The Bridge Across: ACX Token-to-Equity Exchange & Buyout Proposal

Author: Hart Lambur Status: Proposed Related Discussions: The Bridge Across Temperature Check

Summary:

This proposal seeks approval to transition Across Protocol from a token-based DAO structure to a U.S. C corporation ("AcrossCo"). AcrossCo would become the new operating entity, holding all protocol IP and managing development, partnerships, and commercialization.

ACX token holders would be offered two paths forward:

1. Equity Exchange: Exchange ACX tokens for equity exposure in AcrossCo at a 1:1 ownership ratio.

2. Token Buyout: Sell ACX tokens for USDC at a price of $0.04375 per token (a 25% premium to the previous 30-day average trading price from when this proposal was first posted on the Across forum).

This proposal follows a community temperature check and open discussion period. Nothing proceeds unless this proposal passes.

Motivation:

The Risk Labs team has been building Across Protocol for over four years. During that time, the team invented the crosschain "intents" architecture, made two-second bridging an industry standard, and secured partnerships with leading projects and institutions across the ecosystem.

Risk Labs has remained token-purist throughout this journey: no private company, only foundation-managed operations, and everything built in public.

However, as Across deepens its work with institutional and enterprise partners, the token and DAO structure has materially impacted the team's ability to close partnerships and integrations. A traditional legal entity would meaningfully improve Across's ability to enter enforceable contracts, structure revenue agreements, and deliver more value to stakeholders.

The proposed structure creates an opportunity to foster growth while acting in the best interests of the broader Across community. This proposal is about aligning ownership, incentives, and governance to set a new foundation for growth and success.

Specification:

1. Formation of AcrossCo

A newly formed U.S. C corporation ("AcrossCo") would become the operating entity for Across Protocol. AcrossCo would hold all protocol IP and manage development, partnerships, and commercialization going forward.

2. Equity Exchange

All equity exchanges occur at a 1:1 ownership ratio: if you hold 1,000 ACX tokens, you would exchange for 1,000 shares (or equivalent units in the case of the SPV) in AcrossCo. All token holders (institutional investors, employees, and everyday holders) are treated equally.

Direct equity conversion: Holders above a certain threshold (currently targeting ~5M ACX) may exchange directly to AcrossCo equity.

SPV-based conversion: Holders below this threshold may exchange for equity via a no-fee Special Purpose Vehicle (SPV) structure, subject to a minimum exchange size for legal and administrative practicalities, currently targeting approximately 250,000 ACX (~$10,000).

Our aim is to make both thresholds as inclusive as possible for the ACX holder base, and we will adjust accordingly.

Legal requirements: U.S. securities laws limit SPV participation to the first 100 U.S. investors and approximately 500 non-U.S. investors. U.S. participants must verify their status as accredited investors to participate. Those interested in the equity exchange will need to complete standard KYC processes, and will receive standard disclosures and terms.

3. Token Buyout

Holders who choose not to participate in the equity exchange will be offered the opportunity to sell ACX for USDC at a price of $0.04375 per token, representing a 25% premium to the previous 30-day average trading price from when this proposal was first posted on the Across forum.

The buyout window will remain open for up to 6 months, anticipated to begin within 3 months of this proposal passing.

What Changes (and What Doesn't):

Across Protocol will continue operating without interruption. If this proposal passes, a transition period will occur during which ACX tokens are purchased from eligible holders. AcrossCo will then operate with institutional clarity and a new path for long-term success.

The protocol infrastructure, bridging services, and existing integrations remain fully functional throughout and beyond the transition. The DAO itself would wind down if this proposal passes.

Rationale:

This proposal follows months of internal legal and regulatory review. The goal is to offer ACX holders two distinct paths forward, while clearing a path for the continued growth of Across Protocol. The transition is designed to maintain integrity toward the protocol, team, community, and all stakeholders.

This sets a precedent for how protocols can evolve beyond token structures to build lasting infrastructure.

Voting Options:

To ensure transparency, Risk Labs will not use any tokens in its custody to vote on this proposal. Team members may individually vote in favor of or against this proposal with ACX tokens in their personal custody, meaning only tokens that have been fully vested and exercised, or otherwise personally obtained (any unvested or unexercised tokens are excluded).

• For: Approve the formation of AcrossCo, the ACX-to-equity exchange program, the token buyout at $0.04375 per ACX, and the wind down of the Across DAO.
• Against: Reject the proposal. Across Protocol continues operating under its current token and DAO structure.
• Abstain: Signal participation in governance without endorsing or opposing the proposal.