AGV Wind-Down: Structured Transition & Return of Capital to the DAO Treasury

Abstract

Co-authors: AGV Team, OpCo Team, Arbitrum Foundation & OAT

This proposal seeks DAO approval for AGV to cease forward investment activity and return surplus capital to the DAO treasury for redeployment. Following a broader review of the Arbitrum ecosystem, the OAT, AGV, and other relevant stakeholders have determined that continuing to operate AGV as a consumer- and gaming-focused venture platform is no longer aligned with the DAO's current priorities. Accordingly, AGV's scope will be narrowed to focus exclusively on managing and maximising the value of the existing portfolio, including selective follow-on investments. Its grant program and any new capital investments outside the portfolio will be sunset.

Under this proposal, ~143.7 million ARB currently held for the AGV program out of the 225.0 million originally allocated will be returned to the DAO treasury. Remaining assets will be reviewed to support the existing portfolio, maintain follow-on reserves, satisfy outstanding obligations, and fund ongoing portfolio management through the end of 2026. Any surplus capital will also be returned to the DAO treasury.

To execute this, the proposal tasks the Arbitrum OpCo Foundation (under the oversight of the OAT) to effectuate the formal wind-down and associated activities, including acting in place of the current GCP Council. The specific authority being delegated to OpCo for this purpose is set out in the Delegated Authority & Powers section below.

The AGV entity will remain operational through the end of 2026 under a reduced operating model focused solely on portfolio management, reporting, and capital preservation. During the wind-down process, the OpCo, with support from AGV team members, will review the best long-term structure to house the existing investments.

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Motivation

Over the past several years, Arbitrum has established itself as one of the leading blockchain ecosystems, built on a strong community, differentiated technology, and a long-term commitment to web3 infrastructure. Arbitrum Gaming Ventures (AGV) was created to support that ecosystem through an industry-focused venture program, backing companies across verticals that could generate value for the DAO.

Since its inception, the team has operated with rigorous diligence, prudent capital deployment, and close coordination with key stakeholders. We remain confident in the long-term potential of gaming and consumer applications on Arbitrum and expect these sectors to continue playing an important role in the ecosystem.

Following a review of current market conditions and the DAO's evolving strategic priorities, the AGV Team, Arbitrum OpCo (including the OAT), and the Arbitrum Foundation have aligned on a proposal to formally wind down AGV.

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Rationale

A structured wind-down preserves the most value for the DAO. Existing portfolio companies will continue receiving support, follow-on reserves will be maintained for high-performing positions, and undeployed capital will be returned to the DAO treasury. This approach reflects the same commitment to responsible stewardship that has guided AGV's operations from the start.

Appointing OpCo to coordinate the wind-down with the independent directors and input from the current AGV GM (Michael Chang), rather than leaving it to the existing AGV structure or transferring it elsewhere, serves two purposes:

1. It ensures that a full-time operations team, including the DAO-appointed OAT and any other service providers or AAEs engaged as part of the wind-down process, is responsible for coordinating and overseeing the operational, legal, and financial aspects of the wind-down in collaboration with the AGV Directors.
2. It empowers the AGV Team to transition to new opportunities while remaining available to support portfolio-related matters during the process, including supporting the teams on a regular cadence and providing input on how to allocate reserve funds for high-performing positions.

Delegating the relevant tokenholder rights to OpCo is the mechanism that makes an orderly wind-down executable. It is not intended to replace the rights of tokenholders, but to enable OpCo to effectuate those rights during the wind-down process while minimising ongoing operational expense to the DAO.

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Specifications

Financials & Capital Return

• 86.18 million ARB remain in the possession of the Arbitrum Foundation since the last transfer to AGV on 29th January 2026. The AF will return this ARB to the DAO treasury.
• 57.50 million ARB remains in AGV and will be returned to the DAO treasury.
• $12.8 million USD of liquid fiat and stablecoin assets remain in AGV to be reallocated after allowing for capital retained to support portfolio management, operational expenses, follow-on investments and other ongoing requirements in 2026 and future years. An initial $7 million USD and any future surplus will be reallocated towards DAO-approved treasury programs (Link).
• $10 million has been deployed and remains invested across 15 opportunities. These investments remain illiquid and will be managed in accordance with the proposal below.

The retained capital will be used exclusively to:

• Support selective follow-on participation in existing portfolio companies
• Manage and oversee the existing portfolio
• Maintain the AGV entity in good standing through the end of 2026 and beyond (if necessary)
• Satisfy any outstanding obligations associated with the portfolio and entity operations

Any assets determined to be surplus to these requirements will be returned to DAO treasury programs within a reasonable time.

Continued Portfolio Management

AGV has already ceased making new investments; its remaining activities will be limited to portfolio management, information transfer, and the orderly completion of the wind-down process. No capital will be deployed outside of the previously committed obligations and approved follow-on participation within the existing portfolio.

OpCo will oversee continued management of the existing portfolio:

• The AGV investment team will participate on the investment committee for any follow-on funding, with the OAT serving as oversight in a manner similar to the current AGV Council.
• The AGV investment team and OpCo will support existing portfolio companies to preserve and maximise future value.
• Authorise follow-on reserves and evaluate liquidity opportunities.
• Assess whether AGV's existing entity should be maintained or whether its investment portfolio should be transferred to another Arbitrum Aligned Entity, after taking feedback from relevant stakeholders, including the AGV investment team and proposed participating AAEs.
• Supporting reporting and oversight responsibilities to the DAO.

The primary objective of this process will be to maximise long-term value realisation for the DAO while minimising ongoing operational expenses. Given the long-duration nature of venture investments, any future structure will be designed to provide appropriate portfolio oversight and value realisation over the life of the remaining portfolio.

All follow-on investments for existing portfolio companies will be evaluated against criteria including:

• Portfolio company performance and traction
• Preservation of ownership and risk-adjusted return potential
• Strategic relevance to the Arbitrum ecosystem
• Available reserve capital

OpCo intends to draw on the experience of AGV's investment team to support the portfolio through the transition. OpCo will determine the structure of any ongoing involvement in consultation with the team. Final decision-making authority on portfolio matters rests with OpCo, informed by input from the AGV investment team, OAT, and other advisors as appropriate.

Governance Transition

We would like to take this opportunity to thank all members of the AGV Council for their work to date. To effectively implement this proposal, the current AGV Council members' term will end concurrent with the passing of this proposal by the DAO; they will immediately retire from council governance responsibilities, but are offered terms until July 31, 2026, to support transition and completion of handover formalities.

A new GCP entity governance structure, including GCP Council composition, will be implemented at the direction of OpCo, with input from the current GCP GM and OAT. Any use of reserves for operations or to protect and further support existing investment positions will be subject to the procedures established in this proposal.

GCP Foundation Directors remain independent and shall apply their own best judgment in good faith as they exercise their fiduciary responsibility to the Foundation.

Note: The terms GCP and AGV are used interchangeably in this proposal and should be interpreted as referring to the same entity. GCP reflects the Cayman foundation company; AGV is the operating nomenclature.

Transparency & Reporting

OpCo will continue to provide periodic reporting to the DAO and relevant ecosystem stakeholders. The Arbitrum OpCo Foundation will provide material updates to the DAO as transition planning progresses and as any updates regarding future governance of the assets are developed.

Delegated Authority & Powers

To effectuate the wind-down described above, this proposal appoints the Arbitrum OpCo Foundation (including the OAT) to coordinate with the AGV Directors and input from the current AGV GM (Michael Chang), and authorises it to access all confidential information and legal agreements necessary to carry out the wind-down process. OpCo will direct the wind-down and approve all expenses to be used by the entity, and the AGV Directors will use all best efforts to implement the wishes of this proposal.

All corporate documents (including bylaws) will be amended to delegate tokenholder authority under the GCP Bylaws to the Arbitrum OpCo Foundation such that the Arbitrum OpCo Foundation will have the ability to implement and effectuate the rights afforded to tokenholders on their behalf, for the purpose of effectuating the ongoing operations and wind-down, including (but not limited to):

• Appointment and removal of GCP Council Members
• Providing consent to any proposed changes to these Bylaws which amend or remove the rights of Tokenholders under these Bylaws
• Providing consent to any proposed changes to the Foundation Articles which amend or remove the rights of Tokenholders under the Foundation Articles
• Instructing the Foundation Directors to wind up and/or dissolve the Foundation in accordance with the Foundation Articles
• Approving any other action in accordance with the Foundation Articles and the Bylaws

This delegation is instrumental, not a standalone transfer of tokenholder rights: it enables OpCo to effectuate the existing rights of tokenholders during the wind-down process. Further, the Arbitrum OpCo Foundation shall also be delegated all rights, powers, authorities, and responsibilities vested in the GCP Council under the Bylaws.

For the avoidance of doubt, the DAO authorises the Arbitrum OpCo Foundation to take all actions reasonably necessary to ensure an orderly and stable wind-down that protects the DAO's investment and serves the interests of relevant stakeholders, including undertaking any unanticipated steps, tasks, or approvals that could not reasonably have been foreseen at the time of this proposal.

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Voting Options

Option	Description
Option A — For	Approve the AGV wind-down, transition plan, return of capital, and delegation of authority as described.
Option B — Against	Do not approve. AGV continues operating under its current mandate.
Option C — Abstain	No position.

The proposal to wind down the AGV entity will follow a non-constitutional temperature-check structure without quorum requirements, as defined in the AGV’s bylaws document (3a.V & 3a.VI).