GIP-92: Should Gnosis DAO spin-off karpatkey DAO and deploy the KPK Token?

GIP-92: Should Gnosis DAO spin-off karpatkey DAO and deploy the KPK Token?

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GIP: 92
title: karpatkey DAO spin-off and KPK token launch
author: <karpatkey>, info@karpatkey.com, https://github.com/karpatkey
created: 2024-02-15

Abstract

karpatkey has led the active DAO treasury management space after becoming GnosisDAO’s treasury manager in GIP-20 and GIP-58. Following the tradition of the sister projects CowDAO and SafeDAO, karpatkey will launch a DAO spin-off and a governance token (KPK) from the GnosisDAO.

We also put forward a $2.5 million investment proposal to GnosisDAO. In exchange for this investment, GnosisDAO would receive 1.25% of KPK full supply, valued at $200 million. *A 1.25% GNO-KPK token swap would also be arranged at the same $200 million valuation, with a 5-year vesting period for the tokens.

karpatkey will allocate 5% of its airdrop to GnosisDAO, bringing GnosisDAO’s total stake in KPK to 10% of the fully diluted supply.

Introduction

We’re ending the first three years of karpatkey with many validated learnings and an exciting roadmap.

Our 2022 and 2023 contributions to the GnosisDAO have been essential in developing the Gnosis Chain and GnosisDAO’s treasury, improving the long-term value of GNO.

We’ve become the leaders in active DAO treasury management and on-chain, non-custodial asset management. karpatkey has established a strong network of DAO treasuries with dedicated finance working groups for GnosisDAO, Balancer, ENS, CoW, Lido, and Aave. We’ve also contributed to Uniswap, Spark/MakerDAO, Safe, and Arbitrum by establishing delegate platforms and conducting paid research.

karpatkey has been working in the most adversarial blockchain environment—where any vulnerability is bound to be exploited—and has been exposed to multiple market volatility cycles. We have resisted mostly because of our prudent, rigorous risk management approach and long-term sustainable strategies.

We’ve executed +7000 DeFi interactions with zero funds lost or hacked and actively protected our treasuries for +$900m. We’ve improved the risk management infrastructure and tooling for our asset managers, building the foundation for our alpha.

Our past activity has ultimately generated objective knowledge across the Ethereum ecosystem and DeFi protocols, which we’ve used to contribute to the development of roadmaps and building and maintaining structural tooling for non-custodial on-chain treasury and asset management, and risk management infrastructure to secure institutional investment-grade funds.

Having validated our market-fit, it’s time to take karpatkey to the next level.

Like COW DAO and Safe DAO, we intend to launch our DAO spinoff from the GnosisDAO and issue our governance token.

Our Mission

As traditional finance embraces digital assets and onboards assets on-chain, it is imperative that DeFi protocols manage financial resources to maximise token holder value and ensure the capital necessary to maintain a sound, resilient, and innovative ecosystem. Everybody in our industry talks about banking the unbanked. However, nobody talks about banking DeFi protocols.

Banking DeFi is what karpatkey does. We provide financial services to the leaders in each DeFi category, creating network effects and robustness for their users, and the DeFi ecosystem as a whole.

Our Values

We’ve inherited Gnosis’ commitment to core values like decentralisation, open-source collaboration, and ethically sound contributions to the Ethereum ecosystem.

The following are the principles that guide the way we behave as a community and help shape karpatkey’s decision-making process:

  • Simplicity: We operate in highly complex and unpredictable environments, so we think first principles and execute at the right abstraction level to reach the shortest path to the solution.

  • Focus: We live by the Pareto Principle, so we pragmatically prioritise tasks for maximum short-term output. This means we mindfully choose continuous improvement over delayed perfection.

  • Altruism: We cultivate long-lasting and value-based relationships. This requires us to put in the effort without expecting any short-term ROI. It involves shifting the focus from diminished self to collective compounded returns.

  • Ownership: We trust each other to do and be more, encouraging and valuing personal initiative. We decentralise decision-making, equipping team members with the information, agency, and confidence to make good decisions for the organisation on their own.

  • Collaboration: We care for each other and explore new ways to continually grow our business through teamwork. We learn from and challenge one another, sharpening existing skills and learning new ones. We believe cognitive diversity generates better decisions.

  • Curiosity: Status quo is not an acceptable argument—we question concepts and processes to improve. We understand that exploring the possibilities is the only path leading to progress.

  • Adaptability: We thrive in uncertain environments by avoiding overfitting and adjusting to short, iterative execution cycles. We assess and experiment rapidly, frequently, and economically, embracing every failure as a learning opportunity.

  • Selflessness: The community is above the individual, so when debating internally, we leave our egos outside and let the best idea win.

  • Rigour: We acknowledge that our job has greater consequences, so we perform at the highest level of quality, care, and professionalism.

KPK Token

Utility & Supply

The goal of the KPK token is to align the parties actively contributing to the delivery of karpatkey’s mission. KPK will be a governance token to define karpatkey treasury parameters, budgets, OTC deals, buybacks, and M&A deals.

The full supply will be 1 million KPK and non-transferable for the foreseeable future.

Distribution

  • Founders/Early Contributors: Initial full-time contributors who invested at a $20 million valuation.

  • GnosisDAO Early Investment: $1 million investment at a $50 million valuation in GIP-20.

  • Team: 37% of the total Team’s projection has already been allocated to team members (currently under a vesting schedule), and the rest will be distributed to the future team.

  • Future Fundraising: Allocated to strategic investors.

  • Airdrops: Incentives used to boost the adoption of karpatkey and increase TVL for our future funds.

  • Treasury Core Units: Teams working with our Finance Working Groups, not included in the Team’s budget.

  • Partners: Organisations contributing to our vision.

  • M&A allocation:

    • Token swaps with our DeFi protocol treasuries;
    • Equity or token swaps for strategic projects building Risk Management tooling, Asset Management infrastructure, and DeFi financial services; and
    • Convertible Collateral to source DeFi assets from treasuries for market-making and bootstrapping ETF-like products.
  • Treasury Reserve: Used as collateral and liquidity for various purposes.

How does Gnosisdao benefit from this proposal?

GNO token holders benefit from substantial ownership in karpatkey thanks to GnosisDAO’s investment, a future airdrop proportional to the GIP-20 and GIP-58 expenditures, and by being a leader in the DeFi treasury network we’re building.

GnosisDAO’s Investment and Token Swap

GnosisDAO acquired 2.5% of karpatkey in January 2022 with the passing of GIP-20 at a $50 million valuation. We propose to increment +2.5% ownership through:

  • A $2.5 million investment for 1.25% ownership at a $200 million valuation; and
  • *A $2.5 million GNO-KPK token swap for 1.25% ownership at a $200 million valuation, with a 5-year vesting period.

GNO token holders benefit from substantial ownership in karpatkey thanks to GnosisDAO’s investment, a future airdrop proportional to the GIP-20 and GIP-58 expenditures, and by being a leader in the DeFi treasury network we’re building.

Additionally, GnosisDAO will be allocated 5% of KPK tokens through the karpatkey airdrop. Bringing GnosisDAO’s total KPK stake to 10% of the fully diluted supply.

Disclaimer

The plans outlined in this proposal are for discussion purposes only and can be subject to further changes. They may also need to be (re)structured to account for legal, regulatory, or technical developments as well as governance considerations. This document should not be construed as an offering of securities, taken as the basis for making investment decisions, nor be construed as a recommendation to engage in any transactions. You are solely responsible for your own investment decisions and transactions.

The decision to spin out karpatkey and to launch a KPK token lies solely with the Gnosis DAO. Consequently, this document only describes the token launch process and its technical implementation as currently envisaged.

*Update September 2024 - Modifications to GIP-92 phase-2

The initial proposal called for GnosisDAO to invest $5M in karpatkey through a $2.5M stablecoin investment and a $2.5M GNO-KPK token swap.

However, given the current market conditions and the undervaluation of GNO, we propose replacing the token swap with a $2.5M USDC investment. To reinforce our commitment to GNO, karpatkey will allocate 10% of its total revenue over the next 12 months to purchasing GNO in the open market, which we estimate will add +$2M GNO to our treasury. Purchases will be made at our discretion and included in monthly reports to maintain transparency.

The final GIP-92 structure consists of a $5M investment for 2.5% ownership at a $200M valuation, with an additional 5% ownership through an airdrop, totalling 7.5%. The total ownership of the Gnosisdao will amount to 10%.

50 Likes

Spinning off would create increased visibility for a focused team to grow the karpatkey value, let other developers identify synergies and hence increase a more vibrant ecosystem. Good products with good teams should definitily spin-off after certain time for scaling.

5 Likes

This is super interesting/exciting. Has Karpatkey considered launching through a MiCA-style ICO?

3 Likes

The proposal doesn’t intend to offer tokens to the general public. Instead, it is a spin-off from GnosisDAO, with governance tokens allocated to past funders and contributors. As we indicate, there will be fundraising in the future, but we expect this would be of a type that does not fall under the MiCA rules (e.g. private sale, accredited investors).

6 Likes

Big congrats on getting this proposal to the DAO, excited to see this happening.

Personally I’m extremely bullish on what you guys are buildin, and this incubation + spin out model of GnosisDAO.

Good luck!

6 Likes

It’s really cool to see @Karpatkey evolving in the way it is, I just learned about you guys recently, and I’m a big fan of your work! Wishing the team all the best, and hoping to work with you in the near future.

9 Likes

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Regarding the “future airdrop proportional to the GIP-20 & GIP-58 expenditures”, is this stating that a $KPK airdrop would go towards the $GNO holders, solely for holding $GNO, or is there additional criteria? Thanks!

3 Likes

The airdrop will benefit the long-term holders of GNO. The Gnosisdao treasury will receive KPK and define its distribution.

2 Likes

Got it, thank you & congrats on the proposal!

1 Like

any details about this? Cause there is twice the amount allocated to these entities as to the gnosis DAO imho this should be specified.

2 Likes

Hey everyone, Fei here from SEED,

@SEEDLatam is excited for this new chapter, we support this proposal and look forward to Karpatkey DAO’s development!

We celebrate every step taken towards decentralization, especially when it concerns the Gnosis treasury. And we are glad to hear that the community will be recognized through an airdrop.

On the other hand, we would be interested in knowing some more details:

Regarding the token.

Do you have a TGE estimated date?

When will the Airdrop occur?

What does this mean? What does it depend on? Whats the rationale behind it, and when do you estimate it can be transferable?

So token holders will not be airdropped, but GnosisDAO will be? If they are non-transferable, how will they be distributed?

On the DAO:

Are you already working on DAO foundations?

What will be the scope of the DAO?

Lastly, and for reflection:
Is a DAO necessary for a treasury manager? How will you approach the expertise of token holders? Will they be able to better decide on treasury movements than you?

4 Likes

Most of this budget has not been allocated yet. As of today, the only qualifying partner is Gnosis Guild. We’re actively looking for partners.

1 Like

Thank you Fei!
The TGE will be the script deployment with this GIP in phase 3.
The aidrop will be distributed in an expected timeframe of 18 months.
The tokens will be assigned and claimed in a similar way to SAFE.
The scope of the DAO is all of our financial services and products.

A DAO is necessary to work with other DAOs. KPK tokenholders will decide on strategic decisions and be able to enforce onchain actions over our products and treasury.

1 Like

Additions made to the proposal today:

2 Likes

Added KPK airdrop details to the proposal:

5 Likes

Update: GIP-92 karpatkey spin-off and KPK token launch

karpatkey Investment Memo

Summary

This memo highlights karpatkey’s progress since February 2024, when GIP-92 was introduced, while reaffirming our firm commitment to GnosisDAO. Over the past six months, we have achieved significant revenue growth, expanded our team, and strengthened our treasury management services for DAOs. As we continue to build the leading on-chain investment banking solutions for DAOs, our focus remains on delivering exceptional value to GnosisDAO and the broader DeFi ecosystem.

We are committed to increasing transparency, aligning our future success with GnosisDAO’s long-term vision, and deepening our contributions to the Gnosis ecosystem.

Key Achievements

  • Significant revenue growth
  • Expansion of our pipeline, including new DAOs onboarded
  • Extended solution offerings and expanded total addressable market (TAM)

Commitment to GnosisDAO

To reaffirm our alignment with GnosisDAO and GNO token holders, karpatkey commits to allocating 10% of our monthly revenues over the next year to purchasing GNO tokens. This move reflects our belief in the significant undervaluation of GNO and presents a strong investment opportunity for both investors and DAO treasuries. We are fully aligned with the strategic goals and long-term vision of GnosisDAO.

Modifications to GIP-92 phase-2

The initial proposal called for GnosisDAO to invest $5M in karpatkey through a $2.5M stablecoin investment and a $2.5M GNO-KPK token swap.

However, given the current market conditions and the undervaluation of GNO, we propose replacing the token swap with a $2.5M USDC investment. To reinforce our commitment to GNO, karpatkey will allocate 10% of its total revenue over the next 12 months to purchasing GNO in the open market, which we estimate will add +$2M GNO to our treasury. Purchases will be made at our discretion and included in monthly reports to maintain transparency.

The final GIP-92 structure consists of a $5M investment for 2.5% ownership at a $200M valuation, with an additional 5% ownership through an airdrop, totalling 7.5%. The total ownership of the Gnosisdao will amount to 10%.

karpatkey’s Financial Growth

Since February 2024, when GIP-92 was introduced, the total value of our DAO treasuries grew by 133%, from $900M to $2.1B. This growth was primarily driven by the onboarding of SafeDAO’s treasury in Q2 and the general market uptrend in crypto assets.

We continue to explore opportunities with leading DAOs such as Arbitrum and dYdX and are confident in expanding our revenue partnerships before year-end.

From the beginning of 2024, our non-custodial Assets Under Management (ncAUM) grew by 53%, from $654M to over $1B. In the first half of 2024, we recorded $5.26M in revenue and are on track to achieve $12.5M in total revenue for 2024, more than double our revenue from 2023.

The chart below shows a solid uptrend in revenue over the past 18 months. We remain focused on sustainable growth and see benefits from improved operational efficiency and the overall scaling of our business.

karpatkey’s Operational Milestones

In 2024, karpatkey expanded from 29 to 50 full-time contributors. This growth was driven by reorganising our treasury teams to better serve clients, improving our risk management infrastructure, and expanding our services.

Key growth drivers in 2024 include:

  • Team expansion to 50 contributors
  • Reorganisation of treasury teams to improve service delivery
  • Execution of 9,000+ DeFi transactions with zero security incidents

We remain committed to improving our risk management infrastructure to support our partners.

karpatkey’s DAO Expansion

  • Safe–Gnosis Joint Treasury. With the passing of both GIP-97 and SEP-24, karpatkey was chosen to manage the joint treasury owned by SafeDAO and GnosisDAO.
  • AAVE Financial Services - Phase II. karpatkey extended their agreement with the AAVE DAO for an additional six months. This joint service agreement provides financial services to the Aave DAO focused on treasury management, GHO adoption, and the Aave DeFi product stack.
  • Uniswap Treasury Working Group. We were selected as a Uniswap Treasury Working Group member to provide subject matter expertise and treasury management research for the Uniswap DAO.
  • Nexus Mutual DAO: karpatkey was appointed as the Treasury Manager.
  • Arbitrum Stable Treasury Endowment Program : Appointed as a member of the STEP Committee evaluating, vetting, and selecting candidates for the program, as well as recommending specific allocations toward successful applicant’s RWA products.
  • Balancer Expanded Scope: We increased our scope to offer Balance Statements, Fund Flow Analysis, Expenses Breakdown, and Cash Flow Forecasting.

Investment Opportunity

KPK Token Value Accrual: All value generated from karpatkey’s business operations accrues to KPK holders, providing direct exposure to our financial success.

Governance Influence: With 10% ownership of KPK tokens, GnosisDAO will retain significant influence over karpatkey’s strategic direction.

Financial Returns: Our recent seed round, closed in Q1 2024 at a $200M valuation, represents a 5x increase from GnosisDAO’s initial investment via GIP-20, demonstrating karpatkey’s strong return potential for investors.

GNO Exposure: karpatkey’s commitment to add +$2M in GNO to its treasury over the next 12 months, combined with existing GNO holdings, highlights our focus on creating long-term value for GNO holders.

Strategic Alignment: karpatkey’s success contributes directly to the growth of the Gnosis ecosystem, reinforcing GnosisDAO’s position in DeFi. The spin-off allows karpatkey to create an interconnected network of DeFi treasuries, with GnosisDAO at its core, driving value and activity to Gnosis Chain.

Further Notes:

  • Vesting Period: KPK tokens from GnosisDAO’s $5M investment will vest linearly over two years.
  • OTC Deals: KPK tokens will be non-transferable at TGE until governance approves transferability. Still, karpatkey will facilitate OTC deals for Gnosis using our investor network, which can accrue value directly to GNO through buybacks.
  • Upcoming Funding Round: karpatkey will initiate a new funding round at a higher valuation, reflecting our strong growth. This round presents an opportunity for existing investors to see an increase in their initial investment value.
40 Likes

Thank you for the detailed post. It’s great to see Karpatkey further strengthen its dominant position in the DAO treasury management market, and we’re excited to witness more onboardings and expansion into contingent markets.

We fully support the proposed changes to the deal—we believe it’s in the best interest of both parties. The commitment to accumulating tokens on the open market with revenues, instead of through a swap, will complement the GIP-100 buyback program and provide Karpatkey with cash on hand to focus on growth, without the need for the potentially difficult decision of selling any GNO in the short to medium term.

7 Likes

Very happy to see this and personally support the change though I am a bit biased for Karpatkey :slight_smile:

10 Likes

Fernando from Balancer here: just wanted to say I’m a big fan of Karpatkey and the team and support this GIP. We at Balancer have been long term partners and fully trust their ability to deliver.

Disclosure: I’m an angel investor in Karpatkey.

8 Likes

My personal feeling is that GnosisDAO is receiving a very small percentage of the KPK tokens.
If I understand correctly, GnosisDAO, through Gnosis Ltd, incubated Karpatkey, provided them with an investment, gave them their first job, and lent them credibility, which allowed them to expand into other DAOs.

So we took on all the risk from the beginning and have very little upside.
This is an excellent deal for Karpatkey, while GnosisDAO seems to be acting more like a non-profit entity here.

Looking at the KPK token distribution from an investor’s perspective, this is what I see:
Team: 25%
M&A: 20% = Team
Investing Contributors: 11.6% = People from the team who could invest under the best conditions.
GnosisDAO: 10%
Future Fundraising: 10% = Team
Airdrops: 10% = The team finds a best way to distribute this portion among themselves and their friends.
Partners: 5% = Team
Treasury Core Unit: 5% = Team
Treasury Reserve: 3.4% = Team

It’s completely understandable that the team wants to secure the largest share for themselves, but why does GnosisDAO only have 10%?

Am I missing something fundamental?

2 Likes