Gnosis App. This is earlier in the journey and harder to predict a timeline. But we are seeing early demand signals and we believe the upside asymmetry justifies continued investment. Circles will continue to have a role if it is an enabler of growth and retention for Gnosis App.

Each product unit needs to stand on its own economically and we’re reallocating resources accordingly. We will continue to report transparently every quarter and are committed to improving the quality of reporting in line with the previous discussion. As part of this process some roles were eliminated even where the work is good and the people are excellent. That has been one of the hardest parts of this.

On accountability:

We owe it to the community to spend responsibly, set clear direction, and to be transparent when something has not worked. Stefan, Martin, and I advocated for the acquisition and we have now made the call to wind it down.

I will be in this thread over the next few days to answer questions about these changes directly. There are some things I won’t be able to share - specifics about individuals, confidential commercial terms - but on everything else, I will continue to be as open as I can be.

On GIP 150:

The debate surrounding GIP 150 has raised significant concerns from the community. We have logged each of these and will provide a full response once the vote concludes and we can start to chart a course forward.

Friederike

[Pray.eth]

GNO is trading below NAV because the market views Gnosis Ltd as value destructive for Gnosis DAO. It’s a clear signal your strategy needs a major rethink, not simply changing “where we are placing weight.” That sounds like the classic example of “rearranging deck chairs on the Titanic…”

I believe you need to stop trying to pick a small subset of winners, hoping to manage those businesses for long-term success. You are not good at it and it’s needlessly risky. You have to maintain and manage a large and costly organization, which imo is the primary reason GNO is trading below NAV.

Instead you need to create, incubate, and attract projects and talent to Gnosis Chain consistent with your values, help kick-start minimally viable businesses, then get those costs off your books while retaining significant ownership in potential winners. Restructure around that!

This strategy plays to your strengths. You have excellent technical skills, you recognize trends before others, you have amazing infrastructure (Gnosis Chain, CoW, Safe, etc.) that new start-ups can leverage, you are well connected across the industry, you are Ethereum aligned and believe in cypherpunk values, you are here for the long-term. Plus you have a large treasury that can be used in a strategic way to kick-start a lot of these ventures.

This is what I want as a GNO investor. I want upside on high-risk projects that Gnosis Ltd can identify, incubate, seed with initial liquidity and launch. Most will fail, but a few will succeed in a big way, and GNO can capture that upside. However, I don’t want you to manage these businesses too long after launch. Exit quickly with ownership!

Gnosis Pay is a great example. You should not be trying to build this into a viable, long-term business. Instead you should build the initial business with a highly motivated core team, then spin-off the project, securing significant equity for GNO token holders. The exit plan should be explicit from the beginning.

The Gnosis Ltd support organization should be built around that: technical and infra support, liquidity management, securing initial partners and users, early exit → securing maximum value (equity/token) capture for GNO holders. This is a lean, focused organization, with most resources moved off your books at spin-off.

Rain, a Gnosis Pay competitor, raised $250 million (!) in a Series C round in January, valuing the company at $1.95 billion. It is heavily financed now with the backing of many strategic investors across the industry. Their total funding to date is $338 million. Yes, their business model is a bit different (more centralized), but investor interest for stablecoin payment solutions is huge.

Exiting while securing significant runway should be the goal with Gnosis Pay, not trying to manage this longer-term within your organization, competing against better financed and hyper-focused competitors (Rain does one thing, you are doing a lot of things).

This strategic shift would require a total rethink of your organization and painful restructuring. But I don’t see any other way forward if you want to create value for GNO token holders.

Regarding your three areas of conviction:

1. Gnosis Chain & EEZ. Of course, no brainer. GC is the avant garde Ethereum L2, fully decentralized, able to experiment and help push Ethereum and crypto forward. EEZ sounds amazing. Love it. This is core. Great work!

2. Gnosis Pay. You need a business plan to get this off your books asap. You had momentum in 2025, Europe was accelerating, you launched in South America, etc. That was the time to exit with ownership to reduce risk. But the next best time is 2026. Gnosis Business was the result of the hubris around building a global payments solution without in-house focus and expertise.

3. Gnosis App. To me this is a Circles app, since Zeal is the better wallet. Gnosis has made a strategic investment in Zeal, so I suppose I win as a GNO investor regardless. You are never going to outcompete Zeal as a general purpose mobile wallet for all the reasons I described above. The Gnosis app should be used for Circles, and restructured around that primary use case. Circles is another example of a project with huge potential that is going to die within Gnosis without a charismatic, “founder type” person leading this as a stand-alone project. But it’s very much linked to the Gnosis app imo. I’d like to see those two projects combined and eventually spun off, but a lot of work remains, especially on messaging. Maybe 2027 goal to get this off your books.

CRC can become a global, transactional currency, completely decoupled from fiat, and the Gnosis app can be the primary vehicle to monetize that success for GNO token holders. But it likely won’t happen as a side project within Gnosis.