14. Tax and Regulatory Status
14.1 Tax — General
The tax characterisation of amounts received under the Wind-Down depends on each Holder’s jurisdiction of residence, individual tax status, the cost basis at which BPT was acquired, and the legal form in which the Holder participated in the DAO. Possible characterisations include — without limitation — return of capital, ordinary income, capital gain, dividend-equivalent, partnership-distribution-equivalent, or a hybrid thereof. No general statement of tax treatment is possible across jurisdictions and Holder profiles.
Nothing in this Proposal is, or is intended to be, tax advice. Each Holder is solely responsible for their own tax compliance and is strongly recommended to consult a qualified tax adviser in their jurisdiction before claiming. The DAO, the Association, the core contributors, and the Treasury Safe signers do not provide tax advice and assume no responsibility for the tax consequences of any Holder’s claim or non-claim.
14.2 Securities Status
BPT was issued and has at all times functioned as a governance and access token within the BlackPool ecosystem. It is freely transferable on a permissionless blockchain and has at no time been marketed, registered, or treated by the DAO or the Association as a security in any jurisdiction. The Wind-Down redemption is the voluntary distribution of treasury value to the holders of an existing utility/governance token; it is not a new offering, an investment contract, a dividend declaration, an interest payment, or a capital-call.
Holders are nevertheless reminded that the regulatory characterisation of digital assets evolves rapidly and is jurisdiction-specific. Each Holder is responsible for assessing the regulatory implications of receiving the redemption in their own jurisdiction.
14.3 Anti-Money-Laundering / Sanctions
The Wind-Down is a self-claim mechanism between an Eligible Wallet and a smart contract. There is no off-chain settlement and no traditional financial-institution role. Holders are nevertheless reminded that they are responsible for compliance with applicable anti-money-laundering, counter-terrorism-financing, and sanctions regulations in their own jurisdiction, including — without limitation — the sanctions regimes administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, His Majesty’s Treasury (United Kingdom), the Swiss SECO, the Australian DFAT, and any other regime applicable to the Holder.
Sanctioned-Person Exclusion
By claiming a redemption under this Proposal, each Holder represents and warrants that they are not (i) a person or entity listed on any sanctions list maintained by OFAC, the European Union, the United Kingdom, Switzerland, the United Nations, or any other applicable sanctions regime; (ii) a person or entity ordinarily resident in or organised under the laws of a comprehensively sanctioned jurisdiction (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea/DNR/LNR regions of Ukraine); nor (iii) acting on behalf of any of the foregoing.
If a Holder cannot make this representation, the Holder shall not claim, and any claim made in violation of this provision is void as between the Holder and the DAO.
15. Risk Factors
Holders should consider the following risk factors before claiming. This list is illustrative and not exhaustive.
Smart-contract risk. The Merkl protocol relies on smart-contract code that, while audited, is subject to the residual risk of undiscovered defects, governance attacks against Merkl, or third-party exploits.
Gas-price risk. Ethereum Mainnet gas costs at the time of claim may be material relative to small allocations. The Treasury Safe does not subsidise gas and Holders are not entitled to alternative L2 settlement.
Phishing risk. Adversaries are highly likely to publish look-alike Merkl URLs and campaign IDs during the Wind-Down. Holders are responsible for verifying URLs and campaign IDs against official BlackPool channels only.
Lost-key risk. Allocations are tied to the snapshot wallet. Holders who have lost access to the private keys of their snapshot wallet cannot claim. Because Round 2 eligibility is conditioned on a successful Round 1 claim, lost-key Holders forfeit both rounds in full. There is no off-chain reset mechanism. See §13.3.
Liquidation risk. Round 2 amounts depend on the realised value of the liquidation. Final amounts may be materially below historical asset valuations because of the structural illiquidity of the gaming-NFT market.
Stablecoin risk. Distributions are denominated in USDC. Holders bear the issuer credit and de-peg risk associated with USDC. The DAO does not warrant the value of USDC.
Regulatory risk. The regulatory landscape for digital-asset distributions is evolving. Future regulatory action in a Holder’s jurisdiction may affect the Holder’s ability to receive, hold, or transfer USDC, or may impose additional tax or reporting obligations.
Tax risk. The tax characterisation of the redemption may differ from a Holder’s expectation. Holders are solely responsible for their tax compliance.
Operational-risk of signers. The Treasury Safe signers act in their personal capacities. While the multisignature configuration mitigates single-signer risk, the signers do not provide custodial guarantees and are not insured against operational failure.
Forward-looking-statement risk. Statements in this Proposal regarding Round 2 amounts, timing, liquidation outcomes, and post-closure matters are forward-looking and inherently uncertain. Actual outcomes may differ materially.
15.1 No Recovery
The DAO, the Treasury Safe, the signers, the core contributors, and the Association have no power to recover, reverse, replicate, redirect, replace, or otherwise restore any allocation that is forfeited, lost, or rendered unclaimable due to lost keys, hostile-actor compromise of a Holder’s wallet, sanction listing of a Holder, the Holder’s failure to claim within the window, or any other cause. All such risks rest entirely with the Holder.
16. Disclaimers and Disclosures
16.1 No Advice
This Proposal is provided for governance and informational purposes only. Nothing in this Proposal constitutes investment advice, legal advice, tax advice, accounting advice, regulatory advice, or any other form of advice or recommendation. Each Holder should consult their own qualified advisers.
16.2 No Solicitation
This Proposal is not, and is not intended to be, a solicitation of an investment, a securities offering, an offer to sell, a public offering, a private placement, or any other form of capital-markets activity. It is the publication of the operating mechanics of a community-ratified treasury return to existing token holders.
16.3 Forward-Looking Statements
Sections of this Proposal, including without limitation §§7, 9, 12, and 21, contain forward-looking statements regarding timing, amounts, and post-closure matters. Forward-looking statements are based on current expectations and are subject to material change. The DAO, the Association, and the signers do not undertake any obligation to update or revise forward-looking statements, except by community-ratified follow-on proposals, if any.
16.4 No Reliance
No person other than a Holder of an Eligible Wallet has any right, claim, or cause of action arising out of or in connection with this Proposal. No third party shall be entitled to rely on this Proposal as a representation, warranty, or covenant of any kind.
16.5 Conflicts and Interests
Some core contributors and Treasury Safe signers are themselves Holders of Eligible Wallets and will receive a pro-rata allocation in the same manner as any other Holder. In addition, individual contributors listed at §9.5 will receive the Contributor Commission (33% of net liquidation proceeds) as compensation for executing the Wind-Down; the Contributor Commission is the only compensation payable to any contributor in connection with the Wind-Down, is funded exclusively from net liquidation proceeds, and is disbursed at or before the Round 2 launch. Treasury Safe signers acting in their capacity as signers receive no compensation under §9.4; where a natural person is both a contributor and a signer, that person receives the Contributor Commission in their capacity as a contributor only. No further preferential or accelerated compensation is paid to any signer, contributor, or Association employee in connection with the Wind-Down. The Holder allocations of signers and contributors (in their capacity as Holders) are listed in the schedule at §11 and are not segregated, prioritised, or differentiated.
17. Association Non-Involvement
17.1 Status of the Association
The Association is a separate legal entity. Historically, the Association has provided certain limited administrative or operational support services to the BlackPool ecosystem (for example, in domains such as trademark stewardship, communications, or vendor management). The Association has at no time acted as, and is not, an intermediary, fiduciary, agent, counterparty, or operator of any kind in connection with BPT, the Treasury Safe, the Merkl protocol, or the Wind-Down.
17.2 Non-Involvement in the Wind-Down
The Association is not a party to this Proposal, does not control the Treasury Safe, does not receive or transmit any treasury asset distributed hereunder, and makes no representation or warranty in connection with the Wind-Down. Operational decisions in connection with the Wind-Down are taken by the Treasury Safe signers acting in their personal capacities, and are not attributable to the Association.
17.3 No Agency, No Joint Venture, No Partnership
Nothing in this Proposal, the Wind-Down, or any communication issued in connection with either, creates or shall be construed to create a relationship of agency, joint venture, partnership, employment, fiduciary, or trust between the Association and any Holder, the Treasury Safe signers, the core contributors, Merkl, Angle Labs, Circle, or any other person.
17.4 Independence of Multisig Signers
The Treasury Safe signers act in their personal capacities as independent participants in the BlackPool community. They are not employees, officers, or agents of the Association and the Association does not instruct, supervise, indemnify, insure, or otherwise stand behind them in respect of the Wind-Down. Each signer is solely responsible for their own conduct, key management, and compliance obligations.
18. Limitation of Liability and Release
Acknowledgement, Release, and Covenant Not to Sue (the Association)
By claiming a redemption under this Proposal, and as a material condition to such claim, each Holder, on behalf of themselves and their successors, assigns, heirs, beneficial owners, and affiliates: (i) acknowledges that the Association is not a party to the Wind-Down and bears no operational, financial, fiduciary, custodial, or legal role of any kind in the redemption; (ii) acknowledges that the Association makes no representation or warranty of any kind in connection with this Proposal, the Wind-Down, the Merkl mechanism, USDC, the residual asset liquidation, or any related matter; (iii) releases, acquits, and forever discharges the Association, its current and former directors, officers, employees, members, agents, and contractors (the “Released Parties”) from any and all claims, demands, causes of action, suits, damages, costs, expenses, and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, arising out of or in any way connected with this Proposal, the Wind-Down, the Merkl mechanism, the residual asset liquidation, the BPT token, or any claim or non-claim by the Holder; and (iv) covenants not to sue, threaten suit, or join any proceeding adverse to the Released Parties in connection with any matter released under (iii) above.
To the maximum extent permitted by applicable law, in no event shall the Released Parties be liable to any Holder, claimant, or third party for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, lost profits, lost revenue, lost data, business interruption, or any other commercial damages or losses arising out of or in connection with this Proposal or the Wind-Down, even if advised of the possibility of such damages.
The provisions of this §18 are a material inducement to the Association in remaining unrelated to the Wind-Down, are intended to be construed broadly, and shall survive the closure of Round 2 and the dissolution of the DAO indefinitely.
18.1 Severability and Non-Waiver
If any portion of §17 or §18 is held unenforceable in any jurisdiction, the remaining portions shall remain in full force and effect, and the unenforceable portion shall be reformed to the minimum extent necessary to render it enforceable while preserving the maximum protection of the Released Parties. No failure or delay by the Association in asserting or enforcing any provision of §17 or §18 shall be construed as a waiver of any such provision.
19. Voting and Ratification
| Voting Parameter | Value |
|---|---|
| Voting venue | Snapshot.org — official BlackPool space |
| Voting type | Single-choice (FOR / AGAINST / ABSTAIN) |
| Eligibility to vote | BPT held at the Snapshot Block (same snapshot used for allocation) |
| Voting weight | 1 BPT = 1 vote |
| Voting period | 7 calendar days from the start time published on the BlackPool governance forum |
| Quorum | Elevated wind-down quorum: ≥ 20 % of Eligible Supply must vote (FOR + AGAINST counted toward quorum; ABSTAIN does not) |
| Approval threshold | ≥ 66.67 % of FOR + AGAINST votes must be FOR for the Proposal to pass |
| Tie-break | Not applicable (single-choice with supermajority threshold) |
| Result publication | Official tally published on the BlackPool governance forum within 24 hours of voting close |
Where a community member is also a Treasury Safe signer or a core contributor, that member’s vote carries no additional weight beyond their BPT balance and is not segregated in the tally. The vote is conducted on Snapshot.org as an off-chain signal; on-chain execution is performed by the Treasury Safe signers acting in accordance with the published tally and §6 (Operative Resolutions).
20. Implementation Timeline and Reporting
| Milestone | Status / Target |
|---|---|
| BPT Snapshot taken | Confirmed — 74 addresses, 2 excluded, 72 eligible |
| Exclusions finalised | Confirmed — see Appendix A |
| Allocation table computed | Confirmed — see §11 |
| Forum publication of this Proposal | T+0 (publication date above) |
| Snapshot.org vote opens | T+3 days (after community discussion period) |
| Snapshot.org vote closes | T+10 days (7-day voting period) |
| Tally published | T+11 days |
| JSON allocation file generated and published | T+12 to T+14 days |
| Round 1 Merkl campaign launched | Within 14 days of vote close |
| Round 1 tokens claimable | ≈ 12 hours after campaign launch |
| Liquidation Window | T+0 to T+90 days (post Round 1 launch) |
| Interim Wind-Down Report published | T+45 days post Round 1 launch |
| Round 1 hard claim deadline (90-day window closes) | T+90 days post Round 1 launch |
| Final Wind-Down Report published | T+90 days post Round 1 launch |
| Round 1 Forfeiture Amount swept into Round 2 pool | T+90 days post Round 1 launch |
| Contributor Commission disbursed | On or before Round 2 launch |
| Round 2 campaign launched | T+91 to T+180 days post Round 1 launch |
| Final accounting report published | Within 30 days of Round 2 closure |
| Formal dissolution effective | Upon publication of the final accounting report |
21. Final Accounting and Dissolution
Within thirty (30) days of the Round 2 closure, the Treasury Safe signers shall publish a final accounting report on the BlackPool governance forum and on a publicly accessible permanent archive (e.g., IPFS, Arweave). The final accounting shall include: (i) the Round 1 and Round 2 campaign IDs, (ii) the JSON allocation files used in each round, (iii) the gross and net liquidation proceeds with full venue-by-venue detail, (iv) the claim status of each Eligible Wallet at Round 2 closure, (v) any Residual and its disposition under §12.4, and (vi) confirmation that the Treasury Safe is empty (or has been reduced to a documented dust balance).
Upon publication of the final accounting, the DAO is deemed dissolved as a governance instrument. From that date forward: (a) no new proposals shall be accepted on the BlackPool governance forum and the forum shall be transitioned to a read-only archival posture; (b) no new Snapshot.org votes shall be created; (c) the Treasury Safe shall not initiate any new transactions other than dust-recovery or remediation transactions ratified by a follow-on community vote; (d) no further governance communications shall be issued in the name of the DAO; and (e) the BPT contract shall be deemed legacy and non-operational for governance purposes — noting that the underlying ERC-20 token contract is immutable, permissionless, and on-chain code that the DAO cannot deactivate.
The dissolution is a community-governance act. Any post-dissolution matters relating to the Association are governed exclusively by the Association’s own internal governance and are outside the scope of this Proposal.
22. Interpretation and Governing Principles
This Proposal shall be interpreted in light of the following principles: (i) the on-chain record is authoritative — where this Proposal and the on-chain record diverge, the on-chain record prevails for matters of fact (e.g., balances, transaction hashes, claim status) while this Proposal prevails for matters of intent; (ii) the Association non-involvement provisions at §17 and the limitation-of-liability provisions at §18 are core terms and shall be interpreted broadly to protect the Released Parties; (iii) ambiguity shall be resolved in favour of the equitable, pro-rata, and self-custodial spirit of the Wind-Down; and (iv) where applicable law of any jurisdiction would override a provision of this Proposal, the provision is reformed to the minimum extent necessary to comply with that law, while preserving its remaining provisions in full.
Appendix A — Excluded Address Register
The following addresses are excluded from the Eligible Supply because each is a protocol-owned liquidity-pool contract that aggregates BPT on behalf of the DAO treasury, not on behalf of any individual Holder. These addresses receive no allocation under this Proposal.
| Address | Label | BPT Balance | Category | Rationale |
|---|---|---|---|---|
| 0x9bea2af531a95bd612f320e6c26c0334d59bb1ba | LPs Pool — Sushiswap + Comethswap | 280,713.54 | Protocol Pool | DAO-owned LP pool — not individual holder capital |
| 0x9d259ca698746586107c234e9e9461d385ca1041 | pool sdBPT/BPT | 271,679.77 | Protocol Pool | Protocol pool contract — not individual holder capital |
Appendix B — Merkl Fee Calculation
| Scenario | Calculation | Result |
|---|---|---|
| Deposit the full 120,360 USDC available | Holders receive 120,360 × (1 − 0.5%) = 119,758.20 USDC | Net to holders: 119,758.20 USDC |
| Holders receive 120,360 × (1 − 0.5 %) = 119,758.20 USDC | Net to holders: 119,758.20 USDC | |
| Merkl fee | 0.5% × 120,360 | 601.80 USDC |
Recommendation (adopted by this Proposal): deposit the full 120,360 USDC available in the Treasury Safe, of which 601.80 USDC is the Merkl protocol fee and 119,758.20 USDC is distributed pro rata to the 72 Eligible Wallets.
Appendix C — JSON Allocation File (Schema)
The Round 1 JSON allocation file follows the Merkl Custom Allocation schema. Addresses are EIP-55 checksummed; amounts are expressed as strings in USDC base units (six decimals). The complete file (72 entries) is published alongside this Proposal on the BlackPool governance forum and on a permanent archive (IPFS/Arweave).
{
“rewardToken”: “0xA0b86991c6218b36c1d19D4a2e9Eb0cE3606eB48”,
“rewards”: {
“0x98a5622298e3a0e96d54ad885580fe332eb52b9e”: {
“BlackPool DAO Wind-Down Round 1”: “26172090000”
},
“0x45fc41264d9d8ad3f094116dac36263a26e45107”: {
“BlackPool DAO Wind-Down Round 1”: “20951680000”
},
“0x4a8a4288de786185b57232dbff83f656427c466f”: {
“BlackPool DAO Wind-Down Round 1”: “15088780000”
},
…
“0x470b02f731625ddff9aed9134ce8e18ad36c74ef”: {
“BlackPool DAO Wind-Down Round 1”: “105490000”
}
}
}
Appendix D — Useful Links and Resources
| Resource | URL / Reference |
|---|---|
| Merkl App (claim interface) | https://app.merkl.xyz |
| Merkl Studio (campaign creation) | https://studio.merkl.xyz |
| Merkl Airdrop documentation | Airdrop Campaigns | Merkl Docs |
| Merkl Multisig / Safe guide | Create a Campaign from a Multisig or Gnosis Safe | Merkl Docs |
| USDC token (Ethereum Mainnet) | 0xA0b86991c6218b36c1d19D4a2e9Eb0cE3606eB48 |
| EIP-55 checksum tool | https://etherscan.io — Address Checksum feature |
| Merkl Discord (support) | Merkl |
| BlackPool governance forum | Discussion - BlackPool Governance Forum |
Appendix E — Forum-Facing Abstract (for Snapshot.org)
BlackPool DAO is asked to ratify its final wind-down. If approved: (i) 119,758.20 USDC is distributed pro rata to 72 eligible BPT-holding wallets via Merkl Custom Allocation Airdrop on Ethereum Mainnet (Round 1, ≈ 12 hours after launch), subject to a hard 90-day claim deadline; (ii) the residual non-liquid asset portfolio is liquidated over the 90-day Liquidation Window on publicly observable on-chain venues; (iii) a 33% Contributor Commission is disbursed to the named contributors at §9.5 from net liquidation proceeds; (iv) the Round 1 Forfeiture Amount plus 67% of net liquidation proceeds is distributed in Round 2 between 91 and 180 days post-launch, but only to wallets that successfully claimed Round 1, pro-rata to the BPT they held at the Snapshot Block; (v) a final accounting is published, and the DAO is dissolved. Missing the 90-day Round 1 window forfeits both rounds. The Association is not a party to the Wind-Down and bears no liability.
Holders self-claim from app.merkl.xyz using their snapshot wallet.
Vote: FOR / AGAINST / ABSTAIN. Quorum 20% of Eligible Supply. Approval threshold 66.67% of FOR + AGAINST.
This Proposal (BIP-FINAL) is submitted by the BlackPool community to the BlackPool community. Final, binding, and intended to be the last governance action of the BlackPool DAO.