July Update
The patience of the community over the last several months has been deeply appreciated as our professional advisers worked through the outstanding tax and legal issues for the dissolution of the DAO and distribution of remaining assets to the token holders. We have now, at long last, completed the accounting and tax review, and are nearly ready to begin the actual distribution of residual assets. The purpose of this post update the community on the results of the tax and accounting efforts, and provide an updated timeline and details regarding the claim and distribution process.
Liabilities
Starting with the former, after an intensive analysis and accompanying accounting effort, we concluded that the DAO is obligated to file and pay US taxes, and should do so (basically) in such a way that it is taxed as a corporation. Specifically, we concluded that the DAO qualifies as a publicly traded partnership (PTP) under IRC § 7704(a), which means it is treated as a C Corporation for federal tax purposes unless at least 90% of its income is passive, as defined in IRC § 7704(c). Following a review of the DAO’s income sources, we determined it does not meet this passive income exception. Accordingly, the DAO is to be taxed as a corporation. In addition to aligning with the conclusions of outside advisors, taking this position avoids both (i) the need to provide personal information regarding every token holder to the IRS, and (ii) what would likely be a higher total cost and tax burden overall. The current outstanding liability of the protocol stands to be roughly ~$929,768 ($909,768 in taxes $20,000 in partial reimbursement of professional services).
Liquidations
With the treasury, primarily denominated in Sonic tokens (S), it is required to liquidate enough of these assets to cover all confirmed tax liabilities and associated wind-down expenses. These proceeds will be converted into stablecoins (e.g., USDC) and reserved solely for that purpose. Once the full tax reserve is secured in stablecoins, all remaining assets—including previously liquid S holdings—will be retained in S for the purpose of distribution to COMB token holders. No further liquidations will be conducted beyond what is required to satisfy the DAO's liabilities.
We have already secured $500,000 in stablecoins, which significantly reduces the liquidation burden. To responsibly cover the remaining shortfall, we will conduct monthly liquidations over a six-month period, targeting the following cumulative thresholds of the total liability amount:
- Month 1: 10% of remaining shortfall
- Month 2: 30% total (an additional 20%)
- Month 3: 65% total (an additional 35%)
- Month 4: 100% total (an additional 35%)
Additionally, if at any point during this process the total value of the treasury reaches or exceeds $1.3 million USD, we will immediately liquidate the remainder needed to fully satisfy all liabilities, regardless of the original schedule. This ensures we lock in sufficient coverage under favorable market conditions.
Estimated Distribution Value per COMB
At this stage, we are not yet in a position to provide an estimated redemption value per COMB token, as the DAO's liabilities—primarily tax-related—have not yet been fully covered. An initial estimate will only be published once sufficient funds have been secured to fully satisfy those obligations.
As a reminder to the redemption details, the founder role will be excluded from distributions or compensation, and all protocol-controlled COMB tokens will be excluded from the redemption calculation. All redemption proceeds will be distributed in Sonic (S), with no contingent holdbacks planned for the final distribution phase.
Distributions will proceed as broadly outlined in the previous post linked here: (
discord.com/channels/9198197…), with a number of modifications and elaborations described below.
In order to interact with the distribution smart contract, you will need to have completed the Claim Eligibility Process, use your whitelisted, associated wallet address to do so, and hold an Agreement NFT in that wallet at the time you call the claim function. The Agreement NFT is obtained by consenting to the consent to dissolution and waiver & release agreement, and minting the NFT will act as evidence of your consent to those terms. We recommend that you should absolutely read it yourselves, but the idea is that they are intended to address two major key issues:
- We need to take certain formal legal steps dissolve the DAO, and establish the legal entitlement of each recipient to DAO proceeds.
- We want to ensure that everybody agrees not to sue each other as a condition of the receipt of proceeds. This applies to both current and former team members at the protocol, of course, but also as between yourselves as token holders.
Given the extended opportunity already for holders to complete the claim eligibility process, we are going to shorten the distribution period. The initial claim period will start as soon as the contract and access portal go live, and will run for six months. An extension will be made for KYC and will remain accessible until August 26th, 2025, so you must have completed your KYC by that time to be eligible for a distribution.
Initial distributions of the base amount of S per COMB will be made once at least 50% of the eligible KYC’d addresses have minted an Agreement NFT and submitted their claim via the portal and the treasury has been fully liquidated. At the end of that claim period, the residual assets in the treasury will be automatically distributed on a pro rata basis to all prior claiming wallets.
Finally, we are implementing a ticket system in Discord (
discord.com/channels/9198197…) to handle questions or technical issues that arise in this process, both to ensure smooth and prompt attention to any requests, and preserve confidentiality if you need to reveal any personal information in the process. Please direct any questions or requests for assistance through the ticket system pursuant to the instructions pinned in the linked channel. For those who cannot access this ticketing system on Discord, you may also reach out via Twitter DM where it will be processed.
Next Steps
Please proceed to
claims.comb.financial/redemp… with a KYC’d wallet to mint your Agreement NFT and submit your claim. Once that has been completed, you will be eligible for distributions which will be airdropped directly into your wallets. This is the final step of the closure.