- In Favour
- Against
GIP: #152
title: Should Gnosis DAO spinout the Gnosis App into an independent company?
author: Deep Shah
status: phase 2
type: funding
created: July 26, 2026
Starting Note:
Terms (& a few related points) have been revised in the proposal below as explained in the comment here after the closing of the Phase 2. Proposal has now been moved to Phase 3 on Snapshot.
Summary/Introduction
Gnosis’s consumer app (Gnosis App), so far, has been run within the Gnosis Ltd annual funding mandate ($3.1 M – see GIP 128). Over the last few months, it has also been supported by the Circles team ($1.5M) & the Marketing team ($2M) as their primary focus in developing the product and bringing it to market. Gnosis App has built on work done in the past (including that of Metri & the Gnosis Wallet). It uses other Gnosis products under the hood (Gnosis Pay, CoWSwap, Safe). It hasn’t yet found breakout success/PMF. We spent the last 3 months rebuilding it centered on Circles (instead of a pure-play neobank approach, few reasons outlined here and here).
As we approach the GIP-128 renewal, we face a choice: shut it down, or give it a different structure. We propose the second option.
We propose to spin the Gnosis App out into an independent company led by the team that built it. GnosisDAO invests $1.5M cash and contributes the app’s product and IP (valued at $1M), creating a $2.5M SAFE position at a $10M post-money cap. The app leaves Gnosis Ltd’s ongoing yearly budget entirely.
The core reason for this structure is simple: finding product-market fit for Circles and the self-custodial payments stack requires the freedom to iterate on use cases at high speed. That freedom is structurally hard to maintain inside a larger organization with multiple stakeholders/teams and a multi-year ecosystem & multi-product strategy. This proposal is a bet on the current team, the Circles protocol, and the card/banking capabilities we already have — with the operational conditions required to discover where those assets actually solve real problems.
Where the app is today
The Gnosis App is an alternative money app for Europe’s ‘sovereignty seekers’ - where money is created by people instead of banks.
You sign up and start creating Circles, 1 CRC per hour. Your reputation determines how many of the Circles you create become easily spendable, you build it by being vouched for by friends, using the card, inviting others, or buying Circles. You can also direct the Circles you create to communities and causes you care about.
The goal with the Circles-first approach has been to reduce complexity based on user feedback while not compromising core aspects of the protocol. While much of the work is done already, there are a few more changes planned. (for eg - reducing the two token model to just one, making the reputation score more sturdy and parts of it open source over time, and so on).
Strategy/Revenue Sources
Hundreds of teams are building neobanks, all chasing the same European audience on commoditised infrastructure. Winning requires differentiation in both product and distribution.
Circles is the product differentiation & the focus. The niche audience is the distribution differentiation & the wedge: people who feel the financial system is drifting away from individual freedom and ownership, but still want modern financial tools. Not necessarily hardcore crypto natives. Not necessarily libertarians. Not necessarily anti-government. People who want control over their money and identity, dislike depending on centralized systems, are drawn to alternatives, and care about fairness, autonomy, and self-determination. The goal will be to find PMF through fulfilling a hair on fire use-case for Circles in places where people need this the most.
Revenue can come from various sources: app fees, card fees (ATM, FX, interchange), stablecoin yield/fees share and backers: users who commit capital behind personal currencies and are therefore Circles buyers. As an independent company with a lean team, we turn the fee switch on from day one and restructure incentives to be sustainable far earlier than previously posted here. Also important to note that revenue model is secondary until we find PMF.
Since there were a few questions about this in Phase 1, to be clear about what the app is not: it isn’t trying to be a token-farming/airdrop farming app purely built on incentives & future belief of a payout or a pure-play neobank.
Progress/Metrics so far
The app is live as a progressive web app, rebuilt Circles-first over the last three months. App was approved on the App Store and Play Store app close to the finish line in terms of development.
As of end of Q2 2026:
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~900 backers — users who have each committed $100 of their own capital behind a personal currency, up 30% from ~680 at end of Q1
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~800 weekly active card users actually spending on the card, up 60% from ~500 at end of Q1
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~$15.5M all-time card payment volume through the app; ~$310K in the final week of Q2
Broader activity, with full context:
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~1,600 daily / ~4,533 weekly active users (on-chain active in the app), which grew through Q2
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Week-4 retention ~20–25%; 27% of referred users go on to invite others (off-chain)
The honest part: we haven’t found PMF. Growth is real but linear, with no explosive word of mouth growth yet. The ingredients for virality are there, but getting from linear to exponential takes a speed and focus that’s very hard to sustain inside a larger organization.
Why spin out, and why now?
Inside Gnosis, decisions about the app are made - rightly - with the whole of Gnosis & the ecosystem in mind. That can work, but it can also hold a consumer product back from doing what it needs to do right now and with the right speed, regardless of a multi-year Gnosis-wide strategy. A consumer app hunting for PMF needs one accountable owner instead of multiple stakeholders, a small focused team, quick iterations, and full operational freedom.
This community has fairly pointed out that the app changed strategy more than once, and each turn was expensive because a large, distributed team (2-3 teams, in this case) had to turn with it. This proposal is not another strategy funded the same way. It’s a change of structure, much smaller team, lesser cost, and giving the project the right conditions for success.
Spinning out is also Gnosis’s proven playbook: CoW and Safe became category leaders as independent projects. The community’s fair criticism was never that the spin-outs failed; it’s that the DAO’s share came as vested tokens with weak value capture. This deal fixes that: a direct claim on the company, no vesting on the DAO’s stake, no non-transferable token. When the company raises a priced round, the DAO’s SAFE converts to equity and marks up directly in treasury NAV; if the company is acquired or distributes profits, the DAO participates through that stake.
This is not a restart. We want to build on the existing momentum, with aligned users (backers) who have committed capital, the team & the technical foundations with a complete focus on Circles inside a structure built for iteration speed required to find PMF.
Terms
| Term | Detail |
|---|---|
| Instrument | SAFE |
| GnosisDAO cash investment | $1.5M |
| Product & IP contribution / incubation equity | $1M |
| Total DAO SAFE position | $2.5M |
| Valuation cap | $10M post-money |
| Discount on future priced round | None |
| Resulting DAO ownership | Minimum of 25% |
Use of funds
The $1.5M roughly funds 18-24 months (revised).
-
~50% team
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~20% operations (legal/regulatory costs, security audits, infrastructure and AI tooling, accounting)
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~25% growth & marketing
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~5% contingency
About me & my mission
I’ve been with Gnosis for 3 years, and have worked across almost all product lines. I joined Gnosis Pay as part of the founding team, working as a generalist across different parts of the business before heading growth and user acquisition. Much of Gnosis Pay’s B2C growth stands on foundations I helped build: I took the card from its first few thousand active users and stayed through the $100M cumulative payment volume milestone, at a blended CAC under $20, in a category where incumbents routinely pay several times that. Before Gnosis, I worked with multiple zero-to-one venture-backed companies, including a Sequoia-backed scaleup, and I’m a London Business School alumnus, where I co-founded the most active student blockchain society in London.
I’m proposing this because I believe the product can win and I’m willing to leave a comfortable seat and put my own name and years on that belief. It is my personal mission to empower people with more financial sovereignty, especially the people who are excluded, ignored, or failed by existing systems and institutions through no fault of their own. I spoke about exactly this at DappCon this year: here is my talk. My operator experience building companies from zero to one, my passion for building & growing consumer products, and the potential of Circles to realise this mission are what make this a unique founder-market fit.
The team
Me as founder and CEO, plus two retained from the existing team.
There will be a 10-15% ESOP pool for the team, on standard 4-year vesting with a 1-year cliff. My own founder shares vest on the same 4-year schedule.
Relationship with Gnosis
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The Circles protocol stays open-source; a small team inside Gnosis Ltd maintains key protocol infrastructure. The spinout entity takes over the Gnosis App’s product and IP, and is the flagship app running on top of Circles protocol.
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The card program runs on Gnosis Pay rails as a B2B client on standard commercial terms; every transaction the app generates earns revenue for the payments network the DAO owns.
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Martin Koeppelmann will be a key strategic advisor.
Next Steps
The immediate focus is to:
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Continue improvements as planned to the new App we’ve been building over the last couple of months, rename the app to ‘Circles’.
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Launch the mobile app on the App Store and Play Store. (ensuring it’s compatible with the spinout entity)
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Complete the spinout operationally.
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Focus on GTM/user acquisition.
- Run focused acquisition/use-case validation for this rebuilt app, tightly coupled with product, until one channel/audience shows word of mouth growth. Then pour everything into it.
Mid-term: the need for more sovereignty is felt most where institutions and governments have failed people. As the payment rails expand beyond Europe (with the imminent launch of Gnosis Pay V2 on Gnosis Chain), it will enable us to follow that need and serve the regions where Circles & an app that gives more sovereignty isn’t a novelty but a necessity.
The goal is to get to 100,000 weekly active users solving a clear use-case within the next 12 months.
What’s in it for the DAO?
Instead of winding the app down, this alternative
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Continues the momentum of real work done to date — bringing Circles and the self-custodial payments stack to the world — rather than winding it down and leaving the DAO with no consumer-facing exposure to the infrastructure it spent years funding.
- Enables a key structural change that gives the right conditions for finding PMF, while capping downside but keeping meaningful upside in a success case.
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Circles remains at the core of the product, so the app’s growth keeps driving economic activity to Gnosis Chain, as well as Gnosis Pay (if card payments remain a part of the validated use-case). A win compounds for GNO holders twice: through the DAO’s equity, and through the rails.
It’s the “incubate, spin out early, keep ownership” model this community has been asking for.
The DAO will get quarterly updates in this forum.
Closing Note
This is a chance to get back to what crypto set out to do — financial resilience for the people who need it most and have been failed by the existing systems. That’s the mission the Circles App will exist to serve, and do whatever it takes to deliver. Looking forward to everyone’s input on this GIP.
