Governance

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What investors can vote on, who can vote and what happens if a reclaim passes.

Governance on Spring gives investors a limited, on-chain vote over the funds held in escrow for their round. It does not cover how the company is run.

How governance is organized

• Governance applies to each round separately. Each round has its own escrow, vesting and votes, and rounds never share proposals.

• Before any proposal goes to a vote, Spring checks that it is valid: it must be a permitted proposal type, only one proposal can be open at a time, and the proposer must be eligible. Spring does not assess whether a proposal is a good idea.

• A proposal passes if at least 51% of the tokens voted are in favour and the round’s quorum is met. Quorum is the minimum level of participation required for a vote to count. Quorum is 51% of the round’s total eligible allocation and is disclosed in the round’s terms.

Proposal types

For investors

• Who can vote. Only holders of a round’s tokens can vote on that round’s proposals: the round’s investors. Transfers to new holders are not currently available. Tokens from an earlier round cannot be used to vote on a later round.

• Voting power. Voting power is based on the round’s tokens you currently hold, vested and unvested, so governance works from the start of the round. If transfers are introduced, the governance documentation will explain how a transfer affects voting power.

• Requirements. Investors do not need to lock up, transfer or give up their tokens to vote. Voting requires a valid verification and a holding in the round.

If a reclaim passes:

1. Future monthly releases to the company stop.

2. The company receives one final wind-down payment, set out in the round’s terms, to cover shutdown costs.

3. The investment remaining in escrow is returned to investors in proportion to their allocation in the round.

4. Each investor keeps the share of their token allocation that matches the share of funds released to the company, including the final wind-down payment. By default, those retained tokens continue to follow the round’s agreed vesting schedule and remain subject to the 12-month lockup. The rest of the allocation is cancelled inside the vesting contract. Tokens are never taken from an investor’s wallet.

5. The cell’s shareholding in the company is reduced to match the funds the company actually received.

Funds already released to the company before the reclaim are not recovered.

Example: Say $1M was raised for 10% of the company (10M tokens minted for investors). By the time the vote passes, 60% of escrow ($600K) has already been released to the company. The wind-down payment adds another, for example, $100K, bringing the total released to 70%. Investors' entitlement becomes 70% of their original allocation — 7M of their 10M tokens. These retained tokens continue to follow the agreed vesting schedule; the reclaim does not make them immediately available. The remaining 3M tokens are burned while still in escrow (tokens are 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 SPC's ownership stake in the company shrinks to match — it returns the corresponding 3% to the OpCo (Operating Company), retaining the 7% still backing investors' tokens.

For companies

• The company can submit proposals to increase its monthly allowance or request a one-time release from escrow.

• Founders do not vote on proposals for their own company’s round. If a founder also invested in the round, they can vote with that investment on the same terms as any other investor, with no additional voting power.

• If investors pass a reclaim, the company keeps the funds already released to it and receives a final wind-down payment. The company keeps control of its business. The cell’s shareholding is reduced to match the funds the company received.

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