Governance applies separately to each raise (stage) — a company's next fundraise gets its own vesting configuration, escrow, and governance state, so rounds never share votes or proposals. Investor governance rights are scoped only to that round's escrowed funds — they never extend to your company's operations, hiring, strategy, or future fundraising, which stay entirely under your control.
Only investors who participated in a round can vote on matters affecting its escrowed funds. Voting weight is based on each investor's total eligible token allocation in that round — what they're entitled to receive, not what has unlocked so far — so governance works from day one, before any tokens vest. Allocation from an earlier raise cannot be used to vote on a later round.
As founders, you don't vote on governance proposals for your own raise, unless you also invested in that round as an investor — in which case you hold an ordinary investor position and vote only with that allocation, with no extra founder weight.
Two kinds of proposals go to an investor vote for a round:
Founder proposals — increase the monthly allowance, or release a one-time lump sum from what's already in escrow. Total escrowed funds don't change either way.
Investor proposals — a liquidation/unwind vote if something has gone seriously wrong.
If this unwind passes: future scheduled releases stop, aside from one final wind-down payment to the founder (an immediate lump sum, expected to cover 1–2 months of allowance) so the company can cover shut-down costs.
Funds already released to the founder before that point are never clawed back, and control of the company stays with you.
Remaining escrow is then distributed pro-rata to investors by their eligible allocation, and investors' token entitlement is capped at the same percentage of funds that ended up unlocked overall — anything beyond that stays undistributed and is burned while still in escrow. Tokens are never pulled out of an investor's wallet.
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.
Need more help?
We’ve aimed to cover everything here, but if your question isn’t answered — or you’ve spotted something that needs correcting — contact us at team@usespring.io
A member of the team will respond.