CP172: Exploring Token-to-Equity to Maximize Long-Term CFG Value

Centrifuge Governance Proposals
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127

CFG is losing value right now, at this very moment.

And your answer is still just: “Wait.”

Wait for what?
How long?
Until $0.10?
Until $0.05?

Should token holders just sit quietly and watch the value of the asset they actually bought collapse while waiting for the team to eventually provide the information we’ve been asking for?

And yes — the team absolutely needs to know that token holders are angry.

That anger is not meaningless noise. It is feedback from the people whose capital has been exposed to CFG for years and who are taking the losses from this transition right now.

If everyone stays quiet and politely waits, what pressure is there for the team to understand how serious this situation is for holders who do not want equity?

We can analyze the facts and still be angry.

In fact, the reason many of us are angry is precisely because we’ve looked closely at the situation.

So no, I’m not going to pretend everything is fine and quietly “wait for the team” while CFG keeps getting crushed.

1 Like
128

The team is just sitting there, telling themselves that this is how business is done—by stepping over bodies. It’s a shame they don’t realize that real human emotions are at stake here. The truth is, they’ve left us to fend for ourselves—just accept it.

1 Like
131

Hey brother. No problem—go ahead and discuss things with the team… oh, wait, I forgot: they don’t answer you.Just look at what they’re doing to the community—Telegram, Discord, they’re shutting everything down. Even the oldest and most loyal supporters have stopped speaking up; haven’t you wondered why?. Open your eyes and analyze their moves; they couldn’t care less about people like us. But by all means, I’ll leave the conversation to you. Good luck.

134

You’re not bullish enough; just buy more.:star_struck:

136

Brother Where i Say goodbay?

138

Calm down, man. What discussion? What are you trying to prove? Are you really that blinded? Congratulations—go on living with your beliefs, but let others have theirs. Questions put to the team regarding CP172 resulted in an FAQ written by a six-year-old, so I have every right to write the way I do.

2 Likes
140

我很高兴看到越来越多的社区成员开始关注那些真正重要的问题。但目前的讨论仍然比较分散，很多时候真正的核心问题被情绪、抱怨和噪音淹没了。

所以我想用最简单的方式，总结一下团队目前仍然需要明确回答的事情：

可以转换 → 按照 1:1 正常转换，并明确说明持有人最终拿到的是什么股份、附带什么权利。

不能直接持股 → 团队应该主动设计合法结构，尽可能保留等价的经济权益；直接股东身份、投票权、治理权和即时流动性都不是必要条件。

连经济权益也无法保留 → 应当按照 Centrifuge 股权的公允价值提供退出，而不是把持有人赶回一个即将失去价值捕获和流动性支持的 CFG 市场。

如果要谈公允价值 → 首先必须明确 Centrifuge Inc. 到底包含哪些资产和业务、完全稀释后的总股本是多少、财务数据是什么，以及采用什么估值方法。

如果有人因为资格问题被排除 → 必须说明原本对应这个持有人的股份和经济价值最终去了哪里：被取消、被预留、进入国库，还是实际上重新分配给了其他转换者。

资格问题 → 主要司法辖区的资格状态必须在投票前明确。不能先让持有人批准价值迁移，然后投票之后才告诉他们自己到底有没有资格参与。

未来融资 → 股权稀释可能是必要的，但股份类别、潜在的优先股结构、稀释机制以及现有股东的权利必须说明清楚。

未来交易 → 初期缺乏流动性也许无法避免，但锁定期、转让限制，以及不同司法辖区的持有人未来到底能不能退出，都必须披露。

如果 CP172 被否决 → 团队必须明确说明 CFG 是否会继续作为生态系统核心价值捕获资产得到支持，包括其流动性和用途。否则，这就很难称得上是一场真正决定未来方向的投票。

归根结底，社区其实只需要盯住三件事：

第一，不能因为你没有资格获得股份，你原本对应的 CFG 价值就直接消失。

第二，不能让符合资格的人用 CFG 换成股权、继续享受 Centrifuge 未来的价值，却让不符合资格的人只能按低迷的 CFG 市场价格被迫退出。

第三，不能先让社区投票同意把价值从 CFG 转移到股权，然后等投票结束之后才告诉大家：你到底有没有资格获得这部分价值。

不要把事情搞复杂。团队应该先把这三件事回答清楚。

141

Ten days have passed, do you guys have any plan yet? Your actions made CFG perfectly miss this wave of the market, really brilliant move.

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143

I need answers to 2 core questions before voting:

  1. US Accreditation: I am a US-based, non-accredited holder. If KYC requires accredited status, US retail gets shut out from shares while token liquidity is pulled. Will non-accredited US holders have a legal path to convert?

  2. Cap Table (AS / OS): A 1:1 ratio is meaningless without context. What are the Authorized Shares (AS) and Outstanding Shares (OS) of the new company, and what percentage of the total cap table do converting tokens represent?

These must be answered before the Snapshot vote. Could some one clarify this?

1 Like
144

It feels as though the proposed changes disproportionately reduce the influence of holders with less than 100,000 CFG. While these holders may individually own smaller amounts, collectively they represent a significant portion of the community and have supported the project for a long time.

This approach risks concentrating decision-making power among a smaller group of large holders and may create the perception that long-term supporters are being undervalued. Many community members have invested capital, time, and trust in the project’s success, and their voices should continue to carry meaningful weight in governance decisions.

146

CFG HOLDERS: THIS IS WHY DECENTRALIZED GOVERNANCE EXISTS

Under CP171, CFG holders expressly retained the right to seek reinstatement of DAO governance and transfer governance power back to the DAO. The scope of that restored authority—and its relationship to CNF and Centrifuge Labs corporate governance—should be clarified before CP172 is approved.

I am writing this to both Centrifuge Labs and fellow CFG holders, because ultimately we should all be aligned around the same principles:

blockchain technology and the very ethos of decentralized finance — distributing power more fairly rather than concentrating it in the hands of a few.

I have supported Centrifuge since the early Tinlake days. I participated in one of the first pools with what was, for me, a substantial investment and later participated in the early CFG distribution.

I did that because Centrifuge represented something bigger than another financial investment.

It represented the idea that real-world finance could move onchain while the people who funded, used and helped build the network retained a meaningful voice in its future.

That is why DAOs were created.

Not because decentralized governance is always convenient.

Precisely because there will eventually be moments when management, investors and token holders need to make difficult decisions about ownership, economics and the future direction of a protocol.

And this is one of those moments.

I support the potential outcome of CP172

I want to be completely clear:

I am not against Centrifuge.

I am not against Bhaji.

I am not against CP172 in principle.

And I actually love the idea of tokenized Centrifuge equity.

Bhaji was specifically asked on X whether the Centrifuge equity would be tokenized and replied:

“It will be!”

If CFG ultimately evolves into genuine ownership of Centrifuge, that equity is tokenized, and those shares eventually participate in DeFi, that could be an extraordinary evolution of the original Centrifuge vision.

It could combine legally enforceable equity ownership with the open financial infrastructure that Centrifuge itself is helping build.

That is a future I could strongly support.

Our objection is not necessarily to the destination.

It is to the process of getting there without enough information or meaningful answers from the people whose economic rights are being changed.

The unanswered question is simple

We have been told:

1 CFG surrendered = 1 share.

But that alone does not tell us what we will own.

We need to know:

What percentage of Centrifuge Inc. will CFG holders collectively own after the restructuring?

One share means nothing without knowing the total number of shares.

We therefore need sufficient information about existing equity, founders, team allocations, historical VC interests, options, strategic investments, treasury CFG, unvested CFG, the resulting fully diluted share count immediately following the restructuring, and clarity on any anticipated or authorized future dilution following the vote.

Put simply:

1 CFG = 1 share gives us the numerator.

We still need the denominator.

If CFG represents 80% of the resulting company, that is one proposition.

If it represents 50%, that is another.

If it represents 20%, it is completely different.

I am not demanding any predetermined percentage.

I am asking that CFG holders know what they will collectively own before being asked to approve the restructuring.

This is not radical. This is how decentralization is supposed to work.

Look at the ecosystem Centrifuge itself operates within.

Aave has a mature governance system where token holders and delegates debate proposals and vote on material changes to the protocol.

MakerDAO—now the Sky ecosystem—has spent years putting major economic decisions, protocol parameters, RWA decisions and other changes through governance.

These are not outsiders.

These are among Centrifuge’s closest peers and partners in decentralized finance.

They demonstrate the principle that important decisions affecting a decentralized financial system should involve the people whose governance assets give them a stake in that system.

Centrifuge came from that same movement.

We are all trying to build the same thing:

a financial system that is more transparent, more open and less dependent on a small group of centralized decision-makers.

That is why this should not become CFG holders versus Centrifuge.

We are on the same side.

Centrifuge wants tokenization to succeed.

CFG holders want tokenization to succeed.

Aave wants decentralized finance to succeed.

Maker/Sky wants decentralized finance to succeed.

Our broader ecosystem partners want the same thing.

Decentralization is the common ground.

And that is exactly why CP171 matters

CP171 paused active DAO governance.

It did not extinguish it.

The governance framework preserved a mechanism through which CFG holders can seek reinstatement of DAO governance and transfer governance authority back.

The published process provides for a governance proposal, 14 days of discussion, a final proposal, a 7-day Snapshot vote and a quorum of at least 4,000,000 CFG.

That safeguard was preserved for a reason.

A governance safeguard is meaningless if we are unwilling to use it when a fundamental change finally arrives.

Using governance is not attacking Centrifuge.

It is decentralization functioning as intended.

And reinstating the DAO does not automatically mean rejecting CP172.

It means restoring the community’s seat at the table before potentially irreversible decisions are made.

Once governance is restored, CFG holders can decide democratically what happens next.

Maybe we ultimately approve CP172.

Maybe the cap table is excellent.

Maybe tokenized Centrifuge equity becomes one of the best developments in the project’s history.

I genuinely hope so.

But that decision should be made with transparency and meaningful community participation.

So my message to CFG holders is simple

It is time for us to organize.

If you believe in Centrifuge and also believe in decentralization, make yourself heard.

If you support tokenized equity but believe CFG holders should know what they will own before voting, make yourself heard.

If you believe CP172 may ultimately be excellent for Centrifuge but that the process needs greater transparency, make yourself heard.

And if you would support a properly constructed proposal under CP171 seeking reinstatement of DAO governance:

let the community know.

The purpose is not to start a fight.

The purpose is to bring governance back into the process.

I supported Centrifuge because I believed in Bitcoin and decentralization.

I still do.

I want Centrifuge to become one of the world’s leading tokenization platforms.

I want institutional capital to come onchain.

I want Centrifuge equity to be tokenized.

I want Aave, Maker/Sky, Centrifuge and the rest of this ecosystem to succeed together.

But I also want the principle that brought us here to survive:

The people who help fund and build decentralized systems should have a meaningful voice when fundamental decisions about those systems are made.

We are not opposed to the outcome.

We are opposed to reaching that outcome without sufficient transparency, without answers to fundamental economic questions and without meaningful participation from CFG holders.

That is why the DAO existed.

That is why CP171 preserved the ability to reinstate it.

We want Centrifuge to succeed.

We want tokenization to succeed.

And we want decentralization to mean something when it matters most.

3 Likes
148

Yes, moving toward equity should have been a positive development.

I originally expected the team to actively participate in the discussion after the proposal was published, but instead, the way the team is communicating with the community increasingly feels like the standardized communication of a cold corporation.

For a proposal like CP172, which affects the fundamental interests of all holders, many of these basic questions should have been anticipated, studied, and prepared for before the proposal was ever released — not left unanswered even after the community raised them.

149

Not going to lie, that was a very un-informative FAQ with just as much little as the original post.

Still, very odd we are asked to vote prior to the disclosure of financials.

Seems like the team will push this through regardless…

150

Hi Everyone - We’ve added some FAQs to the original version we posted. They’re in a new section at the end. You can see them here.

Thanks to everyone for the thoughtful questions, comments and overall discussion. We recognize this is complicated and your input has been really helpful.

We will follow up with timing and additional details for the vote soon.

151

I appreciate that Centrifuge has now expanded the CP172 FAQ and provided further responses to questions raised by the community.

But after reading the update carefully, I believe the central governance concern remains.

The updated FAQ confirms that the governance vote on whether to pursue the restructuring comes before holders receive the detailed company and offering information, which would only be provided later through a gated process after KYC and eligibility checks.

That is exactly why I have now submitted a separate governance proposal to restore meaningful DAO governance under the mechanism contemplated by CP171.

This new proposal is not designed to attack Centrifuge, block progress, or oppose tokenized equity.

It exists because CP172 has exposed a much bigger governance question.

CP171 gave the team greater operational freedom so Centrifuge could move faster and compete more effectively. I understand that logic.

But when a proposal fundamentally changes the economic relationship between CFG holders, the company and future shareholders, there must still be a meaningful community check and balance.

That is the purpose of the new governance proposal.

And I believe the wider decentralisation community should be watching this closely.

Today this is happening inside Centrifuge.

Tomorrow another DAO or protocol may centralise for efficiency, only for its community to later discover that it has very little influence when the most important economic decisions are being made.

That is why this is bigger than CP172.

It raises a fundamental question for every decentralised community:

How much governance power should a community surrender before it no longer has a meaningful voice over decisions that reshape its own economic future?

Teams need freedom to build and execute.

But communities must retain meaningful governance when fundamental holder interests are being changed.

So I encourage everyone reading CP172 — CFG holders and members of the wider decentralisation ecosystem — to also read the new governance-restoration proposal, join the discussion, and consider what precedent is being set here.

Today it is Centrifuge.

Tomorrow it could be your protocol.

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152

I believe at least three issues need to be answered before the vote:

  1. What happens to holders who do not convert?
    If they continue holding CFG, what economic rights will CFG still represent afterward? If their only realistic option is to sell, why should they have to exit at the current CFG market price rather than based on the fair value of Centrifuge equity?

  2. Why are the eligibility requirements only being disclosed after the vote?
    If I do not even know whether I am eligible to convert, how am I supposed to decide whether I should support CP172?

  3. The vote should not begin automatically just because the discussion period ends.
    Over the past ten-plus days, the team has barely participated in the discussion, and both FAQs still avoid directly answering many of the core questions. The community’s questions should be properly addressed first, and only then should the proposal move to a vote — not simply because the discussion period has expired.

153

lucasvo, you showed me the resilience of this team, and that is why I have held CFG firmly for almost four years. I still remember you saying that you wanted every partner to use the token.

I understand that moving to equity may be the direction of the market, but I sincerely ask you to at least help push the FAQ forward and answer as many of the community’s questions as possible.

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154

Thanks for clarifying that Centrifuge, Inc. is intended to become the top company with the group entities, material IP and operating relationships consolidated beneath it. Can you clarify whether that is intended to include all material revenue-generating businesses and subsidiaries, including Centrifuge Labs and Anemoy? And on a fully diluted basis, is it fair to expect shares subscribed for with CFG to represent the majority of Centrifuge, Inc. after the restructuring?

155

@itsbhaji there is a lot of “noise” in this thread, but there are valid concerns being raised.

Many of us larger CFG holders are in favor of ascribing economic rights to CFG, but the level of disclosure and statements being made by Centrifuge prior to the vote is concerning from a legal POV. I would encourage the team to reconsider their approach.

For example, the following statement from Centrifuge suggests that all existing stakeholders are CFG holders:

“Centrifuge doesn’t currently have shareholders and the share class token holders would subscribe for is the same share class the team, existing VC investors, etc. convert into.”

However, according to company documents, Centrifuge raised equity financing in various financing rounds since 2018, so unless there was a restructuring from existing securities into tokens in the past, this statement is misleading as-is.

Can you please clarify how all existing stakeholders (e.g. the team, existing VC investors, etc.) will be treated in this proposal (a pro-forma cap table would be helpful)?

Will Centrifuge, Inc. (the parent company) be the only entity post-conversion (or if not, will it beneficially own 100% of the resultant subsidiaries)?

If you can supply even a basic disclosure package for investors (proposed pre- and post- org structure, cap table, shareholders agreement, etc.) that would go a long way to building confidence.

We’ve been waiting for a proposal like this for a long time and are encouraged to see it, but asking for our “blind vote” is respectfully not the right approach to take.

Thank you for reconsidering.

156

When Centrifuge was founded in 2017, the first raises were into an equity company. When we launched the token in 2021, all equity holders were converted to token holders. Today, the CFG token is the only thing team, VCs or partners hold.

If we convert to equity, all tokens will convert into the same share class.

Post conversion, we will fix the corporate structure and the intention is that Centrifuge, Inc will beneficially own 100% of the current and any new subsidiaries.

As a note on disclosures to address some of the other comments as well: we’re providing as much information as we can at this stage. Because this would be a private offering of securities, certain details can only be shared with eligible tokenholders and cannot be disclosed in a public forum.