How Governance Works

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After a successful raise, funds are released to the founder on a predefined monthly schedule. Governance gives investors in that round a scoped vote over that schedule — nothing more.

Scope

Governance applies per round, covering every stage of that round (both the private and public pools together) as a single pool of voters.

It does not extend to the company's operations, to any other fundraising round, or to a future raise by the same company — each new round gets its own separate governance from scratch.

Who can vote, and how much it counts

Only investors who participated in that round can vote — one combined voting position per investor, even if they invested in both the private and public stage.

Voting power is based on each investor's eligible allocation in the round (the equity-backed tokens they're entitled to receive), not on tokens they've actually received or unlocked yet. This means governance works from day one, before any tokens have vested.

Founders cannot vote on their own round in the founder capacity. If a founder personally invests in their own round, they vote only with that investor allocation, like anyone else — it carries no extra weight.

What can be proposed

Only a fixed, whitelisted set of proposals exists — nothing arbitrary — and every proposal must pass a Spring approval step before it goes to a vote.

Founder proposals (one pending review at a time):

Increase monthly allowance — raises the amount released per period (e.g., if operating costs rise); shortens the remaining schedule.

One-time release — releases a lump sum from what's still locked; the per-period amount stays the same, but the schedule ends sooner.

Investor proposals (max 3 per investor per vesting period, one pending review at a time):

Unwind — the investor-side equivalent of "propose a refund." It stops the round, pays the founder a one-time wind-down allowance, distributes the remaining escrow back to investors pro-rata, and settles token entitlements accordingly (not a simple refund toggle — it's a full wind-down of the round).

Only one proposal per round can be open for voting at any given time.

Passing a vote

Each active proposal carries an end date. Voting can also resolve earlier than that once the outcome can no longer change no matter how the remaining eligible votes are cast.

Quorum is set by Spring (not the founder), as a percentage of total investor-eligible equity in the round.

A majority of votes cast (51%+, exact threshold set per round) is needed to pass.

Once quorum and majority are reached, the approved action executes automatically on-chain against the round's funds — no manual step needed.

On a successful unwind

The founder receives a one-time wind-down payment (roughly 1–2 months' allowance), paid immediately once the vote passes — this exists so a wound-down company can still cover shut-down costs and any remaining salaries.

This wind-down payment itself counts toward the founder's total unlocked funds — investors' entitlement is based on that combined total, not just on what had already been released before the vote:

Example: Say $1M was raised for 10% of the company (10M tokens minted for investors). By the time the unwind vote passes, 60% of escrow ($600K) has already been released to the founder. The wind-down payment adds another $100K, bringing the total released to 70%. Investors' entitlement becomes 70% of their original allocation — 7M of their 10M tokens. The remaining 3M tokens are burned while still in escrow (never pulled from an investor's wallet), and the $300K left in escrow is paid out to investors pro-rata by their allocation.

On the legal side, the SPV's ownership stake in the company shrinks to match — it returns the corresponding 3% to the company (OpCo), retaining the 7% still backing investors' tokens.

Guardrail

Investor token unlocks can never move faster than the founder's own unlock progress — this cap is what keeps the whole mechanism consistent whether it's a normal month, an allowance increase, or an unwind.

Investors do not need to commit, transfer, or surrender their tokens to vote — voting just requires a live KYC attestation and a non-zero eligible allocation. These unwind terms are also restated in your investment agreement and in the body of any unwind proposal.

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