Overview

If passed, this proposal would:

• Transfer 2,000,000 USDC to a 3/4 multisig containing Proph3t, Kollan House, David Khosroshvili, Ioseb Khutsishvili for the purposes of anchoring Ownership Capital

Ownership Capital is a proposed activist fund that participates exclusively in MetaDAO raises and tokens.

Motivation

Currently, there are several bottlenecks in our business:

• Smaller raises tend to exclude the majority of institutional participants. Both venture and liquid funds generally have minimum check sizes, and liquid funds generally have a limit on the percentage of a coin they can hold.
• Launchpad businesses run on the perception of asymmetric upside, and that perception is based on real cases where traders actually achieved it—memecoin mania, for example, was fueled by stories of people turning $100 into $1,000,000. This is why smaller valuation raises matter: they make asymmetric returns more possible.
• The MetaDAO system depends on activist investors creating liquidation and buyback proposals when new negative information emerges about the business - whether it involves outright rug attempts, poor execution, delayed product delivery, or poor capital allocation. Some activists have emerged, but we believe there is significant opportunity for full-time activists in this role to improve capital efficiency.

We believe that a dedicated fund taking a more MetaDAO-native strategy (activist, participant in smaller raises) could help minimize, if not eliminate, these bottlenecks.

We selected from a pool of 6 potential fund managers. David and Ioseb came out on top. David and Ioseb are two entrepreneurs who have worked together for 8+ years across both a crypto prop trading firm and several tech businesses in their home country of Georgia. Their joint business experience includes Olmait (an Israeli-Georgian data engineering and cloud infrastructure company, $2.8M ARR), MaxinAI (an ML and blockchain engineering company that generated $4.7M in revenue between 2022 and 2024), and WiFisher (Twilio of Georgia, with ~70% market share & customers including Carrefour Georgia, JTI Caucasus, and Georgian Water & Power).

Ownership Capital is not intended to serve solely as a vehicle for deploying MetaDAO’s capital. Instead, the contribution from MetaDAO will act as the anchor funding, providing the initial commitment necessary for David and Ioseb to establish the fund and attract additional capital from external investors.

Logistics

David and Ioseb are currently establishing the fund’s legal and operational infrastructure, including the fund entities, administration, and related service providers. These setup costs are currently estimated to be approximately $150,000. These costs will either be initially funded by David and Ioseb and reimbursed by the fund over a 12-month period or funded directly by MetaDAO. This proposal will keep the funds within MetaDAO LLC, but will authorize MetaDAO LLC to participate in Ownership Capital.

High-level terms:

• No-Fault Removal: 70% of the fund’s NAV maintains the absolute right to terminate and replace the investment manager (David and Ioseb), while maintaining the fund and all supporting entities intact. This right may only be exercised within the first twelve (12) months following MetaDAO’s initial contribution. In the event of such removal, the fund shall reimburse the 100% of the fund setup and formation costs back to David and Ioseb.
• Wallet Structure: During the first 24 months following MetaDAO’s initial contribution, or until the fund reaches $10M of AUM (whichever occurs first), all fund assets shall be held in a 3-of-4 multisig wallet with signers consisting of Proph3t, Kollan House, David Khosroshvili, and Ioseb Khutsishvili.
• Strategy: The fund may participate in primary fundraises, follow-on fundraises, and secondary market acquisitions. The fund will generally seek to participate at or below NAV, though it is not restricted from participating above NAV.
• Fees: Standard 2 & 20. In addition, MetaDAO will supplement the management fee with $140,000 for the first year.