Founding Offering

The founding shareholder subscription is conducted by GenesisBond, a standalone contract separate from the standard Primary Offerings (bond sales). It is the single switch that turns the protocol on: nothing — not the dividend program, not the fee schedule, not the Buyback Program — exists as a live market until the offering finalizes.

This is a deliberately small opening of the register. Founding Shareholders (genesis bonders) are the first cohort on the fund's books; the terms below are complete, and this page is the single source of offering numbers — the fund's landing page and other materials describe the offering but do not print terms. If a number about the offering isn't on this page, it isn't a term.

1. Terms of the offering†

† Preliminary. Values are named protocol constants, tunable once before mainnet deployment and immutable afterward — no owner function can revise them post-deploy. The deployed values are the binding terms; this page is regenerated against them at launch.

Outcomes at the deadline:

• Raise ≥ 15,000 USDG → finalize() proceeds with actual proceeds. All splits, liquidity seeding, and backing math are ratio-based, not cap-based — the fund's day-one NAV (backing per token) is the same at 15,000 as at 50,000 (see §4).
• Raise < 15,000 USDG → the offering fails. Refunds are pull-based: each wallet reclaims its own USDG from the contract, and the protocol never starts.

2. The share certificate

Every purchaser is recorded in the on-chain founding shareholder register — address, amount, timestamp — and receives a soulbound (non-transferable) ERC-721 "share certificate", minted at purchase, whose metadata records the bond amount, timestamp, and shareholder number. The certificate lives in its own minimal contract; a certificate mint failure can never block a purchase (the subscription and register entry always land).

No perk is promised in code at launch. The certificate preserves the cohort; it does not encumber the fund.

3. finalize() — one transaction, everything at once

When the cap is hit (or the 7-day window closes with at least the minimum raise), anyone may call finalize(). Atomically, it:

1. Sends 70% of proceeds (TREASURY_SPLIT_BPS = 7000) to the Treasury, which deposits per the Morpho policy (Treasury & NAV).
2. Pairs the remaining ~30% of USDG with newly minted NET priced at 3 USDG and seeds the canonical Uniswap v2 NET/USDG pool as protocol-owned liquidity (POL). This pool is the canonical pair for the TWAP, the fee mapping, and both sides of the market-making program. The LP tokens are held by the Treasury.
3. Enables the Shareholder Dividend Program (staking), the standard Primary Offerings (USDG reserve bonds and NET/USDG v2 LP bonds), and the trading fee (registers the canonical pair in the fee mapping).
4. Starts the 30-day pTEAM vesting clock — which is also the clock that decays the trading-fee split from 4% team / 1% treasury to 0% team / 5% treasury (Management Compensation).

There is no partial-enable path. Before finalize(), none of it; after, all of it.

4. Day-one NAV, shown long-hand

Because finalize() splits actual proceeds R by ratio — 0.7R to the treasury, 0.3R of USDG plus 0.3R ÷ 3 newly minted NET to the pool — day-one NAV is independent of the raise size. With protocol-owned liquidity valued at the binding 2·sqrt(x·y) convention:

NAV at close = (0.7R + 2·√(0.3R × 0.1R)) / (13R/30)
             = (0.7 + 2·√0.03) × 30/13
             ≈ 2.4148 USDG        — for any raise ≥ the 15,000 minimum

Worked example with the cap fully subscribed:

Raised:                50,000 USDG
NET sold to founders:  50,000 / 3         ≈ 16,667 NET   (5-day vest)
To Treasury (70%):     35,000 USDG         → Morpho per policy
To POL (30%):          15,000 USDG   +  15,000/3 = 5,000 NET minted for LP

totalSupply           ≈ 16,667 + 5,000   ≈ 21,667 NET
rfvOfPOL              = 2·√(15,000 × 5,000) ≈ 17,321 USDG
RFV backing           = 35,000 + 17,321  ≈ 52,321 USDG
NAV (backing/token)   ≈ 52,321 / 21,667  ≈ 2.4148  →  **~2.41 USDG**

The POL valuation follows the fund's standing rule — treasury-owned NET is valued at its 1 USDG floor, never at market price (2·sqrt(x·y) per LP share; see Treasury & NAV).

Every Founding Shareholder pays 3 USDG for a token backed at ~2.41 USDG — a ~1.24× premium at close. We print this because transparency about the day-one premium is a feature of the fund, not a leak. Two consequences worth having in hand:

• 1.24× is below the 1.75× full-dividend threshold, so the Distributor opens at a partial rate: P ≈ 3 / 2.41 ≈ 1.24 → rate ≈ 0.45% × (0.24 / 0.75) ≈ 0.15% per epoch (≈ 0.44%/day) if price holds at the offering level. See the price→APY table.
• The premium is the price of founding a fully-reserved fund: 100% of your subscription lands in the treasury's backing (70% reserves, 30% into fund-owned liquidity), and the 1 USDG floor holds from the first block.

As-implemented figure. The on-chain reading at close sits slightly below the idealized 2.41 because RFV applies the 2% haircut to the Morpho-deployed share of reserves: with the treasury share deployed to the full 70% Morpho cap, NAV at close reads ≈ 2.39 USDG (35,000 × [30% + 70% × 0.98] + 17,321, over 21,667 NET). The live figure is read from the Treasury contract and displayed in the shareholder terminal; between 2.39 and 2.41 is arithmetic, not drift.

5. On the size of the pool

At this offering size, the fund-owned pool opens at roughly 15,000 USDG and 5,000 NET a side — deliberately thin. Small trades will move the price more than founders may be used to on deeper venues; the protocol's own operations are protected by on-chain TWAP-deviation and clip-size bounds, but your entries and exits are not. This is a disclosed property of a lowkey raise, not a malfunction; the full statement is in Risk Factors.

6. Sequence of events

deploy → subscription opens (USDG in, register + certificates written)
      → cap hit / day 7 with ≥ 15,000 → finalize()  [atomic: 70/30 split,
        POL seeded, dividends + offerings + fee enabled, pTEAM clock starts]
      → day 7 with < 15,000 → offering fails; pull-based refunds
      → days 0–5 after finalize: founding NET vests linearly, claimable
      → day 30: pTEAM fully vested; fee split reaches 0%/5%, permanently

For the click-by-click version, see the Founding Shareholder Guide.