GIP-120: Should GnosisDAO acquire Headquarters (HQ.xyz) to Accelerate Gnosis 3.0

[0xRoney]

GIP-120: Should GnosisDAO acquire Headquarters (HQ.xyz) to Accelerate Gnosis 3.0

• In Favour
• Against

GIP: GIP-120
title: Should GnosisDAO acquire Headquarters (HQ.xyz) to Accelerate Gnosis 3.0 
author:  Co-founders of HQ.xyz: Sharon Paul @0xRoney & Sunny Singh @Sunny-HQ
status: Phase 2
type: Funding
created: 2024-12-24
duration: Effective starting from the date of GnosisDAO approval
funding: Upfront:  11,422 GNO + 926,263 SAFE
         Deferred over 2 years: 18,769 GNO + 1,457,505 + USD 6M reserved as  working capital 
         Deferred over 4 years: 5,040 GNO + 380,000 SAFE
         Deferred based on Performance: 20,160 GNO + 1,520,000 SAFE

1. Abstract

Gnosis 3.0’s vision (recap here) to revolutionize payments takes a leap forward with the proposed acquisition of Headquarters (HQ.xyz), an onchain business account. Established in 2022, HQ.xyz has emerged as the leading Onchain Business Account, seamlessly bridging digital assets and traditional finance while maintaining complete self-custody of funds.

Through this acquisition, HQ.xyz will be rebranded as Gnosis HQ, joining the ecosystem alongside Gnosis Chain, Gnosis Pay, Safe, CoW Swap, and Karpatkey. This move signals Gnosis’ expansion into business applications whilst solidifying Gnosis Chain as the leading decentralized payments network. This union represents more than an integration; it is a merger of shared vision and complementary expertise. By aligning resources, roadmaps, and expanding into key markets, this partnership positions the combined entity as the Financial OS for the Open Money Generation. Together, we will accelerate Gnosis’ ambitious vision to pioneer a payments network that is truly open, global, and autonomous.

2. Specification

This proposal seeks a full acquisition of HQ.xyz by Gnosis, with an equity to token swap structure, using both $GNO and $SAFE from Gnosis DAO’s treasury, with working capital injection for the new post-acquisition entity. The total budget and funding milestones are elaborated under 4. Budget and 5. Milestones.

3. Rationale

To all fellow token holders of Gnosis, as a believer in Gnosis and Gnosis 3.0, you are part of a generation that believes money should be open, it should be self-sovereign and it should be autonomous - i.e. For money to be easily moved to anywhere in the world, without unwarranted control by others. Money, like water, should exist in multiple forms and be easily accessible.

We are living in the Open Money Generation, and at Headquarters, we have been deeply committed to this and remain so. This year marked a turning point for stablecoins, as they transitioned from crypto experiments to mainstream financial tools. Landmark deals like the following happened all within this year:

1. VISA reports that stablecoins have now surpassed USD 3 trillion in global transaction volumes (source: Transactions | Visa Onchain Analytics Dashboard)
2. Major FinTech players making needle moving moves: PayPal launching $PYUSD & Stripe reportedly acquiring stablecoin orchestrator, Bridge, for $1 billion
3. Regulatory clarity is also emerging in key jurisdictions, including Singapore’s Payment Services Act and Europe’s MiCA framework.

3.1. Gnosis HQ: Pioneering Decentralized Business Banking

Despite the rapid progress of stablecoins in recent years, a glaring gap remains. Most innovations in stablecoins and self-custodial wallets are designed primarily for consumers or large institutions, leaving businesses—the very builders of the onchain economy—underserved. Web3 teams often encounter:

• Banking chokepoints: Traditional banks and FinTech platforms frequently impose barriers, making it difficult for businesses to access seamless financial services. Read more.
• Compromised solutions: Businesses are forced to rely on personal accounts or custodial services, undermining the core Web3 principle of financial self-sovereignty.

Gnosis HQ aims to bridge this gap, empowering businesses with decentralized, self-custodial financial solutions that align with the ethos of Web3 and support the builders of the onchain economy.

Over the past two years, HQ.xyz has been relentlessly creating a Business Account that operates on self-custodial rails without compromising user experience. With its intuitive interface and unwavering commitment to self-custody, HQ.xyz enables businesses to operate with efficiency while retaining full control of their funds—securely held until the moment one makes payment. From using stablecoins for payroll deposits directly into employees’ bank accounts, to paying bills with a VISA debit card linked to their Safe Account, HQ.xyz has made true on-chain, self-custodial finance a reality for businesses.

This vision extends beyond Web3-native builders, aiming to serve the wider business community with decentralized finance tools. By joining the Gnosis ecosystem, HQ.xyz will bolster Gnosis 3.0’s focus on payments, creating a self-sovereign banking solution that supports money in all forms—on-chain, online, and offline. This synergy will enable businesses to adopt decentralized financial tools that are accessible, efficient, and most importantly, community-owned.

3.2. Gnosis & HQ.xyz’s shared conviction on self-custodial banking

Since day one, we have embraced technologies from the Gnosis family, including Safe as our preferred wallet for teams and CoW Swap as our go-to DEX for swaps. This shared foundation of products, coupled with our deeply aligned visions, gives us unwavering confidence that the HQ.xyz and Gnosis teams will collaborate seamlessly and hit the ground running with speed.

With HQ.xyz being part of Gnosis, we look forward to working closely with Gnosis’ ecosystem to create the best possible business banking experience. Imagine a future where businesses use Gnosis HQ to:

• Collect payments directly into their Safe accounts
• Payroll paid using stablecoins, on Gnosis Chain, and effortlessly deposited as fiat into employees’ bank accounts
• Treasury assets swapped seamlessly on CoWSwap.
• AI agents assigned and managing spend with Gnosis HQ Cards

3.3. Expanding Beyond Business Banking to Accelerate Gnosis Chain as the Decentralized Payments Network

The proposed Gnosis HQ unit represents a bold leap forward, extending beyond business banking to champion the adoption of Gnosis Chain as the decentralized payments network for our generation. Gnosis already has all the critical components to lead this transformation, creating a payments network that is:

• Globally accessible
• Capable of supporting money in any form, from on-chain to off-chain
• Fundamentally decentralized, rewarding individual validators instead of central entities

Imagine a world where every payment transaction benefits everyone involved:

• Customers and merchants earn transaction fees, not centralized payment gateways.
• Any device—from laptops and mobile phones to a shop’s POS terminal—acts as a validator, earning rewards for maintaining the payments network.

This is the promise of Gnosis HQ: To bring back the original vision of crypto as decentralized financial rails. Picture decentralized versions of today’s payment giants—Stripe, Shopify, and PayPal—where control is no longer concentrated in the hands of a few centralized entities. Payments are no longer monopolized; infrastructure, data, and earnings are distributed equitably. In this decentralized world, participants are rewarded for their contributions, creating a fair and open financial system for everyone.

3.4. HQ.xyz Brings New Capabilities and Global Expansion

In addition to technological synergies, the team of HQ.xyz brings unique strengths to Gnosis:

• Stablecoin expertise: HQ.xyz’s CEO, Sharon, was a founding member of StraitsX.com - Singapore’s leading stablecoin issuer. During her time, she joined the team at the whitepaper stage for the Singapore-dollar stablecoin, $XSGD and led all go-to-market initiatives as well as discussions with regulators to ensure a strong launch back in 2019-2020. She was also heavily involved in expanding the team for growth phase as the stablecoin entered DeFi summer back in 2021. This gave her front row seats in growing the adoption of stablecoins, as well as first-hand experience in being in the driving seat to bridge both traditional financial markets with onchain finance.

• Asia Market Entry: HQ.xyz’s leadership has over a decade of experience spanning across the tech startup, fintech, and Web3 ecosystems in Asia, especially in Southeast Asia. This expertise positions HQ.xyz to spearhead Gnosis’ expansion into Asia, a critical battleground for Web3 adoption. With HQ.xyz being their second and third startup respectively, both Sharon and Sunny have the experience of building 0 to 1 stage in Asia. as well as joining high-growth teams entering from seed to Series B growth stages. More on their profiles: linkedin.com/in/sharonlourdes/ and linkedin.com/in/sstrgh/

• Navigating regulatory landscape: HQ.xyz operates under a temporary licensing exemption allowing it to provide certain digital payment token (DPT) services under Singapore’s Payment Services Act and has applied to the Monetary Authority of Singapore for a licence to provide DPT and fiat currency-related services. Operating within one of the world’s most stringent and respected financial jurisdictions, this licensing application underscores HQ.xyz’s commitment to operating in accordance with stringent regulatory requirements and illustrates its credibility as a trusted player in the onchain financial space. Under the leadership of Sharon, HQ.xyz’s CEO, leveraging off her former experience as founding member and Payments Lead at StraitsX, the company strikes a thoughtful balance between preserving the onchain ethos and navigating fast-evolving payment and finance regulations. This positioning not only instills confidence in HQ.xyz’s commitment to integrity but also creates a competitive moat, ensuring sustained growth in a highly regulated and competitive environment.

4. Budget

The proposed full acquisition of HQ.xyz by Gnosis will be structured as an equity-to-token swap, utilizing both $GNO and $SAFE tokens from the GnosisDAO treasury. The inclusion of $SAFE tokens reflects the strategic alignment of Gnosis HQ’s initiatives with Safe Account and the upcoming SafeNet ecosystem.

Allocation	GNO	SAFE
Upfront:	11,422	926,263
HQ.xyz Founders	9,599	785,334
HQ.xyz Team	1,564	121,393
HQ.xyz Investors & Advisors*	259	19,536
Deferred: Over 2 years
HQ.xyz Investors & Advisors*	18,769	1,457,505
Deferred: Over 4 years
HQ.xyz Founders	5,040	380,000
Deferred: Performance-based
HQ.xyz Founders	20,160	1,520,000

*For list of Investors, please read section 6.2 Investors.

In addition, the proposal requests a working capital injection of USD 6 million, allocated for at least next two years. These funds will be disbursed in installments at regular intervals, with the specific schedule to be determined upon approval of the proposal. The working capital is intended largely for payroll of team spanning across GTM, Compliance and Legal, Product, and Engineering.

5. Milestones

If you have read this far, we thank you and hope that you are as excited as we are about what the future holds for the Gnosis Ecosystem! Below we have a series of tactical activities that Gnosis HQ will be conducting to unlock business use cases for Gnosis and its Ecosystem

This roadmap positions Gnosis HQ as the cornerstone of Gnosis’ ecosystem, integrating business banking with cutting-edge financial technologies and decentralized infrastructure. Together, these milestones will establish Gnosis as the Financial OS for the Open Money Generation, bridging traditional and onchain economies while fostering innovation and adoption on a global scale.

Phase 1: Launch and Establish Gnosis HQ (Q1 2025)

1. Launch Gnosis HQ

• Rebrand HQ.xyz to Gnosis HQ, establishing it as the essential business platform for the onchain economy.
• Gnosis HQ Visa Corporate Cards: Meet the business version of our favourite. Simply tap, swipe or key in your card details - to spend your funds, kept safely with you at all times in your self-custodial Safe accounts, with over 300 million merchants worldwide.

2. Core Business Neobank features

• End-to-end on-chain Invoicing - Enabling teams to issue and get paid easily on-chain and off-ramp if needed
• Gnosis HQ Collect - Enabling teams to collect digital revenue via payment links i.e. Stripe for Crypto
• HQ Crypto Accounting Suite - The team is working hard at launching the world’s first accrual based crypto accounting system.

Phase 2: Growth Phase for Gnosis HQ (Q2-Q3 2025)

1. Robust regulatory standing

• Seek and complete the full licensing application with the Monetary Authority of Singapore
• Integration of Gnosis and Gnosis Pay’s regulatory presence in Europe and LATAM for Gnosis HQ
• Strengthen the compliance framework to meet regulatory requirements
• Expand regulatory presence across key jurisdictions to create a competitive moat for sustained growth.
• Enhance compliance features within Gnosis HQ’s application with license-compliant infrastructure and regulatory-aligned updates

2. Drive Gnosis Expansion in Asia

• Leverage the Singapore-based team to lead market penetration in Asia
• Support regional expansion of Gnosis products, including Safe and CoW Swap
• Forge strategic partnerships with local players and establish developer communities across key Asian markets

3. Expanding into DeFi & Privacy

• Bridging Support : Allowing teams to seamlessly bridge assets across chains
• Defi Integrations: Allowing teams to participate in Defi yield opportunities with idle capital
• Support for Confidential Transfers: Experimenting with upcoming technologies like FHE & KYB Compliant Privacy Pools that would allow us to support confidential transactions.

4. Launch of Gnosis Enterprise Suite

• Gnosis’s technology stack is composable enough to be used even by enterprise customers for their own internal infrastructure. We’ll be working with the Gnosis portfolio team to identify key enterprise clients and work towards winning them as clients of solutions like Safe, Gelato, CoWSwap and services like Karpatkey
• Debit card protocol - So that Web2 card issuers would be able offer debit card facilities by bootstrapping its services on top of self-custody wallets
• Gnosis HQ Mobile Platform - Launch a Mobile app for teams to use HQ whilst they are on the go

Phase 3: Driving adoption of Gnosis Chain (Q3 2025 onwards)

1. Stablecoin coverage on Gnosis Chain

• Wide stablecoin coverage and deep liquidity of stablecoins on Gnosis Chain is critical to realise the vision of Gnosis Chain being the decentralised payments network
• After the launch of Gnosis HQ and expansion listed above, we will embark on the journey to get more stablecoins, both USD and non-USD denominated, natively issued on Gnosis Chain and with liquidity pools that are deep and easily accessible

2. On/off-ramps connected to Gnosis Chain. To enable quick onboarding to Gnosis chain ecosystem from offchain ecosystems; integration with payment networks from Cards, local banking networks including out of the U.S. as well as alternative payment methods such as localised e-Wallets.

Phase 4: Next-Generation Payments and Banking (2026 and Beyond)

1. Validator-embedded Payment Devices

• Launching the world’s first Point-of-Sale device with built-in validator to allow any merchant to earn while a customer makes a payment - to further the dream of a decentralised payments network

2. Agentic Payments

• Agentic Payments via Cards - Letting teams create AI Agents that could analyse card spend and provide input on how to optimise them to reduce spend
• AI powered Crypto Compliance Advisor - An AI agent that can sit in a customer’s infrastructure and provide immediate feedback on how to improve their compliance adherence based on their current place of business.

With this roadmap, Gnosis HQ will not only redefine business finance but also drive Gnosis Chain’s adoption as the decentralized payments network of the future, aligning with the shared vision of creating open, global, and autonomous financial systems.

6. Team

HQ.xyz is a team of 14pax strong, led by CEO Sharon Paul and CTO Sunny Singh.

6.1. Founders

Sharon Paul, CEO; linkedin.com/in/sharonlourdes

• Expertise in fintech & payments incl. Bank transfers, Cards, e-Wallets, Stablecoins, Neobanks
  • Founding member of StraitsX.com, licensed stablecoin issuer ($XSGD) and leading Web3 payments infrastructure in Asia
  • Former Head of Payments, Fazz.com (parent group of StraitsX)
• Member, SGBuilders - leading Web3 grassroots community in Singapore (sgbuidl.com)
• Web3 Sub-committee, Singapore Fintech Association - affiliated to MAS
• Former co-founder Digitalfolks, a software development studio; role focused on PM and UX
• Active in crypto since early 2017; proactive in both FinTech and Web3 ecosystems (Lemniscap Capital, Open Campus/Animoca, Spencer Ventures, Pudgy Penguins, ARC Community)

Sunny Singh, CTO; linkedin.com/in/sstrgh

• Blockchain Technical Advisor, Mission Plus
• Former Tech Lead roles, a strong focus on Data Eng (SensorFlow, Traveloka, Grasshopper HFT)
• Member, FinTech CTOs
• Entrepreneur First, batch ‘2017
• Proactive in Web3 developer relations (MadLads, Anonymice, Talent@Web3)

6.2. Investors

HQ.xyz is also supported by a strong pool of angel investors and funds. This include lead investors Mass Mutual Ventures, Analog Ventures and Crypto.com, and other leading Fintech & Web3 funds including Caladan, Ocular, Coinhako, Draper Startup House, DWF Labs, FEBE Ventures, FJ Labs, LongHash Ventures, Saison Capital, 500 Startups and industry veteran as angels including founders of Safe, Nansen, Coingecko and Etherscan.

Read more about our team and investors here: Headquarters (HQ.xyz) - About us

7. Next Steps

7.1. Decision Process

We’ve published the current proposal for discussion and voting by GNO holders, following the established Gnosis governance process. Both public discussions and Snapshot voting will serve as key signals in the decision-making process.

Here’s how the approval process works:

• Phase 2: Specification (12 days) – We’re currently in this phase, where the proposal is being refined and discussed.
• Phase 3: Consensus (5 days) – After the Specification phase, the community will vote to signal final approval.

7.2. Communications Plan

Once the Snapshot voting under Phase 3 is complete and the acquisition is officially approved by GnosisDAO, we’ll make an official announcement within one month. We’ll prepare a press release to share the news widely with interested parties, ensuring that the announcement effectively communicates this milestone to the broader community and stakeholders. For any press inquiries, please contact sharon@hq.xyz or @sharonlourdes via Telegram.

[ernst]

Hi Sharon,
Thank you for the proposal!
This is one of the biggest proposals we’ve considered since the xDai merger, and the Gnosis Ltd team is fully behind it. The product teams have discussed this at length and are unanimous in their support.
Your product offering aligns seamlessly with Gnosis Pay in terms of target market, geographies, and licensing strategy. It’s an excellent addition to the ecosystem, and we see a clear path to creating strong synergies between the Pay and HQ stacks by mid-2025. While some refactoring is needed, this has already been planned to ensure a smooth potential integration with HQ.

HQ’s deep connections in Asia add another layer of value, perfectly complementing our geographic focus on Europe and South America.

Sharon and Sunny share Gnosis’s mission and values, and I’m genuinely excited about the possibility of them joining the Gnosis family. This proposal is a major opportunity, and I strongly support moving forward!

[mrtdlgc]

@0xRoney

Any device—from laptops and mobile phones to a shop’s POS terminal—acts as a validator, earning rewards for maintaining the payments network.

lol.

Against this proposal as I believe to achieve the goals set forth in Gnosis 3.0 vision, Gnosis should delegate work to more diversified individuals/entities instead of acquiring the payroll of another company with considerably high upfront payments to its founders and other investors.

Also, I would have liked to see some numbers about what HQ.xyz have achieved so far in the proposal instead of the GPTed text of delusional promises like the one quoted above.

[zecoshi]

That’s definitely a huge proposal. I agree with @mrtdlgc, we need deeper data and numbers about what the actual business has achieved.

The I feel that the upfront payment should be made in stablecoin. And based on performance, the founder and team would receive GNO and SAFE.

[Sunny-HQ]

Hey @mrtdlgc,

Allow me to answer on behalf of the team, we fully agree that Gnosis 3.0 requires a diverse set of individuals and entities to push forward its mission, we believe that diversity can be assessed based on many different parameters and below we have the top 3 we look into actively.

Building for jurisdictional diversity i.e. building a brand that has on the ground presence in key markets. At HQ, We’ve always engaged the broader web3 community to provide a perspective of what is happening in Asia. Most recently, we did this by talking about the opportunity in Asia during DAPPCon earlier this year. We are currently also working on a report titled “Singapore: The Onchain State” to showcase how different teams have built crypto related technologies and services from Singapore. Some of the best Web3 products are being shipped out of Asia and we want Gnosis, along with its suite of solutions to be the preferred partner for Asian founders building on crypto.

Building for use case diversity i.e. building a brand that offerings for different use cases and customer profiles. The mass majority of teams building in crypto right have been focused on retail for use cases like DeFi. At HQ, we have been focused on building technologies for teams and businesses to operate wholly on-chain using self-custody wallets. Gnosis Pay currently handles the retail use case and through the acquisition, Gnosis will be able to immediately enter and unlock B2B use cases.

Building for diversity around regulatory appetite i.e. building a brand that does not shy away from working on the hardest problem in Crypto, regulations. The mass majority of solutions in crypto have either been poor solutions built around trying to skirt regulations or good solutions that ignore regulation, leaving their users to take on large regulatory uncertainty/risk. With this acquisition, Gnosis immediately gets access to a team well versed with what it’ll take for Gnosis to navigate choppy regulatory waters.

Finally building for diversity around ideology on topics like decentralisation and privacy. The entire ecosystem has become an echo chamber designed to shove decentralisation and privacy ideologies to every new user while ignoring the real-life practicality of it. With this acquisition, Gnosis will now have more people in the team who have spent countless hours working directly with businesses to pragmatically approach how decentralisation and privacy can improve their business operations.

This is also not the first time we’ve gone against the grain and pushed for diversity in the work we choose to do. Prior to HQ, Sharon was part of the founding team that launched XSGD, a Singapore dollar backed stablecoin in a market where everyone was playing me-too launching US dollar backed stablecoins. It ended up becoming one of the biggest non-USD backed stables during the bull market

And finally, by looking further into the fact that, compared to being another team building another defi protocol or L2, the team at HQ has been fully focused on solving what most would classify as a boring problem i.e. accounting, finance and regulations, I am hoping you’d be able to appreciate the diversity we bring to the table, one that is closely aligned to the Gnosis 3.0 vision

Let me know if these are not the parameters you were considering when you were evaluating the delegation of work to more diversified individuals and entities, I’d be more than happy to hop on a call to hear your thoughts on exactly what they are.

Regarding the delusional promises we are making, I am happy to say we’ve been ‘delusional’ with our ambition since day one. Let me share a couple of instances below to further substantiate your point.

1. We were called delusional by investors for wanting to raise capital to build in crypto right after luna crashed. We ended up raising from investors that believed in the mission and shipped a product that customers absolutely loved over the next two years.

2. We were called delusional by accountants for wanting to build a crypto first accounting solution from ground up without actually having been accountants or have accountants on the team. We ended up launching a product that provided best in class transaction reporting and these accountants became our clients.

3. We were called delusional by other bigger teams for wanting to launch a payments platform with a small team and at the same time continue working on accounting. We ended up launching off-ramp, invoicing, swaps and a self-custody card program in less than a year with a team of 3 engineers, and ended up being the first solution of its kind where provided for end-to-end use cases, a strategy that now many teams are starting to pick up on.

4. We were called delusional by other fintech founders for wanting to launch a cost-effective corporate card program built on a self-custody stack. We ended up launching the card program in 3 months on our own custom built stack, and are now onboarding customers away from these fintechs because we can sustainably provide 0% off-ramp fees.

Regarding some numbers, you’d be right to think that we were delusional to believe that with just a team of 12 people, we’d be able process more than a billion dollars worth of transactions in the past year whilst remaining fully compliant in one of the toughest regulatory environments in the world, but we did it.

You’d be right to say that we were delusional that customers would be willing to pay to for world-class customer support towards making on-chain payments, but we did it and we’ve only had 1 regretful churn in a pool of 40 paying customers consisting of major Chains, Protocols, Projects and Accounting firms.

So personally as a Founder, I am happy to hear that you think we are delusional, we’ll need all the crazy we can get to make the Gnosis 3.0 vision a reality.

[mrtdlgc]

Thank you for confirming my initial doubt that you guys have little to no idea what you are talking about, and instead of answering to the actual concerns, straying away from the core of the conversation.

Yeah, you guys already have all the crazy you need by asking the upfront payment of almost 3 million dollars and got the diversity perfectly by asking to delegate your team’s payroll to Gnosis for two years. Sorry, GNO holders are not your exit to the community.

[zecoshi]

Thanks for this answer to @mrtdlgc concerns.

I suppose this proposal is partly connected to @Karpatkey token for equity swap solution. But I still personally consider that doing a token/equity swap is not the best option for this merge.

GNO and SAFE token should definitely be granted to founders and team but only on performance.

Investors and advisors should be paid in stablecoin. In the case where they still want to support gnosis ecosystem, they can buy SAFE and GNO on open market.

[Sunny-HQ]

I believe I have shared some key numbers in my response above, let me know if they are unclear, happy to update them or personally walk through them with you. With regards to revenue numbers, we have shared the relevant figures with the team at team at Gnosis, unfortunately we won’t be able to share key information like revenue figures publicly at the moment.

As always, happy to answer any other questions you may have.

Alongside assessing us, I would also hope that the community takes this opportunity to discuss and understand the upcoming challenge we will be facing in order to become the prefered financial infrastructure for the world. It is probably one of the fiercest fought battles in web2 fintech right now and, and it’ll be equally as fierce here next year where we will be competing with Web3 teams from chains like Base and Solana and web2 players like Revolut, all stacked with highly capable and experienced individuals focused on winning as much market share as possible. It will be a tough fight and if we want Gnosis to succeed at its mission then we need to find an answer and we need to find it fast.

[mrtdlgc]

@Sunny-HQ

unfortunately we won’t be able to share key information like revenue figures publicly at the moment.

Then people will not be able to make calculated decisions on this proposal.

Again, sorry for being too harsh. But to be honest, by the looks of it, this looks like you guys, the founders, are trying to look for an exit while asking GNO holders to cover the expenses of the company for two years, with an expected $250k per month. Hence, the numbers around revenue is a must for GNO holders to support such acquisition. Without it, this doesn’t look good. And there is literally no guarantee with this proposal that the proposed promises will ever be achieved because even from a feasibility standpoint, some of the stuff you guys threw in within the roadmap is not possible unless some huge technological breakthrough happens.

Everyone is aware of the competition, it is again irrelevant to the discussion.

I might be fine with Gnosis supporting HQ, amplifying you guys as the first class citizens in terms of the payments protocol operating on Gnosis Chain targeting the Asian market. However, as in the case of almost all mergers and/or acquisitions, usually things break as we have already seen with the Gnosis/xDai Stake merger that the previous xDai team has left contributing to the chain almost right after the deal was approved. Or even in the case of Gnosis Pay as the previous founder/founding team ceased to exist within the company.

To reiterate, feel free to operate or even get amplification from the DAO for doing so and maybe ask a retroactive grant after you guys achieve the promises. That works. Otherwise, I do not believe the DAO needs another pit to throw in an investment by babysitting a company for two years with no tangible expectation of return.

[CryptosNF]

I find @mrtdlgc answers very pertinent, with a real concern for the Gnosis ecosystem and its holders, and I agree with him on many points.

My question is more about something else, why does HQ want to drop its project in favor of Gnosis?

Why don’t you continue your product on your own?

I think it’s the answers to that, too, that can make you think you just want an exit.

Curious to know the answers

[staworth]

Thanks @0xRoney and @Sunny-HQ for the detailed explanations and extensive engagement.

@Sunny-HQ

With regards to revenue numbers, we have shared the relevant figures with the team at team at Gnosis, unfortunately we won’t be able to share key information like revenue figures publicly at the moment.

We note @ernst’s support as shown above. To the extent that Gnosis core contributors have already performed thorough financial due diligence on confidential information provided by HQ, then we are happy to extend our support for the Gnosis core team’s ambitions to approve this proposal. We would appreciate any further confirmation on the Gnosis side of the soundness of the valuation here.

Where the wider community remains concerned on this front, one suggestion may be to open up some of the private data to a handful of delegates on behalf of the community, on the proviso that they sign up to confidentiality terms and any feedback they plan to share publicly is subject to HQ’s prior approval/edits. We would be happy to volunteer for this if helpful. With that said, we do not feel that this is necessary where it would be duplicating work already done by Gnosis contributors.

[0xRoney]

Hi @mrtdlgc, thank you for your candid feedback and proactiveness. It’s essential for decisions like this to have a thorough and constructive discussion. I’d like to address your concerns directly and clarify the reasoning behind this proposal.

1. Revenue and Feasibility Concerns

We agree that revenue metrics are important. This is why we have been transparent with key executive members of the Gnosis before publishing this proposal. I hope to highlight that current revenues are often a lagging indicator and does not reflect the goal and years of effort ahead of us. Assessing HQ.xyz solely through this lens misses the broader strategic value we bring to Gnosis. It is important to recap that Gnosis is pursuing her third era of building applications - not just infrastructure. Specifically, applications in payments: Introducing Gnosis 3.0 - Gnosis

On feasibility, our roadmap reflects a combination of current capabilities and aspirational goals. Allow me to address the skepticism on us enabling every device to be a validator of Gnosis Chain. While this might sound as a lofty and unfounded goal, we are approaching it with pragmatism. Today, it is already possible for anyone with even just 1 $GNO token to be a validator (Recap: Run a Node | Gnosis Chain).

Taking reference to https://www.validategnosis.com (screenshot below), we want to make it as user-friendly as possible, for anyone to participate in this. No longer will someone need to have a large number of tokens or sophisticated device to be a validator. It is this unique and aligned design of Gnosis Chain that encouraged us that this merger of teams, is the right move for our vision.

2. Founder Intent and Commitment

The notion that this is an “exit” for HQ’s founders doesn’t reflect our reality. Over the bear market, my team and I have taken significant pay cuts to build HQ.xyz into what it is today. This is an apt time to share a personal story. The evening we raised our round back in 2022, was the very evening that LUNA and UST crashed. I remember that night every vividly. Staying awake throughout the night from evening to morning - writing as personal note to every of our investor to express our commitment to HQ. At the end of it as dawn broke, my personal portfolio took a nosedive of more than 50% and that’s when I knew where my priorities and obsession stood.

Sunny and I are also far from being crypto tourists. It was crypto that brought us together back in 2017. Had we have the mentality of treating the public as exit liquidity, we would have picked the trader route or simply buy and hold tokens, without bothering to start a firm in this sector.

It is genuine that we are OBSESSED with enabling a truly open and globally accessible payments ecosystem. This move does not mark our exit. Instead, it marks our commitment of doubling down. We are not suggesting a sale of the company followed by an exit. We are proposing a balanced payout that has more than 50% tied to performance-based milestones and is in GNO & SAFE tokens, aligning our success with the DAOs.

if our intent had been a quick exit, we could have followed advice we’ve received over the years, such as launching a token—an easier and more immediately lucrative path. Instead, we chose the more challenging route: taking the time to observe the market, grow independently, and refine our vision. This proposal for a long-term partnership with Gnosis stems from a deep alignment between our teams and a shared commitment to building the financial infrastructure the world needs for the future.

3. Risks of Team Attrition Post-Merger

We understand the concern regarding previous team departures post-merger. However, HQ’s team has demonstrated resilience and commitment during challenging times. I have personally been through a merger of a large scale before back at StraitsX - where Payfazz and StraitsX merged to form Fazz Financial Group (PayFazz and Xfers combine to create South East Asian payments network). Through that stint, I continued to stay on Payments lead for the group, navigating different jurisdictions and target sectors to ensure that the group has a cohesive team and roadmap. With the newly proposed Gnosis HQ, we have no plans to step away post-acquisition. Sunny and I remain committed to the goal of building the best possible Business Account and Payments network that is global, open and inclusive.

4. DAO Investment and Return

This is not a call for the DAO to “babysit” HQ.xyz. Instead, it’s an opportunity to accelerate Gnosis’ strategy in payments and financial infrastructure by leveraging HQ’s capabilities. The acquisition includes measurable milestones, ensuring accountability and value creation.

We believe this proposal represents a chance to build something far greater together than either of us could independently. The alternative—operating in silos—would likely limit the impact we could collectively achieve.

Closing Thoughts

This proposal isn’t about asking for support with vague promises—it’s about combining strengths to achieve tangible results. HQ.xyz has the potential to amplify Gnosis’ position as the go-to financial infrastructure in Web3. We invite the community to see this as a strategic investment in that future - a future that is fast-evolving right before our eyes.

[armog]

@0xRoney

No longer will someone need to have a large number of tokens or sophisticated device to be a validator

Sounds pretty interesting. Can you share more details about this idea? How can individuals become validators on the network with the idea in your proposal?

[aurelius]

Thank you for your proposal.

In your extensive proposal, spanning 3000 words, there is a notable absence of any substantial discussion regarding the benefits this acquisition offers to GNO holders. On the contrary, the proposal highlights significant dilution for GNO holders, primarily in favour of yourself and your investors. It is also important to consider the likely scenario where these investors, upon receiving GNO, will opt to liquidate their holdings rather than retain exposure—effectively signalling an exit from their investment.

Additionally, GNO continues to trade below its price (relative to ETH) at the time when “significant buybacks” were announced. This trend reflects a palpable lack of confidence in GNO, and it would be crucial to hear how this acquisition intends to address and reverse this concerning trajectory.

I am personally unsettled by the fact that you have not been able to secure funding from your existing investors and are instead relying on a DAO acquisition that appears to lack transparency. The absence of publicly shared details, with critical information disclosed only to select “key people at Gnosis,” raises further questions about the governance and fairness of this approach.

[mrtdlgc]

@staworth

We would appreciate any further confirmation on the Gnosis side of the soundness of the valuation here.

Although I do think the endorsement from @ernst is a sound signal, I do not think it is a wise idea to downgrade the status of the DAO votes to just a simple ratification of decisions already discussed by the LTD. Instead, if we are serious about the state of Gnosis governance, the discussions here should act as a betterment of accountability among all shareholders. Hence the skeptic attitude I am willing to take.

@0xRoney

While this might sound as a lofty and unfounded goal, we are approaching it with pragmatism. Today, it is already possible for anyone with even just 1 $GNO token to be a validator

@armog has already asked for clarification, but as someone who also has had the privilege to provide assistance to Gnosis validators as well as following the developments in the hardware space, the barrier to entry is not limited to having the stake (aka GNO) but in being able to afford and maintain the hardware. Let us know if there has been or any expected technological breakthrough in enabling non-sophisticated devices to run validators with.

@0xRoney

At the end of it as dawn broke, my personal portfolio took a nosedive of more than 50% and that’s when I knew where my priorities and obsession stood.

Touching but irrelevant anecdote. This merely shows you were not great at assessing risk, but nothing else.

@0xRoney

We are proposing a balanced payout that has more than 50% tied to performance-based milestones and is in GNO & SAFE tokens, aligning our success with the DAOs.

Would you be willing to make it 100% performance based with KPIs specified by the DAO?

@0xRoney

taking the time to observe the market, grow independently, and refine our vision.

Without any injection of capital from Gnosis, how would you define the growth of your company, how long of a runway do you guys have to maintain your workforce?

And one last question. When I check your team on the website, I fail to see any in-house individual specialized in compliance/legal terms. I am curious because in the initial text of this proposal, you have made specific emphasis on compliance within the Asian markets. Have you guys been outsourcing your legal affairs? And are you still planning to outsource these in case the merger takes place?

[staworth]

@mrtdlgc

Although I do think the endorsement from @ernst is a sound signal, I do not think it is a wise idea to downgrade the status of the DAO votes to just a simple ratification of decisions already discussed by the LTD. Instead, if we are serious about the state of Gnosis governance, the discussions here should act as a betterment of accountability among all shareholders. Hence the skeptic attitude I am willing to take.

We fully agree that the status of any DAO vote must be greater than a simple ratification of Gnosis Ltd’s decisions. However, we urge all tokenholders to remain focused on the core objectives of our organisation and resist the temptation to let our interests in governance become the tail which wags the dog. Accountability is important, but there is a danger that it can stifle the organic innovation that we have nurtured in this community, where it is left to run amuck for its own sake.

We want to ensure that this deal is properly handled and kept credibly open to the DAO’s governance. But fundamentally there is a level of trust here in the strategic rationale for the deal. Based on the clear and detailed information already presented, we are leaning into the trust that HQ and Gnosis Ltd are seeking.

[Gnosisticsquid]

I have to say I completely agree with mrtdlgc on this one. I’m against this merge, option, buy, or what ever you are calling it.

[thewanderingeditor]

I am against this for the simple reason that the proposal does not adequately specify what we’re voting on

@0xRoney

This proposal seeks a full acquisition of HQ.xyz by Gnosis

What does “Gnosis” mean in this context? Which entity will be doing the acquiring? Presumably Gnosis DAO? Can GnosisDAO complete an acquisition of this kind in Singapore? What will be the ownership structure post-acquisition? Assuming GnosisDAO can complete an acquisition, by what mechanism(s) will GnosisDAO oversee GnosisHQ once the acquisition is complete?

I assume it is intended as an acquisition by GnosisDAO based on the GIP title. However, the proposal text doesn’t specify this, and elsewhere the terms “merger” and “partnership” are used. These aren’t interchangeable concepts. There are also references to a “combined entity”, “new post-acquisition entity”, etc., which further confuses things.

I can believe there are good answers to these questions, but they should be in the proposal. I appreciate that certain information may need to remain private, and it makes sense for Gnosis Ltd to vouch for this – but there’s a difference between information needed to evaluate whether the proposal is good or bad and information necessary to make the proposal coherent.

But let’s assume a revised proposal can provide this clarity. Then to me this is the crux:

@0xRoney

Navigating regulatory landscape : HQ.xyz operates under a temporary licensing exemption allowing it to provide certain digital payment token (DPT) services under Singapore’s Payment Services Act and has applied to the Monetary Authority of Singapore for a licence to provide DPT and fiat currency-related services.

I can see that this license to operate is extremely valuable. Conversely, failure to acquire the licence would render the acquisition basically worthless. So: how long does this exemption last? What steps are required to acquire the licence? Has this process already begun? From the quoted passage it seems like it has, but in the roadmap wording it reads like it hasn’t.

Returning to my earlier structural point: if GnosisDAO acquires HQ.xyz, how will that affect the licensing application? What is the Monetary Authority of Singapore’s position on decentralized entities and their ability to own and oversee other entities?

The payout structure and terms are also extremely unclear

@0xRoney

These funds will be disbursed in installments at regular intervals, with the specific schedule to be determined upon approval of the proposal

Who will determine this?

@0xRoney

We are proposing a balanced payout that has more than 50% tied to performance-based milestones

@0xRoney

The acquisition includes measurable milestones

I don’t understand what the milestones are. I see a roadmap, but it’s vague, and few of the items seem measurable in the usual sense of that word. Those that could be have no targets specified.

Is the deferred payment contingent on completing all of the items listed in the roadmap? What if GnosisDAO, on acquisition of HQ, decides to alter the roadmap somehow?

Again, this is all extremely underspecified.

[refri]

@ernst

the Gnosis Ltd team is fully behind it

@ernst

The product teams have discussed this at length

this is why GnosisDAO don’t seems to be a real DAO…too many different entities aligned to Gnosis discussing and planing something. No matter how reasonable and valuable these thoughts are, as long as the DAO is only asked after decisions are made internally and the average DAO member is not able to find a place where to join earlier in the discussion it feels quite worthless to participate. Not totally worthless ofc, but like elections in countries where the most likely outcome is already predictable in advance.

[gno-investor]

I’m going to vote against this.

There are no data points on profitability or growth, and while there are plenty of opportunities in this industry, I don’t think this is a good way to spend our money.

By the way, the section on “Validator-embedded Payment Devices” strikes me as completely impractical. I run many validators across multiple networks and see no reason why this should be the approach—and technically, it’s quite complex. This part alone suggests that the proposal is more of a wishlist than a realistic plan.