What was the purpose of minting more tokens? To get listed on exchanges? What was the point of listing on exchanges when you were already planning to delist the token? Was it just to offload your own holdings? Explain all the actions taken since CP171. You talk about excessive market volatility and the token losing value—but who is behind that? Wasn’t it your own ideas? Minting over 100 million extra tokens? 3% inflation? Who do you expect to buy these arguments?
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I have been DCA’ing into CFG for the past 4+ years and currently hold 130,000 CFG. I’ve strongly supported Centrifuge’s vision, but CP172 is a major concern for retail backers like me.
- US Accredited Investor Barrier: I am a US-based holder and not an accredited investor, which is true for most retail supporters. If the subscription/KYC process requires accreditation under standard private placement rules, we will be completely shut out from converting.
- The Liquidity Trap: Centrifuge plans to wind down market-maker funding and exchange liquidity support post-conversion. If non-accredited holders are barred from converting, we are left holding an illiquid token with zero market support.
- Publish Rules Before the Vote: Token holders should not be asked to vote on Snapshot without knowing if they legally qualify. Full eligibility criteria (countries, KYC, accreditation) must be released before the vote begins.
Until there is clear, confirmed proof that non-accredited US retail holders can participate on equal terms, I will be voting a hard NO on CP172 with my 130,000 CFG.
2 Likes
Follow-up after the CP172 FAQ: the remaining questions before holders can evaluate the conversion
Thank you for publishing the CP172 FAQ. It answers a number of the questions raised in this thread and, in my view, makes the proposal considerably easier to understand.
In particular, it is helpful to now have confirmation that:
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the proposed ratio is 1 CFG surrendered for 1 share;
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the shares represent real equity rather than synthetic exposure;
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CFG holders would initially receive the same share class that the team and existing VC investors convert into;
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the 3% annual CFG inflation would end after the conversion;
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conversion is optional;
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holders should expect the equity to remain illiquid for the foreseeable future;
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Centrifuge intends to wind down funding for public-token liquidity after the conversion window;
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financial and legal disclosure will be provided before an individual holder subscribes.
These are meaningful clarifications.
After reading the FAQ, however, I think a smaller set of questions remains that is particularly important for evaluating CP172 from the perspective of an existing CFG holder.
1. Should the governance vote happen before holders see the cap table, financials and constitutional documents?
This is now probably my biggest procedural question.
The FAQ says that a disclosure package containing financial information will be made available as part of the subscription process, and that the constitutional documents will also be available for holders to review before subscribing.
That protects an individual holder from converting blindly.
But the governance vote appears to happen earlier.
This creates two different decisions:
Decision A: Should the community approve the restructuring?
Decision B: Once the final terms and financial information are available, should an individual holder exchange CFG for shares?
For Decision B, the disclosure package solves the problem.
For Decision A, however, holders may still be voting without knowing the fully diluted cap table, exact shareholder rights, company financials, future dilution framework or jurisdictional eligibility.
Would the team consider either:
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publishing the key economic terms before the CP172 vote; or
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having a second shareholder/tokenholder ratification after the final restructuring terms are available?
For such a fundamental change in what CFG represents, I think this distinction matters.
2. What is the actual denominator behind “1 CFG = 1 share”?
The FAQ correctly clarifies that 1:1 is a mechanical subscription ratio and not a company valuation.
It also says that ownership remains proportional to token ownership at the time of subscription.
But the denominator is still not clear.
For example, assume a holder converts 100,000 CFG into 100,000 shares.
What percentage of Centrifuge, Inc. will those 100,000 shares represent immediately after the restructuring on a fully diluted basis?
This depends heavily on the treatment of:
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treasury CFG;
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unvested team allocations;
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incentive allocations;
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existing investor interests;
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employee/options pools;
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CFG that is never converted;
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CFG surrendered during subscription;
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any authorized but unissued shares.
The FAQ acknowledges that treasury holdings, unvested allocations, token issuance and the treatment of surrendered CFG are still being worked out.
Because these items determine actual ownership, could a pro-forma fully diluted cap table be published before holders are asked to approve the final structure?
3. How do the existing VC investors fit into a company that currently has no shareholders?
The FAQ contains an interesting clarification:
the share class CFG holders subscribe for will be the same share class that the team and existing VC investors convert into.
That is encouraging from an alignment perspective.
But it also raises an important structural question.
The FAQ states that Centrifuge Network Foundation, Inc. currently has no shareholders.
So what exactly are the existing VC investors converting from, and in which entity do those existing investor interests currently reside?
The same question applies to strategic investments such as Coinbase.
It would be extremely useful to see a simple pre- and post-restructuring corporate diagram showing:
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Centrifuge Network Foundation, Inc.;
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Centrifuge Labs;
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Anemoy;
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other relevant subsidiaries/entities;
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existing investor interests;
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where the IP sits;
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where commercial contracts and revenue streams sit;
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what all of these become after the restructuring.
For a CFG holder, the critical issue is not simply receiving “equity”, but receiving equity in the entity that captures the economic value of the Centrifuge business.
4. Same share class today — but what about future fundraising?
The confirmation that token holders, the team and existing VC investors will convert into the same share class removes an important concern.
However, the FAQ also makes clear that one purpose of the restructuring is to unlock future VC and strategic capital and that future fundraising may cause dilution.
So what happens in the next financing round?
Could a future investor receive preferred shares with:
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liquidation preferences;
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anti-dilution provisions;
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preferential dividends;
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redemption rights;
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enhanced voting rights;
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other senior economic rights?
I do not think Centrifuge needs to promise that the capital structure will never change. That would be unrealistic for a growing private company.
But it would be helpful to understand whether there are intended principles or protections around future preferred financing, since this can have a much greater economic impact than simple percentage dilution.
5. What exactly do holders below 100,000 CFG receive through the CoinList trust?
The FAQ says that trust beneficiaries below the 100,000 CFG threshold will receive the same economic exposure as direct shareholders.
That answers part of the question, but “economic exposure” is narrower than “same shareholder rights.”
Will trust beneficiaries also receive, directly or on a pass-through basis:
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voting rights;
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financial/information rights;
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distributions;
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proceeds on a sale or liquidation;
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participation rights in corporate actions;
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the ability to transfer or sell their beneficial interest?
And if voting is exercised by the trust, will beneficiaries be able to instruct the trustee how to vote their proportional shares?
For smaller holders, this distinction could be significant.
6. Eligibility needs to be known before the market prices the conversion option
The FAQ confirms that participation depends on KYC and applicable laws in each jurisdiction, but the country-specific eligibility rules are not yet available.
This is particularly important for ordinary retail CFG holders in the EU.
Can the team clarify, when possible, whether a normal EU retail holder who is neither an accredited nor professional investor is expected to be eligible?
If certain jurisdictions are excluded, this has implications beyond the individual conversion decision.
During the conversion window, two identical CFG tokens could economically represent very different opportunities depending on whether the holder is legally permitted to subscribe for equity.
Given that Centrifuge will subsequently wind down support for public CFG liquidity, jurisdictional eligibility seems like information that ideally should be available before the final vote.
7. What is the residual economic role of CFG after the conversion window?
The FAQ is refreshingly clear that the company expects the shares to remain illiquid and that Centrifuge will stop funding public-token liquidity after the conversion period.
That makes the trade-off much clearer:
liquid CFG today → potentially illiquid private equity with direct economic ownership.
However, if a holder does not or cannot convert, what does CFG economically represent after the window closes?
More specifically, will non-converted CFG retain any claim on:
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governance;
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protocol economics;
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company economics;
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future distributions;
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conversion rights at a later date?
Or should holders understand that the conversion window is effectively the final opportunity to migrate from the legacy CFG economic structure into the new Centrifuge equity structure?
I think this should be stated as explicitly as possible, particularly for holders who may face KYC or jurisdictional problems during the subscription window.
One final valuation point
The FAQ states that the market price of CFG at subscription determines the effective price at which a holder subscribes for shares.
I think it is important to distinguish subscription cost from economic value.
If CFG trades at $0.20 and one CFG purchases one share, the holder’s effective acquisition cost may be $0.20 per share.
But whether that share is economically worth $0.10, $0.20, $0.50 or $1.00 depends on:
fully diluted shares × company assets/revenues/liabilities × shareholder rights × future dilution × liquidity.
That is why I believe the cap table and basic financial information are not secondary details. They are what allows “1 CFG = 1 share” to be translated into an investable proposition.
My position after the FAQ
The FAQ has made me more constructive on CP172.
Ending token inflation, aligning the community with the team and existing investors in the same initial share class, and giving CFG holders direct economic ownership could solve a genuine weakness of the existing token model: strong company performance does not necessarily translate into CFG value.
At the same time, the proposal asks holders to accept a major trade:
liquidity and permissionless ownership today in exchange for potentially stronger but illiquid legal ownership of the business.
That can absolutely be a good trade.
But determining whether it is a good trade requires knowing exactly how much of the business each share represents, what business sits underneath those shares, what rights the shares carry, and whether each holder is actually eligible to receive them.
If the remaining information is provided before the structure becomes irreversible, I think holders will be in a much stronger position to evaluate CP172 on its economics rather than simply on the concept of token-to-equity.
1 Like
I hold CFG and I intend to vote. I’ve tried to approach this analytically rather than emotionally, and I want to start by saying the problem described in the FAQ is real. A foundation company cannot sell equity to strategic investors. A DAO cannot sign enforceable contracts or hold licenses cleanly. The team is right to want that solved.
My concern is that the proposal solves two problems where only one requires solving, and that several material questions remain open with the vote approaching.
1. Two points in the proposal text that I don’t think have been picked up yet
The eligibility question already has an answer in CP172.
Several holders here have asked whether US non-accredited retail, EU retail, or holders in restricted jurisdictions will be able to convert. The proposal says:
“It would not be a regulated offering of securities and would be limited to token holders that satisfy certain eligibility requirements.”
An unregistered offering relies on an exemption. In practice that means Reg S, which excludes US persons entirely, or Reg D 506(b)/(c), which limits participation to accredited investors. For EU holders, an offering without a prospectus runs through qualified-investor exemptions that generally exclude retail.
I’m not asserting which exemption is intended. I’m pointing out that under any of them a significant share of the current holder base is unlikely to qualify, and that this follows from the proposal’s own wording rather than from speculation.
Holders are being asked to vote on Snapshot without knowing whether they can participate in what they are voting for.
Exclusion is not neutral. It transfers value.
The proposal states:
“Token holders who receive equity will retain the same proportional ownership they have today, relative to other converters.”
Proportionality is measured against other converters, not against total supply. The mechanical consequence is that the fewer holders convert, the larger each converter’s stake in the company becomes.
So a holder excluded by jurisdiction does not simply forgo shares and keep a token. Their proportional claim on the business effectively accrues to those who do convert. That makes eligibility a question about value transfer between holder groups, not only about fairness of access.
2. Corporate structure and token conversion are separable
CP172 states plainly that Centrifuge Network Foundation “is currently registered in the Cayman Islands as a foundation company and does not have any shareholders.”
That is the actual constraint. The reason Labs cannot raise from VCs is not that CFG exists. It is that there is no cap table to sell into.
That is fixable directly: restructure Centrifuge Labs to issue shares, sell equity to strategic investors, grant options to the team. This addresses institutional counterparty status, the VC pipeline, enforceable contracts, licensing, hiring and M&A capability. None of it requires converting CFG.
Two projects run this structure today with tokens that still accrue value. Aave operates through Avara and runs a weekly AAVE buyback funded by protocol revenue. Chainlink operates through Chainlink Labs, and the Chainlink Reserve buys LINK using enterprise revenue. Both serve institutional clients at scale. Ondo, Offchain Labs, StarkWare and Eigen Labs all raise institutional capital with their tokens still listed.
CP171 rejected the dual model on the grounds that other projects had attempted it unsuccessfully. That was a defensible reading when written. It is harder to sustain now.
The FAQ is candid that buybacks would divert capital from growth. That is a legitimate business judgment and I take it at face value. But it is a different statement from “the token structure is a constraint.” The first is a choice about capital allocation. The second is a claim about necessity, and the examples above suggest the necessity claim does not hold.
3. If conversion proceeds anyway, please look closely at Across
Risk Labs proposed effectively the same transition in March 2026. The structures are near-identical: 1:1 conversion, direct entry for large holders, a pooled vehicle for smaller ones, a new operating company holding the IP.
One design difference:
| Across | CP172 | |
|---|---|---|
| Cash exit | $0.04375 USDC, 25% premium to 30-day average, 6-month window | None |
| Market reaction | +85% | -30% |
Across funded its buyout from liquid treasury. The framing was “the token is significantly undervalued, here is a premium.” CP172’s framing is “the token structure has become a constraint.” The market priced those two messages very differently, and I don’t think that is a coincidence.
Two further lessons worth weighing before the vote:
Execution runs long. The Across vote passed on April 7. The conversion portal was targeted for July 3, slipped to end of August, and is still not live nearly five months later.
Delisting arrives before the conversion mechanism does. Binance delisted ACX on August 17, with withdrawals only until October 17, while the portal was still closed. Across never announced an intention to wind down listing support. CP172 states that intention explicitly, which suggests the delisting risk here is higher and earlier, not lower.
Holders who plan to decline conversion should understand that “sell on the open market” may be a materially degraded option well before the subscription window opens.
4. Four requests
a) Publish the intended exemption and the eligible-jurisdiction list before the vote. This costs nothing and would resolve most of the anxiety in this thread. Nobody should vote without knowing whether they qualify.
b) Provide an economic-exposure path for holders excluded by jurisdiction. This was raised well earlier in this thread and has not been answered. A holder willing to convert but excluded by jurisdiction did not choose to exit. Several here have said they would accept illiquidity and no voting rights in exchange for retaining economic alignment. An eligible entity holding the shares with a pass-through instrument is a known structure. This seems solvable and would remove the least defensible part of the proposal.
c) Define the conversion perimeter. The FAQ defines Centrifuge as Centrifuge Network Foundation, Inc. becoming Centrifuge, Inc., but does not say what sits inside. JTRSY, JAAA, SPXA and HYB are managed by Anemoy Asset Management Limited and issued by Anemoy Capital SPC Limited, both separate BVI entities. Management fees are earned by the investment manager, and management fees are the only revenue line that belongs to the protocol rather than to fund investors. Please state plainly whether Anemoy sits inside the entity being converted into. I am not assuming it does not. I am asking because no valuation discussion is meaningful until the perimeter is defined.
d) Publish the disclosure package before the vote rather than at subscription. “Nobody converts in a blind way” is accurate, but under the current sequence holders vote blind and see financials only at subscription. The vote is what authorizes the restructuring. If a financial summary and cap table cannot be produced beforehand, that argues for moving the vote, not for voting without them.
Closing
Committing to the burn mechanism the team says it is considering, with a verifiable burn address and a public dashboard, would improve credibility at close to zero cost.
The strongest version of this proposal is one where the corporate structure gets built, the institutional pipeline opens, and CFG holders are not left choosing between an illiquid share with no dividend expectation and a token whose market support is being deliberately withdrawn. Those outcomes are not mutually exclusive, and Aave and Chainlink are the evidence.
I’ll be weighing my vote on the answers to the four questions above.
4 Likes
Can do the voting after the bull run?
They dont care about us. Nice job team .Thanks for ruining my five-year investment in you.ha tfu
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I’m glad to see more and more community members focusing on the issues that actually matter. But the discussion is still scattered, and in many cases the core points are getting buried under emotion, complaints, and noise.
So let me summarize, in the simplest possible terms, what the team still needs to clarify:
Can convert → Proceed with the 1:1 conversion, and clearly state what shares and rights holders will actually receive.
Cannot hold shares directly → The team should actively design lawful structures to preserve equivalent economic exposure as far as possible; direct shareholder status, voting rights, governance rights, and immediate liquidity are not necessary.
Cannot preserve economic exposure either → Provide an exit based on the fair value of Centrifuge equity, instead of forcing holders back into a CFG market that is about to lose both value accrual and liquidity support.
If fair value matters → First define exactly what assets and businesses sit inside Centrifuge Inc., the fully diluted share count, the financials, and the valuation methodology.
If someone is excluded because of eligibility → Explain where the shares and economic value that would otherwise correspond to that holder actually go: cancelled, reserved, placed in treasury, or effectively redistributed to the remaining converters.
Eligibility → The status of major jurisdictions must be clarified before the vote. Holders should not be asked to approve the transfer of value first and only afterward be told whether they are allowed to participate in it.
Future fundraising → Dilution may be necessary, but the share classes, potential preferred-share structures, dilution mechanics, and existing shareholder rights need to be made clear.
Future trading → Illiquidity may be unavoidable at first, but lockups, transfer restrictions, and whether holders in different jurisdictions will actually be able to exit must be disclosed.
If CP172 is rejected → The team must clearly state whether CFG will continue to be supported as the core value-accrual asset of the ecosystem, including its liquidity and utility. Otherwise, this is not really a vote deciding the future direction.
At the end of the day, the community only needs to keep its eyes on three things:
First, you cannot lose the value that already corresponds to your CFG simply because you are not eligible to receive shares.
Second, eligible holders cannot continue into equity at the value of the business while ineligible holders are forced to exit at a depressed CFG market price.
Third, the community cannot be asked to vote to move value from CFG into equity first, and only after the vote be told whether they are actually eligible to receive that value.
Do not overcomplicate this. The team needs to answer these three things first.
Dont worry they faq us more soon 
They say the token is undervalued, and then they dump CP172, after which they say that, all in all, they don’t need the token. Absolute masterclass. They treated us like trash.
You’re right, but there is one catch. Look at what they’re doing. Look at how they’ve treated us. And then there’s the silence. They can shove that FAQ where the sun don’t shine—it doesn’t actually answer anything. Plus, the partnership with Grove—acquiring that huge volume of tokens right before the potential vote on CP172—what does that look like to you? I’ve been accumulating tokens for five years, putting everything into this one project. And what do I get in return? A big FAQ—just written differently.
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At this point, why would they even bother telling us anything early? lol
In their heads, equity already seems to be the endgame.
CFG price drops? Fine.
Strategic investors can just buy more cheaply and convert more into shares later.
Retail keeps asking for the cap table, financials, eligibility, Anemoy ownership, dilution details…
And the attitude basically feels like:
“Why do you care? You’re just token holders.
You don’t own the company yet.
Why were you holding CFG in the first place? lol
We’re busy building the equity structure.”
And maybe even:
“The shareholders we actually need are the ones who will support us for the long term.
Sure, you held CFG for years and supported this project through all of it — but at this point, honestly, we don’t really need you anymore.”
I’m not saying they’re deliberately suppressing the price.
But if management already sees equity as the future, there’s almost no reason for them to care about short-term CFG holders getting hurt.
And that’s exactly why this whole process feels so fucking one-sided.
They operate without scruples. They planned everything out, and the fact that they’re abandoning small investors actually suits them even better. It’s a shame they don’t see that they’re ruining people’s lives. But what do they care? They’re laughing at us. For me, it’s a tragedy—but the main thing is that they’re doing fine.
What pisses me off the most is that retail token holders leaving may actually be more convenient for them than staying.
CFG holders have almost no direct influence on their actual business, their institutional partnerships, or how the company is run. So realistically, why would management feel any real pressure to listen to us?
If retail sells and long-term strategic institutions pick up that CFG instead, that may even be a cleaner shareholder base for them after the equity conversion.
That’s the fucked-up part.
We supported CFG for years, took the downside, and believed the whole “CFG is the value accrual mechanism” story.
Now that the business has grown and equity is apparently the future, it feels like our importance has suddenly dropped to almost zero.
They don’t necessarily need us to stay.
They don’t really need to protect the token price.
And they have very little reason to care unless CFG holders can actually force them to.
That’s what makes this whole thing so infuriating.
Hopefully, someone takes an interest in this. They surely made a mistake somewhere that could expose what they’re really up to, allowing a case to be brought against them with evidence of how the whole thing was rigged.The mere fact that they are following procedure doesn’t mean they are doing everything in accordance with the regulations. Let’s hope someone gives it a thorough going-over.
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At this point, the structure feels pretty simple.
“To the long-term investors and institutions who believe in us — let’s build Centrifuge together. Let’s go!”
And to the CFG holders who supported this thing for years:
“Thanks for holding CFG while we built Centrifuge, funded the ecosystem, and got the company to where it is today. We really appreciate it.
But CFG itself? Yeah… we’re moving on from that now. Sorry. What are you gonna do about it?”
Don’t like it?
Sell.
Maybe the strategic institutions and long-term investors who actually want the future equity will happily take that CFG off your hands and convert it into shares later.
Thanks for helping us get here.
Now apparently the people who matter are the ones coming with us into equity.
Bye, token holders 
lol
Obviously I’m being sarcastic — but honestly, with the way this transition is being handled, this is increasingly what it feels like.
2 Likes
Discussions with whom? Look at what we got from the team after 11 days—an FAQ that said absolutely nothing. If you don’t see the pointlessness of the team’s actions, I don’t know what else it would take for you to open your eyes. They’re packing it in; there’s no more money left for them to rake in here, so—bye-bye.
Are you somehow connected to the team, or are you just refusing to see the reality here?
If you are someone who is willing to ignore further losses in the short term because you plan to hold the equity for years, then sure — maybe you can calmly wait for the team to respond whenever they feel ready.
But what about everyone else?
I’m talking about ordinary CFG investors who bought a liquid token, not people who signed up to become long-term private-company shareholders.
You clearly seem willing to wait because you appear interested in converting into equity.
But what are people who do not want that supposed to do?
Just sit here quietly while the price keeps falling, with no cap table, no financials, no clear eligibility, and no certainty about what exactly they are being asked to convert into?
Telling those people to “stop being emotional and wait” is easy when your own investment horizon and objective are completely different.
1 Like
So what exactly are you suggesting?
If CFG drops to $0.10, should we just keep waiting for the team to respond?
What about $0.05? Still just wait?
I have no intention of converting into equity. Do you understand that?
I bought and held CFG as a liquid crypto asset. I did not invest because I wanted to become a long-term shareholder in an illiquid private company.
Maybe you can comfortably wait because you are willing to convert and hold the equity for years.
But people like me are watching the value of the asset we actually bought collapse right now, while the information needed to make a rational decision is still missing.
So telling us to stop complaining and simply wait for the team is not an answer.
Wait until when? And at what price?
3 Likes
Please at least read the summary of my questions above.
I already addressed the exit issue there, including the economic problem faced by holders who are ineligible to convert. As far as I know, I was also one of the first people here to raise that specific point.
Honestly, this is getting exhausting. Some of you do not seem willing to read or research the issues carefully, yet you keep posting in a way that buries the information I’m trying to surface.
Please take the time to understand what has already been discussed before adding more noise to the thread.
I clearly raised this issue in my post. I do not accept the current exit option. At the very least, holders who are unable to convert should be given an exit based on fair value.
Hey brother, please stop burying my posts. I need more people coming into this thread to actually see the key issues.
Some of us have been spending literally all day and late into the night going through everything we can find about CFG — the wallets, institutional holdings, CP172, the FAQ, the conversion structure, the missing cap table, the financial disclosures, eligibility, Treasury treatment, Anemoy, everything.
There is serious money at stake for us.
So please stop acting like this is just some emotional reaction from people who haven’t done their homework.
You keep saying, “wait for the team, wait for the team.”
We ARE waiting.
But we are also analyzing what is happening with the information currently available and explaining the conclusions we are reaching.
Do you seriously think I’m being pessimistic for no reason?
Have you actually read what I’ve written, or did you just see the anger and decide there must be no analysis behind it?
The anger comes after the analysis.
It comes from spending hours digging through this situation and realizing that CFG holders who do not want equity are being asked to sit quietly while the asset they actually bought keeps losing value.
So disagree with my analysis if you want.
But don’t dismiss it as “just venting” without addressing the actual points.