NFT Treasury Rationalisation and Controlled Disposition Framework

Hibee · 16 April 2026 16:37

Blackpool DAO

BPIP-15

LEGAL NOTICE

This document is a governance coordination instrument only. It does not constitute, and must not be construed as, investment advice, legal advice, a financial promotion, an offer or solicitation of any kind, or the establishment of any regulated financial service or managed investment scheme.

This document creates no fiduciary duties, agency relationships, or contractual obligations of any kind. Each participant acts solely in their own capacity, independently, and at their own legal and financial risk.

Participants are strongly advised to obtain independent legal, tax, and regulatory advice applicable to their own jurisdiction before taking any action in connection with this proposal.

The DAO operates as a decentralised coordination mechanism and does not purport to constitute a legal entity under any specific jurisdiction.

1. Abstract

This proposal introduces a comprehensive framework for the rationalisation and controlled disposition of non-core non-fungible token (“NFT”) assets held within the BlackPool DAO treasury.

Following a review of treasury holdings (as reflected in Annex I), it has become evident that a substantial portion of the DAO’s NFT portfolio consists of legacy, inactive, or economically marginal assets that no longer serve a meaningful strategic, operational, or economic function. These holdings impose ongoing fragmentation and administrative overhead on the treasury structure without commensurate benefit.

The purpose of this proposal is to enable an orderly, transparent, and governance-aligned process for the identification and potential disposal of such NFT assets. The framework is designed to:

preserve the fully decentralised and non-custodial nature of the DAO;
ensure that no centralised management function is created or implied;
minimise regulatory risk and legal exposure for all participants;
and facilitate the release of residual economic value currently trapped in dormant positions.

2. Scope and Express Limitation

This framework is strictly and exclusively limited to non-fungible tokens (NFTs) held within DAO-controlled wallets as documented in Annex I.

For the avoidance of doubt, and as a matter of fundamental intent, nothing in this proposal shall be interpreted as authorising, enabling, or implying:

the sale, exchange, or management of fungible tokens or tokenised financial instruments;
the rebalancing, optimisation, or active management of treasury positions;
liquidity provision, staking, yield-generation, lending, or borrowing strategies;
the establishment of any discretionary investment mandate or portfolio management function;
or any other activity that could constitute regulated financial services under applicable law.

This limitation is fundamental to the legal characterisation of the activity contemplated herein and shall be construed strictly and accordingly in all jurisdictions.

3. Definitions

The following definitions apply throughout this proposal:

“DAO”	Blackpool DAO, an unincorporated, decentralised autonomous organisation operating via smart contracts on public blockchain infrastructure, with no separate legal personality.
“NFT”	A non-fungible token: a unique, non-interchangeable digital asset recorded on a public blockchain, treated herein as a digital collectible or utility-based asset and not as a financial instrument.
“Eligible Assets”	Those NFTs identified in Annex I as eligible for disposition under this framework, subject to final governance approval.
“Execution Participant”	Any DAO member who, acting voluntarily and independently, takes technical steps to execute a disposition authorised by this governance framework.
“Floor Price”	The lowest listed price for an NFT within a given collection on a public secondary marketplace at the time of listing, as observable from publicly available data.
“Governance Decision”	A binding outcome of the DAO’s on-chain voting mechanism, executed in accordance with its established governance procedures.
“Proceeds”	Any fungible tokens or other consideration received in exchange for Eligible Assets, which shall remain within DAO-controlled smart contracts pending further governance decisions.

4. Background and Treasury Characterisation

The DAO’s NFT holdings, as set out in Annex I, reflect an accumulation of digital assets across multiple historical strategies, partnerships, and experimental initiatives. These include, inter alia:

virtual land assets, including parcels within The Sandbox metaverse;
gaming-related NFTs and in-game assets;
and various legacy, niche, or discontinued collections.

While such assets may have held strategic or experimental value at the time of acquisition, the current position is materially different. A significant proportion of these holdings are now characterised by one or more of the following:

operational inactivity — no current DAO initiative is predicated on their retention;
strategic disconnect — they are no longer aligned with active DAO objectives;
thin markets or illiquidity — secondary market activity is negligible or absent;
disproportionate administrative burden — custodial and governance overhead is not justified by residual value;
and value attrition — continued passive retention risks further economic erosion.

The aggregate result is a treasury characterised by fragmentation and residual exposure rather than active deployment. This proposal seeks to address that inefficiency in a structured, transparent, and legally conservative manner.

5. Purpose and Strategic Rationale

This proposal seeks to transition the DAO from passive retention of inactive digital assets toward a more coherent and economically rational treasury posture. Specifically, it aims to:

enable the systematic identification of NFTs that no longer justify retention on objective, predefined criteria;
facilitate their orderly and transparent disposition through public marketplace mechanisms;
reduce operational and custodial overhead associated with fragmented inactive holdings;
and unlock residual value otherwise trapped in dormant positions, subject to future governance decisions regarding use of Proceeds.

This is not an exercise in optimisation, active management, or investment strategy. It is a process of rationalisation and simplification, effected through the technical execution of a governance-sanctioned outcome.

6. Legal Characterisation of the Activity

6.1 Classification of Assets

For all purposes of this proposal, NFTs are treated as:

digital collectables, utility-based digital assets, or non-fungible records of digital ownership;
and not as financial instruments, securities, units in a collective investment scheme, or any other regulated investment product.

This characterisation is based on the following features of the assets in question: each NFT is unique and non-interchangeable; no NFT represents a share in profits, revenues, or any underlying financial asset; and no expectation of return is associated with any NFT by reason of the efforts of any third party acting as a promoter or manager.

Participants are advised, however, that the regulatory classification of digital assets varies significantly across jurisdictions, and that this characterisation reflects the intended structure of this proposal only. Independent legal advice should be obtained in each relevant jurisdiction.

6.2 Characterisation of the Activity

The activity contemplated by this proposal is properly characterised as:

An orderly, governance-sanctioned disposal of inactive digital property, conducted through public decentralised marketplace infrastructure, on a non-discretionary, rule-based basis.

It is not, and must not be construed as:

the provision of asset management, portfolio management, or investment advisory services;
the operation of a collective investment scheme or managed account;
fiduciary activity of any kind;
or any other form of regulated financial activity.

No participant acts in the capacity of an asset manager, investment adviser, or fiduciary at any time. All actions are undertaken in the capacity of a technically competent DAO member executing a predefined, governance-approved outcome.

For the avoidance of doubt, the framework does not establish any ongoing program of asset disposal, nor does it contemplate repeated or systematic engagement with NFT markets. Each execution event is isolated, incidental, and non-recurring in nature, reflecting the residual and exceptional character of the assets concerned.

7. Execution Framework

7.1 Nature of Execution

Any implementation of this proposal shall be understood exclusively as the technical execution of a Governance Decision, carried out by Execution Participants interacting directly with public blockchain infrastructure and third-party decentralised marketplace smart contracts.

Such execution does not constitute, and shall not be characterised as:

discretionary portfolio management or investment management of any kind;
fiduciary, advisory, or custodial activity;
the operation of a managed investment scheme, collective investment vehicle, or fund;
or any form of regulated financial service.

7.2 Non-Discretionary and Rule-Based Design

A core structural principle of this framework is the deliberate and comprehensive minimisation of discretion at the point of execution.

To the greatest extent practicable, execution parameters shall be:

rule-based and anchored to objective, verifiable market data;
and applied uniformly across all Eligible Assets without subjective asset-by-asset curation.

Permitted rule-based parameters may include:

listing Eligible Assets at or near the observable Floor Price at the time of listing;
applying predefined pricing bands (90%–110% of a 7-day trailing average Floor Price);
or initiating auction mechanisms with predefined reserve prices and duration.

Execution Participants must not be interpreted as authorised to:

engaging in active price optimisation or market-timing strategies;
exercising subjective judgment in selecting individual assets for disposition outside predefined criteria;
selectively withholding assets based on anticipated market movements;
or engaging in any repeated buy/sell cycles or speculative trading behaviour.

7.3 Permitted Execution Modalities

Disposition may be conducted through any of the following mechanisms:

listing on established public NFT secondary marketplaces (including, without limitation, OpenSea, Blur, and LooksRare);
batch listing mechanisms to reduce operational overhead and ensure consistency;
collection-level disposition where the degree of fragmentation justifies a bundled approach;
or, in limited and documented cases, over-the-counter (OTC) bilateral transactions for demonstrably illiquid assets, subject to transparency requirements set out in Section 7.5.

Where feasible, standardised and batch-oriented approaches shall be preferred over bespoke or asset-specific strategies, in order to preserve the non-discretionary character of the activity.

7.4 Execution Guardrails

In order to preserve the non-managerial character of the activity and to limit participant liability, the following guardrails shall apply mandatorily:

Guardrail	Requirement
No Continuous Management	Execution activities shall not evolve into, or be construed as, an ongoing treasury management function. Each disposition event is a discrete, one-time act.
No Strategic Trading	Execution Participants must not engage in repeated buying and selling cycles, market-making, or any market positioning activity.
No Active Curation	Asset selection for disposition must follow objective, predefined criteria only. Subjective judgment regarding individual asset prospects is prohibited.
Predefined Pricing Only	Listing prices must be anchored to observable, verifiable market data. No discretionary pricing decisions are permitted.
On-Chain Transparency	All material execution steps must be conducted through publicly verifiable on-chain transactions or publicly accessible marketplace records.
No Re-Acquisition	Execution Participants must not re-acquire, directly or indirectly, any Eligible Asset disposed of under this framework.
Scope Limitation	No asset outside Annex I (or subsequently approved Annex amendments) may be disposed of under this framework.

7.5 OTC Disposition — Additional Requirements

Where OTC bilateral transactions are used for illiquid assets, the following additional requirements apply:

the rationale for OTC disposition (rather than marketplace listing) must be documented and publicly disclosed prior to execution;
the counterparty must be unrelated to any Execution Participant;
the transaction price must be supported by a written reference to prevailing market data or an independent valuation basis;
and the transaction must be reported on-chain or through DAO’s public governance forum within 48 hours of completion.

8. Contributor Liability

This section sets out the structural protections applicable to Execution Participants and other contributors. These protections form a fundamental part of the framework and should be read in conjunction with the legal characterisation in Section 6.

8.1 Absence of Agency and Mandate

Nothing in this proposal shall be construed as:

appointing any individual, group, multisig, or committee as agent, representative, attorney, or trustee of the DAO or any of its members;
granting discretionary authority over DAO assets or treasury positions to any person;
creating any fiduciary duty owed by any Execution Participant to the DAO, its token holders, or any third party;
or establishing any contractual, quasi-contractual, or tortious obligation between Execution Participants.

8.2 Voluntary and Independent Participation

Participation in execution activities is:

entirely voluntary — no participant is required, requested, or incentivised to act;
non-exclusive — multiple participants may independently execute the same or overlapping actions;
independent — each participant acts solely in their own capacity and not on behalf of, or as an agent of, any other person;
and undertaken at the sole legal, regulatory, and financial risk and responsibility of the individual participant.

No reliance may be placed by any participant on any other participant, on the DAO as a coordinating body, or on this document as a source of authorisation for any act beyond the scope expressly defined herein.

8.3 Limitation of Liability

To the fullest extent permitted by applicable law:

no Execution Participant shall be liable to any other DAO member, token holder, or third party for any loss, damage, or expense arising from any action taken in good faith in accordance with this framework to the fullest extent permitted under applicable law;
no Execution Participant warrants or represents the accuracy of any market data used as the basis for pricing decisions;
no Execution Participant is liable for the outcome of any marketplace transaction, including execution at prices below historical acquisition cost to the fullest extent permitted under applicable law;
and no Execution Participant is liable for the acts or omissions of any other participant or third-party marketplace to the fullest extent permitted under applicable law.

This limitation of liability is a condition of participation in execution activities and is central to this framework’s non-managerial structure.

8.4 Good Faith Standard

Execution Participants who act in good faith, in material compliance with the guardrails set out in Section 7.4, and within the scope of assets defined in Annex I, shall be deemed to have discharged any duty or responsibility arising from their participation in execution.

“Good faith” for these purposes means acting honestly, transparently, and without concealed personal interest in any transaction executed under this framework.

8.5 Conflict of Interest Disclosure

Any Execution Participant who holds a direct or indirect personal interest in any Eligible Asset or in any counterparty to an OTC transaction must:

disclose that interest publicly via the DAO’s governance forum prior to executing any related transaction;
recuse themselves from executing the relevant transaction; and
ensure that the relevant transaction is executed by a non-conflicted participant.

Failure to disclose a material conflict of interest shall constitute a breach of this framework and may expose the relevant participant to claims outside the protections afforded by Section 8.3.

9. Proceeds Handling

Any Proceeds arising from the disposition of Eligible Assets under this framework:

shall be transferred directly to DAO-controlled wallets or smart contracts immediately upon receipt;
shall not be routed through any personal wallet or account of any Execution Participant;
shall not create any immediate entitlement to distribution, redemption, or payment to any DAO member or token holder;
shall remain subject to the DAO’s existing governance procedures regarding treasury management;
and may be directed toward specific uses only by means of a subsequent, duly approved Governance Decision.

For the avoidance of doubt, no expectation of profit, return, yield, or redistribution is created by this proposal. The receipt of Proceeds is a consequence of the disposal of inactive property and not of any investment or management activity.

10. Risk Factors

The following material risks are inherent to, and acknowledged as an integral part of, the activity contemplated by this proposal. All Execution Participants acknowledge and accept these risks in full prior to participation:

Liquidity Risk: Certain Eligible Assets may have limited or non-existent secondary market liquidity, and may ultimately be unsaleable at any price.
Price Risk: Execution may occur at prices materially below historical acquisition cost, book value, or any perceived intrinsic value.
Market Volatility: NFT market conditions may deteriorate significantly during the execution period, reducing or eliminating realised value.
Smart Contract Risk: Third-party marketplace smart contracts may contain vulnerabilities, be subject to exploits, or experience technical failure.
Regulatory Risk: The regulatory treatment of NFTs and DAO activities varies by jurisdiction and may change. Participants bear sole responsibility for compliance with applicable laws.
Tax Risk: Disposal of NFTs may give rise to tax liabilities in various jurisdictions. Each participant is solely responsible for their own tax position.
Execution Risk: Technical errors, gas fees, network congestion, or marketplace downtime may adversely affect execution timing or outcome.
Counterparty Risk (OTC): In OTC transactions, the counterparty may default, provide fraudulent consideration, or engage in market manipulation.
Residual Unsold Assets: Certain assets may remain unsold despite reasonable efforts, resulting in continued dormant holdings.

11. Regulatory and Legal Notice

NOTICE TO ALL PARTICIPANTS

This proposal constitutes a governance coordination document only. It does not constitute an offer, solicitation, invitation to treat, or financial promotion of any kind. It does not provide investment, legal, tax, or financial advice of any kind.

This proposal does not establish any form of regulated financial service, collective investment scheme, alternative investment fund, portfolio management arrangement, or investment advisory relationship.

This proposal does not create any agency, partnership, joint venture, trust, employment relationship, or fiduciary relationship between or among any participants, or between any participant and the DAO.

The DAO is not a legal entity and does not and cannot act as an asset manager, investment manager, or in any similar capacity.

Each participant bears sole and exclusive legal, regulatory, and tax responsibility for all actions taken by them in connection with this proposal.

Any actions undertaken in connection with this proposal are performed:

independently by individual participants acting in their personal capacity;
without any centralised coordination, management, or supervisory function;
and solely through interaction with public, permissionless blockchain infrastructure.

Participants should be aware that applicable laws and regulations, including those governing digital assets, financial services, money laundering, and taxation, may apply to their activities in their respective jurisdictions. The protections afforded by this framework do not provide a defence to applicable regulatory requirements.

12. Implementation

Upon approval of this proposal by a duly constituted Governance Decision:

the NFT assets listed in Annex I shall be deemed Eligible Assets for the purposes of this framework;
execution may commence in accordance with the principles, guardrails, and modalities set out in Section 7;
Execution Participants shall maintain contemporaneous records of all execution actions, including on-chain transaction hashes, for public disclosure;
a summary execution report shall be published on the DAO’s governance forum within 30 days of the commencement of execution activities, and monthly thereafter until substantially complete;
and additional NFT assets may be included in the scope of this framework only through subsequent, duly approved Governance Decisions amending Annex I.

No execution activity may commence prior to the passage of this proposal by Governance Decision. Any actions taken prior to such approval are outside the scope of this framework and do not benefit from the protections afforded herein.

13. Amendments and Interpretation

This proposal may be amended only by a subsequent Governance Decision. No individual participant, multisig, or committee has authority to modify, waive, or depart from any provision of this framework unilaterally.

In the event of any ambiguity or conflict of interpretation, this proposal shall be construed in a manner that:

minimises regulatory risk and participant liability;
preserves the non-discretionary and non-managerial character of the activity;
and gives effect to the plainly expressed intent of the DAO as reflected in the applicable Governance Decision.

Annex I — NFT Inventory (Eligible Assets)

ANNEX LEGAL NOTICE

This Annex is an instructional execution framework only. It does not constitute a valuation report, investment recommendation, or guarantee of realised proceeds at any indicated market level. All execution directions represent governance-sanctioned parameters, not discretionary management decisions.

Execution Participants must act within the parameters set out herein. Any deviation from these parameters falls outside the scope of this framework and does not benefit from the liability protections set out in Section 8 of the main proposal.

This Annex forms an integral part of the proposal and is incorporated by reference. No asset not expressly listed herein, or in a duly approved amendment, may be disposed of under this framework.

A.1 Objectives

This Annex sets out the agreed direction for the review, retention, transfer, and disposal of BlackPool DAO NFT assets. The governance-approved objectives are:

to realise value where practical and proportionate to execution effort;
to retain limited assets with demonstrable brand identity or long-term utility value;
and to avoid operational drag from illiquid, low-value, or administratively disproportionate positions.

A.2 Asset Classification Framework

All Eligible Assets are classified into one of three categories. These categories are predefined and governance-approved. Execution Participants must apply them as set out and may not reclassify assets based on personal judgment.

Category	Description	Required Action
Category 1 — RETAIN	Assets with ongoing BlackPool brand, identity, or naming utility. These assets are excluded from disposal and must be preserved for long-term strategic use.	Transfer to fresh dedicated brand wallet. Do not sell or list.
Category 2 — SELL	Assets with identifiable secondary market value, active collections, or realistic sell-through potential. Execution must follow the asset-specific directions in A.4.	List, accept offers, or conduct OTC disposal per A.4 directions. Proceeds to DAO-controlled wallet.
Category 3 — LEGACY	Assets with negligible value, no meaningful bid support, or where execution effort would be disproportionate to likely proceeds. These are not priority disposal assets.	Leave in place as on-chain legacy artefacts, or abandon where sale effort exceeds likely proceeds. No active listing required.

Category 3 (Legacy) assets retained on-chain are not abandoned in a legal sense. They remain within DAO-controlled wallets as visible on-chain records of BlackPool’s operational history. The DAO community should regard them as historical artefacts: a record of an earlier phase of NFT and gaming culture, and a small on-chain postcard to the future.

A.3 Category 1 — Brand Asset Transfer Protocol

Assets classified as Category 1 (Retain) must be transferred to a dedicated brand asset wallet prior to, or contemporaneously with, any Category 2 disposal activity. The following protocol applies:

A fresh, dedicated wallet shall be designated exclusively for long-term brand asset holdings (the “Brand Wallet”);
no other assets shall be commingled in the Brand Wallet;
the Brand Wallet address shall be disclosed publicly on the DAO’s governance forum prior to any transfer;
all transfers to the Brand Wallet shall be conducted on-chain and publicly verifiable;
and no asset transferred to the Brand Wallet may be sold or disposed of except by a subsequent, separately approved Governance Decision.

Assets designated for the Brand Wallet include, without limitation: ENS domain names, Lens protocol handles, and selected BlackPool-branded collectible items (including posters and patches) where relevant to a future brand or archival strategy.

A.4 Wallet-by-Wallet Execution Direction

The following section sets out predefined, governance-approved execution directions for each wallet. These directions constitute the rule-based parameters required by Section 7.2 of the main proposal. Execution Participants must follow these directions and may not deviate based on personal judgment.

A.4.1 Big Time Inventory

Location	Big Time platform account, accessible under BlackPool email account credentials.
Inventory	Approximately 2,167 assets across 11 item types, predominantly small and medium items by size and rarity classification.
Assessment	Operationally complex disposal: low secondary market liquidity, limited order book depth, high asset count, and significant manual listing burden per item.
Category	Category 2 — SELL
Execution Direction	OTC disposal via Big Time Discord channels, player community, and relevant gaming guilds. Batch or bulk offers are preferred over individual item listings. Execution Participants should not invest disproportionate time in individual item optimisation given the liquidity profile.

A.4.2 Safe ETH Treasury

Wallet: 0x07DFF52fb8B38E55E6eCb407913cd847396Af4f0

Asset	Category	Execution Direction
Realms	Category 2 — SELL	List to floor. Apply prevailing floor price at time of listing.
Bornless Genesis	Category 2 — SELL	List to floor. Apply prevailing floor price at time of listing.
Keepers	Category 2 — SELL	Accept the top offer within 10% of the observable floor price.
Sandbox Land Parcels	Category 2 — SELL	List to floor. Apply prevailing floor price at time of listing.
Everai Duo	Category 2 — SELL	Accept top 10 offers. List remaining 88 assets at floor price.
Everai Memory Cores / Origin Archives	Category 2 / Category 3	Assess bid support at point of execution. If no meaningful bid support or practical listing path exists, do not prioritise sale; retain as Category 3 legacy artefacts.
Mint Typewriters	Category 2 — SELL	List at floor price.
Goat Gaming	Category 2 — SELL	Accept existing offers at time of execution.
Chibi Clash	Category 3 — LEGACY	Treat as low-value / effectively inactive. Sell only if a simple execution route exists with no disproportionate effort. Otherwise retain as legacy on-chain artefacts.
ENS Domains	Category 1 — RETAIN	Do not sell. Transfer to Brand Wallet per A.3 protocol.
BlackPool Poster(s)	Category 1 — RETAIN	Do not sell as part of general treasury disposal. Transfer to Brand Wallet per A.3 protocol.

A.4.3 BlackPool ETH Treasury 2

Wallet: 0x2630d37C8d29eeE28283BD5223b072D19AB7295a

Asset	Category	Execution Direction
Hashmasks	Category 2 — SELL	Accept floor offers.
Curio Cards	Category 2 — SELL	List to floor or accept reasonable offers. Reasonable offer defined as within 15% of observable floor.
Ultraviolet & Other Assets	Category 3 — LEGACY	Retain as legacy artefacts unless clear bids exist at time of execution. No active listing required.

A.4.4 Polygon Wallet

Wallet: 0xb9d72519f9F9ec41a657C57c5A59a32737Ae6636

Asset	Category	Execution Direction
Cometh Assets	Category 2 — SELL	List where practical or accept existing offers at time of execution.
Other NFTs	Category 3 — LEGACY	Retain as legacy artefacts unless clear bids exist at time of execution. No active listing required.

A.4.5 BP HQ Public Bridge Wallet

Wallet: 0xeb780e3dc14e41823da6be6a8d9ab5ebc4ae006d

Asset	Category	Execution Direction
Tiny Bones	Category 3 — LEGACY	No immediate listing. Seek bulk community take-up or distribute via community giveaway. If no takers within a reasonable period, retain as legacy on-chain artefacts.
Brand Assets	Category 1 — RETAIN	Do not sell as part of general treasury disposal. Transfer to Brand Wallet per A.3 protocol.

A.4.6 DAO Gaming Wallet

Wallet: 0xD239A0B883aB1cc2c16F9179A170e8EE6096bce7

Asset	Category	Execution Direction
Cross the Ages	Category 2 — SELL	List to floor. Apply prevailing floor price at time of listing.
Influence Asteroid	Category 2 — SELL	OTC disposal via Discord channels, player community, and relevant gaming guilds
All other	Category 3 — LEGACY	Retain as legacy artefacts unless clear bids exist at time of execution. No active listing required.

A.5 Scope and Completeness

The assets and wallets listed in sections A.4.1 through A.4.5 above constitute the complete and exhaustive scope of Eligible Assets under this framework. The full granular inventory, including specific contract addresses, token IDs, and wallet addresses, shall be published on the DAO’s governance forum and appended to the final voted version of this proposal.

IMPORTANT: No asset not expressly listed in sections A.4.1 through A.4.5, or in a duly approved Annex amendment, may be disposed of under this framework. Any disposal of assets outside this defined scope does not benefit from any of the legal characterisations, protections, or governance approvals set out in this proposal.

This Annex is an instructional execution framework only. It is not a final valuation report and does not guarantee realised proceeds at any indicated market level. All market and pricing references are approximate and based on observable conditions at the time of drafting. Conditions may change materially.

END OF PROPOSAL