[Withdrawn] Sushi Phantom Troupe - Strategic Raise

I am extremely disappointed with the team to bring such a proposal forward. There is absolutely no reason why the VCs should get such a huge discount, I would even argue there is no reason why they should get a discount at all. The token already trades at a discount if you look at all the metrics that VCs care about (p/e ratio compared to trading volume etc.). If they believe in the longterm growth of the protocol, they should absolutely love this price right now.

Also it is pretty suspicious that we get this proposal after the UNI education fund in such a short timespan. I would say this is no coincidence and the VC funds realized that they can misuse governance for their own purposes. Just open a governance proposal and make it look legit, while the VCs can switch every vote in their favor with their huge Sushi stack. Just remember the Sushi/Solana proposal and how much influence Sam had over the outcome of the vote.

Additionally there is no mechanism to make sure that the VCs actually fulfill their promises. They get access to Sushi at a discount without actually being forced to do anything. Again this is similar to the DEFI education fund, they get the money and they can do whatever they want (insta dump it). It is absolutely rekkless to not include any meaningful mechanisms (except vesting) that protects Sushi holders.

As a crypto investment fund that holds liquid positions, our mandate requires us to not only buy tokens but occasionally sell them as well. We do not think that there is a need to explain every action we take to the public.

This is nice marketing talk for: “Hey we need to make money and occasionally dump on you guys.”

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First of all, @Wangarian appreciate you guys not participating this round. Personally, this gives me comfort that there’s probably no arb happening.

“As a crypto investment fund that holds liquid positions, our mandate requires us to not only buy tokens but occasionally sell them as well. We do not think that there is a need to explain every action we take to the public.”

However, can’t help but feeling this sounds a little defensive.

IMHO, related parties should also recluse themselves from voting and we should whitelist only funds that have not sold in the past 1 month.

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I like the standard hedge fund talk used in this reply, makes you look serious you know.

Just like Hisoka seemed serious about his Phantom Troupe participation before going against Chrollo.

Also I’m curious since DeFiance is a sub-fund from 3AC, does this mean they are also opting out? Otherwise its all semantics and theatrics to look good because in the end not much changes in effect.

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Do you just like @Franklin-Pantera think that the only market for SUSHI is the SUSHI/ETH market on SushiSwap? Because that seems to be a big reason for justifying the discount. A very small amount of DD confirms that most of the liquidity for SUSHI is NOT on SushiSwap and in fact does not even account for 10% of the daily traded volume!

Nah they leave this part out conveniently, you want to tell me a VC investor doesn´t know this? If this really is the case:

  • You lack all the credibility to be involved in the deal
    If it is not the case:
  • You used a disingenuous argument to push your position, which is an even bigger no-go for an involvement in the deal
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Also I’m curious since DeFiance is a sub-fund from 3AC, does this mean they are also opting out? Otherwise its all semantics and theatrics to look good because in the end not much changes in effect.

Yea bit interesting. As they (3A) were the ones dumping on Binance.
0x085af684acdb1220d111fee971b733c5e5ae6ccd is 3A’s Binance deposit address.

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Hi Everyone,

It’s Future Fund here. Just wanted to say hello and thank everyone for their ideas above.

We’re here to help the sushi team and push the sushi ecosystem forward.

Here are some of our contributions that you may or may not know about.

We paid a few mill for the sushi.com domain and gifted it to the protocol with no strings attached.

We’ve recently invested in a brand new NFT team to help co-develop the new Shoyu NFT platform. We’ve pulled together two of the top design companies in the world: Stockholm Design Lab and Tendril to create a world class brand and “metaverse” for Shoyu.

$SAK3 is another project we helped utilise bringing in BIG Architects (Bjarke Ingels Group) and award winning brewery Bunraku to create whats going to be an award winning sake and a potential netflix documentary into the world of NFTs and tokenized products.

We see SUSHI.COM becoming more than just a AMM and more of a decentralised internet company of the future.

We’ve had the fortunate experience to work with almost every talented sushi contributor on the team, these gentleman and ladies are bright, intelligent and full of passion.

About this round, we kindly accepted this as respect to our good friend Maki, but to be honest we would rather politely decline. We were one of the early investors of sushi and we’re here to help with no strings attached, do what others dare not to do, and really collaborate and innovate.

Everyone should get the opportunity to invest in this team. I would say have a portion of the tokens to be up for auction on MISO. Do a similar model to Binance launch pad, staked xsushi over an x period of time, raffle to be able to purchase sushi at a discount plus add in vesting period.

Sushi started as community grass root project, this is what makes it truly unique. It’s the essence of crypto and decentralisation.

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Hello everyone.

Some thoughts here :

" Don’t be evil " → VCs don’t have the reputation to be a tiny cute cats, but the comparison will be more exact with sharks. I really don’t think they have all a good attention, even more if they are still not involved, they had the time I think. I’m intimately convinced that they just want one thing : more money, in a short term, in a middle term and in a long term. They don’t care about us, about the community, for at least 30% of them. They will say the opposite, but hey, don’t be naive.
We need to be very cautious with the conditions , and why not add something like a termination clause of rupture.

Community first → I believe the community MUST be a part of this deal. We can probably reserve $10M ( less or more, it depends the final amount ) for the community, and let only all xSushi / sushi holders having the possibility to buy with the discount. Or build a call option for them.

Discount & Lock → Sorry for the vulgarity, but please, don’t play with our balls. Don’t be unfair with us and with the community. NO ONE can ask a discount of 50% , even more for just $10m , it’s ridiculous. But I agreed with a range of 15%-20%. Why not a discount in relation of the lock ? , example : 2 years lock → 10% , 3 years → 15%, 4 years → 20% .

At the end, I just want to say that the discount, if we go through this plan, must be benefits for the holders, and not for the opportunists.

B.Naïm

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Dear @0xMaki & Sushi Team,

When the most prominent Sushi advocating Fund, namely FutureFund, which provided with distinction the most visible value without strings attached, is recommending against providing a discounted sale, even declining to participate, you should rethink the benefits of this proposal. Also note, that the initiator, @Wangarian from Defiance, has withdrawn from participating.

Please consider deliberately including the entire community when you deem treasury diversification is necessary. FutureFund is the best example that value-add VCs, which you seek, will contribute to the success of Sushi without demanding something in return.

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As a long time lurker and sushi supporter, i would just like to point out how unfortunate the timing of this proposal was placed. I personally think, if sushi was trading at 50 usd per token, this wouldnt have garnered as much hate.

The underlying purpose is to align incentives. Can the allocation of sale not be done in tranches at different times?

The sushi team can say allocate 20% of their treasury to VCs but instead of having all the tokens bought today, cant the buys be spread out over say a 18 month period every 3 months or so.

Then we can see who is really committed long term. This also means this proposal no longer looks like a sort of ‘distressed’ token sale.

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Some final thoughts on this:

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I am in favour of a strategic raise. Sushi is massively undervalued compared to other DeFi blue chips, diversifying the treasury makes sense and adding strategic partner markes sense.

Uniswap has Paradigm. Sushi has SBF and some good 4 but lack a strong research partner.

However, there are quite a few items that need to be though through

(i) What is the goal?
As pointed multiple times, if the goal is to diversify the treasury by inviting long term term investors I would prefer
(i) a smaller cap e.g. $20m
(ii) with a longer lock-up e.g. 2-4 years and
(iii) a vesting with a 12-month cliff

The discount is fine but needs to be adjusted to what these investors will add to the community.

(ii) 21 VCs wtf! Let’s not have a party round but instead a strategic round!
21 strategic investors mean that no one has enough skin in the game to really support the team.

Some VCs in the list have shown in the past they can add real value to a project like Sushi, others look like generalist VCs trying to have a punt on crypto.

This is not a seed or Series A round. Sushi is similar to a growth stage. We need a strategic investor that will add real value not just a logo and some intro to TheBlock team.

Having VCs discussing how they can add value is fine. But what would be much more helpful would be to have each VCs prepare a management committee presentation to the Sushi team to show
(i) they understand what are the opportunities and challenges of Sushi and
(ii) how they can help Sushi

Then the sushi holders would select a lead and a co-lead and maybe 2 other strategics. So a maximum of 4.

(iii) Research partner. Not financial partner
Most of these VCs are either pure financial investors or liquidity providers. The latter does bring some value, the first not that much at this point.

I would emphasise on finding a partner with a strong technical background that can support the team in future development and continue to help with hiring.

Potential next step
(i) Sushi board schedule an investor day in 1-2 weeks where each investors can pitch and present their growth and support plan

(ii) Sushi holders vote to select the strategic partners and also the deals

(iii) Strategic partners are selected

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I see this proposal as having two elements

  1. Value add to Sushi protocol
  2. The transaction

On point 1
Let me ask community members: Are you selling right now? Further to this, what would have to happen to entice you to sell at a 30% discount to market price? I’d like to see something from each of the listed VCs on their roadmap for adding value for their 30% + as a community, we shortlist the most attractive proposals.

On point 2
This proposal isn’t about funding - it’s about onboarding VCs and their channels in order to help better position SUSHI as a Defi blue chip with both retail and get funds talking about its potential. So if SUSHI isn’t desperate for funds, are we desperate for onboarding these players + their contacts? Any decision to sell SUSHI from the treasury at these rock bottom prices seems like an odd decision to me, but we just don’t know what’s on offer quite yet from the party on the other side. Roll on the proposals from VCs and let the community make the decision on whether their contribution is that necessary.

Further to Franklin’s point from Pantera - let’s flip the transaction on its head: if their fund wanted to invest $60m in SUSHI right now, they would also incurr the same 30% slippage, so the benefit works both ways. I’d even argue that purchasing SUSHI from the treasury OTC should be done at a premium, regardless of lockup period + the extra skim from the top could be put to use as the team sees fit, further accruing back to the protocol and SUSHI holders.

Be well,
Gambit

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…and they still want a discount to ‘align interests’. Just do oTokens like Andre offered with a 4yr lockup like curve, and see how community gobbles it up.

There is no definitive list of things we can’t do without VC help. All this sweet talk and whataboutism demonstrates that the vultures need this proposal way more, than the community. So how is this still an issue? They can buy it like everyone else did.

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Hmmm…of course you dont need to explain, but in the absense of such an explanation, people will draw their own conclusions about the timing of buys and sells.

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Treasury management is, by far, the most challenging thing for decentralized governance.

Not only because of the diversities of views and backgrounds, but also in the fact that some of the loudest users tend to have the least experience and the least amount of votes.

I have a (characteristically) long view point here so let me TL;DR:

TL;DR: Sushi should likely do a strategic raise, but with signifgant adjustments to the terms, and a detailed plan of fund purpose and allocation.

Overall, people drastically underestimate what is involved in running a business, raising funding and the role that good investors play. They also underestimate the tremendous opportunity that Sushi has in front of them, and the resources required to capture that.

I think there are a few misunderstandings and fallacies worth breaking down, as well as somethings worth repositioning.

#1 - Sushiswap is a huge success and doesn’t need this amount of funding

Right now, Sushi is actually in one of the largest fights of all time. To decide if it is going to be a dominant leader in one of the largest new sectors, that we expect to absorb a signifgant portion of traditional finance.

To many people thinking of Sushiswap as a $1B entity is something they view as having won the race. But, it’s very likely that the finish line for this raise is somewhere between the $20B - $100B+ range, as there is a rare outsized opportunity to capture tremendous value.

Most startups in this space make the critical mistake of not moving fast enough and sitting on large treasuries for rainy days. Which allows competitors to innovate, grow, and in the end steal their thunder.

In the simplest terms, DAOs make the mistake of not spending enough of their treasury to strike while the iron’s hot.

Not only is there room to better capture the market, but there is still a lot to improve.

Sushi currently has a number of products, many of which don’t have the love and attention they need to succeed. For example, Kashi, an innovative first of its kind product which has underwhelming use and could have an entire team dedicated to it.

#2 - DAOs make the mistake of raising money without purpose:

On the other hand too many DAOs and startups make the mistake of raising funds when they have no real need for them.

In traditional startups you should only raise funds that:

A) Will last you about 18-24 months of runway as that’s how long it takes to raise another round.

(In DAOs because its harder to go out and raise additional rounds, I can see there being a reason to raise a higher amount all at once)

B) Only if you have a compelling reason to spend those funds that unlocks the next stage of growth and isn’t a current plateau.

Funds ideally shouldn’t be raised unless they are going to be spent on things that unlock growth or solve strategic challenges faced by the startup, and any excess shouldn’t sit idle.

#3 - People think VCs are evil and just add money:

The reality here is, that capital isn’t scarce.

It’s easy to raise money.

It’s hard to raise money from the people who care and matter and will go to bat for you.

I recently came a VC, so I have an obvious bias.

But, when Chef Nomi left Sushiswap in the dust, I took a two week vacation from everything else in my life to act as support staff in Discord, create the first Sushi help docs, manage translators, help start a governance process and act as one of the first multisigs for Sushi; and I refused to take any $SUSHI as rewards or even hold any $SUSHI during my entire tenure as a multisig which was a huge opportunity cost, but I wanted to remove any risk of bias.

Most VCs wouldn’t get their hands dirty like that for no rewards? No.

Now am I a great VC?

No, probably not. While I’m an experienced operator and advisor for startups in fintech I’m still new to the VC world and so I probably don’t have the contacts, strategic overview and networks that other VCs do.

But, that’s a great litmus test.

If someone like me is willing to dive in, get involved, get their hands dirty and help solve real problems and fight to keep Sushi alive, then its reasonable to expect at least that kind of behavior and mentality from other VCs.

There are many VCs out there who bring vast networks, but also expertise in growing and scaling companies. Which is a really hard problem.

The thing people forget about Venture Capital, is that in most countries, its actually a subset of consulting/private equity and not just financial allocation.

The expectation is that VCs take money, invest it into startups in their area of expertise and help mentor them and foster their growth.

In turn, the startups get a leg up, and the VC builds experience in helping specific types of companies solve hard problems.

If you’ve ever been at the senior levels of a startup you know first hand the tremendous complexity involved. Now imagine one that is at the cutting edge of industry with technical, economic, political and legal challenges and scarce talent.

That’s why startups take money from VCs and not just generic capital.

#4 - Most people under estimate the cost of a startup at scale:

I also remember the first budget proposal I put forward in Sushi governance advocating to get a budget for 0xMaki to get paid.

People thought I was crazy with the kind of numbers I proposed. They balked at the idea of giving Maki $1M even though it was vested over a 3 year period.

We heard retorts that “a good price for developers was $85k” and that this would be a reasonable salary.

The reality is that outside of startup land, most people are unfamiliar with the actual costs that go into a startup, especially talent compensation.

Sushi is worth $1B - $3B depending on if you look at circulating or FDV.

Looking at publicly traded startups in that sector I think people would be shocked by the type of compensation costs that go into TAC.

Some examples:

Pluralsight:

  • Paid an avg of $500k - $1M in stock and options to non-employee directors
  • TAC for CEO was $58M ($226k base, $784k bonus, $18M ICU, $24M SA, $2M comp)
  • TAC for CFO was $13M
  • TAC for CRO $5M

Groupon:

  • Paid an average of $250k per board member.
  • TAC for CEO was $5.5M ($565k base, $600k bonus, $4M SA, $300K incentive)
  • TAC for former CEO was $27M (remaining stock awards over two years)
  • TAC for CFO was $5.6M ($547k base, $620k bonus, $3.9M stock, $590k incentive)

Fannie Mae:

  • TAC for President $3.5M
  • TAC for COO $2.7M
  • TAC for CFO $2.9M

Then we get on to the hiring of non-senior talent, especially developers which in this industry is insane.

It’s not unheard of for the TAC of developers to reach $400k - $1M when you factor in vesting stock and token grants.

Consider on glassdoor some of the following:

Robinhood:

  • Back End Developer $235k/year base pay before TAC
  • Product Manager - $251k/year base pay before TAC
  • Senior Software Engineer $221k/year base pay before TAC

Google:

  • Senior Director, Product management: $500k~ TAC
  • Director, Product Marketing management: $345k~ TAC
  • Senior Staff Software Engineer: $347k~ TAC
  • Senior Product Manager: $300k~ TAC
  • Senior Software Engineer: $211k~ TAC

Coinbase:

  • Senior Engineering Manager (Non-Solidity): $310k TAC
  • Engineering Manager (Non-Solidity): $230k TAC
  • Senior Software Engineer (Non-Solidity): $200k TAC

It’s entirely reasonable to expect that 2-4 senior level hires can cost a startup almost $1M/year in TAC.

Now most startups use stock compensation for a portion of that, but cash is still the vast majority of that proportion.

#5 - Users think that the discount is 30%

I think the ‘discount’ off of current price is framed wrong.

The 30% discount is off of buying the free floating 1/192M liquid asset today.

That’s not what investors would be buying.

Instead, they are locking up liquid cash, to buy a locked asset, that vests over time that is 1/228M

The dilution alone is 17.14% which is more than 56% of the discount.

Then we have to factor in the time value of money, to find out what the actual pay rate is:

(X * [1 + (20% / 1)] ^ (2 * 1)

Here the X is dollars, 20% is expected yield of a funds other opportunities (conservative), 1 compounding period, two year lock.

So on $250k, the conservative time value of that money is $350k.

The time value of the capital alone is a 33% price difference.

This is why some funds are arguing that the lock up discount should be closer to 50% because by the time you factor in 33% time value difference and 17% dilution exposure, then you are basically buying it at the current rate.

#6 - You probably can’t and shouldn’t sell any to the general community

While I believe in this ideologically, selling general users a locked up asset, which is issued by the DAO, for cash, in exchange for a future unlock of the asset, at a current discount is pretty much cookie-cutter for a securities offering no matter how you slice it.

Even if you were to put it into a contract like MISO or something to do the sale, this is existing property of the treasury being moved to facilitate this, while also being sold to VCs clearly as an investment.

There is no way that isn’t a security offering, and so it pretty much has to be to VCs for sake of an exempt offering.

It’s worth checking with more counsel on that, but, I have a tough time seeing that being viable.

I’m sure many of the community will fall back on the ‘decentralized’ and ‘its in a contract’ or ‘its a liquidity pool offering’ things, but, those really don’t hold up well and we know regulators are actively watching defi right now, you don’t want to involve yourselves in a time consuming and costly legal process even if you are in the right, because it would derail you.

So what would I propose?

My proposal:

A) Do the raise.

B) Maki should put forth a rough budget proposal. Not an itemized list but something that outlines:

  • How will the funds be farmed to generate income when idle.
  • What are the main challenges that Sushiswap is facing that these funds address?
  • What roles are expected to be hired with these funds over the next X years?
  • What products are these funds being allocated too? (i.e. how much of the hired or current team resources will focus on Kashi etc)
  • If any is spent on user acquisition, outline the tests and unit economics of those incentives (LTV, churn, etc.) even with LP incentives, Graph queries should be able to tell us if they create user stickiniess and volume long term or are just wasted funds.

This will help frame with the community why its important.

C) Making should put forth an outline of value-adds they’d want from VCs:

  • What are challenge points that Sushi wants support with?
  • What kind of roles does Sushi want to hire for in the next X years?
  • What is the current product roadmap and how can VCs help support you with partnerships that might enable that?
  • Are there areas of governance, product, promotion or regulation where you would want a more hands on group of VCs?

D) Extend the timeline to a 2 year total lock-up. The cliff might be fine, but the lock-up is too short.

E) Talk to portfolio companies invested in by the various VCs, prioritize funds where those companies say they’ve added clear value.

F) If no one from that fund can give you a super compelling answer, then you should also prioritize funds that are closed-ended VC funds instead of liquid hedge funds, and funds with smaller portfolios who can spend more time involved. (Obviously exceptions to both of these exist, for example I’m pretty sure Mulitcoin is technically a hedgefund but also one of the most helpful in the space)

G) Require each of the VC firms to give incremental public updates on Sushi’s spot in the market and their contribution or involvement. [Possibly even explore the ability to add a dilutive pentalty to their investment if they fail to do so]

H) Cut down the total amount you are raising, to $20M~ and then raise the rest from the more helpful VCs in another funding round 6-12 months from now, when you will better know which VCs are helpful and continue to be at a better valuation.

TL;DR of proposal:

  • 6 month cliff, 2-3 year vest
  • $20M raise, rest raised later, once value add is clear.
  • Clear budget plan for the allocation and requests of vcs.
  • VCs must give updates of involvement.
  • Prioritize funds that have actual capacity to help and/or experience doing so.
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Totally agree! One of the most misunderstood concepts in innovation management is why some projects and companies can bring their ideas to life and continue innovating, while in other projects and companies, good ideas get no traction and die. I remember listening to @OmakaseBar talking on the forum about why he thought opening a multichain expansion fund is important at this early stage because, even this early, we were facing bottleneck issues while expanding across different EVM’s. There is no point in just moving fast, traction is as important as pace. Planning such key points in advance is the way. To innovate, grow and scale, we need a clearer vision.

I think @AdamSCochran nailed this one! We need to know our strengths and weakness. Identifying all these key variables from acquisition cost to creating different models and pinpointing what we lack currently. The team and community should “clearly” know what they want in return from these VCs. VC’s should focus on pitching what resources they can bring forward from this list.

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It seems to me that the VCs should buy Sushi at market price and then implement all of their great ideas.

This will cause the value of Sushi to go up and they will be rewarded for their efforts.

There is no need for any contract.
They are welcome to join our existing open community and reap the benefits of doing so.

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This means that the Sushi team treasury isn’t getting the funds, which is the exact point of the fundraise is to give the team liquidity against the treasury for scaling and growing the team and protocol.

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If the Sushi treasury needs Fiat they should sell at full price on the market; not at a discount.

The temporary drop in price would very quickly be reset.

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Pretty sure the treasury doesn’t urgently need money.
Sushi needs to:

  1. diversify
  2. find research partners

By the way I think you pretty much nailed it Adam! It’s great to see you back in this forum.

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