[EP 6.14] [Social] Proposal to form the OpenBox Investment Committee

Abstract

This social proposal seeks to authorize the formation of the OpenBox Investment Committee, a temporary committee tasked with evaluating a potential $5 million equity investment by the ENS DAO into OpenBox Inc. The proposal does not commit the DAO to any investment. Instead, it empowers a select group—including ENS Foundation directors, DAO delegates, and an ENS Labs observer—to conduct due diligence, assess the proposal, and deliver a formal recommendation to the DAO.

If the committee recommends proceeding, a separate executable proposal would be submitted for DAO approval prior to any transfer of funds.

As a general precedent, the ENS DAO is not focused on venture style investment, but utilizing the DAO treasury for an investment with the right strategic importance aligns with the DAO constitution.

Background

OpenBox Inc. is a new venture led by Intercap, the technology investment firm behind projects like my.inc, my.box, and 3DNS. The company is developing the Open Domain Protocol (ODP), a registry infrastructure that enables DNS top-level domains to integrate natively with ENS, making them fully compatible with Ethereum wallets, dapps, and web3 identity tools.

To support this effort, OpenBox has invited the ENS DAO to invest $5 million over five years in exchange for a 10% equity stake. This would be the DAO's first equity investment in a for-profit entity and is designed to align the ENS ecosystem with upcoming opportunities in the 2026 ICANN gTLD application round—where control of new top-level domains will shape the next generation of naming on the internet.

Motivation

The 2026 ICANN gTLD application round presents a rare and time-sensitive opportunity for ENS to extend its influence and establish itself as the naming standard across both web2 and web3. Competing protocols are already pursuing registry partnerships that could fragment the ecosystem and undermine ENS's leadership.

OpenBox offers a credible path for ENS to participate in this next wave of naming infrastructure—while maintaining alignment with its mission. However, because this would mark the DAO's first equity investment, it is essential to approach the opportunity with rigor and transparency.

This proposal creates a structured, time-bound process to evaluate the deal responsibly while preserving the ability to act quickly if the opportunity proves sound.

Specification

Authorization

If passed, this proposal authorizes the formation of the OpenBox Investment Committee consisting of:

1. The three ENS Foundation directors
   • Nick.eth
   • Avsa.eth
   • Validator.eth
2. Two delegates appointed by the Meta-Governance working group
   • Coltron.eth
   • Clowes.eth
3. One representative from ENS Labs (non-voting observer)
   • Katherine.eth
4. Legal Counsel (non-voting consultant)
   • To be retained and managed by Alex Urbelis

Confidentiality

The OpenBox Investment Committee may enter into a standard Non-Disclosure Agreement (NDA) with Intercap & OpenBox Inc. to facilitate access to sensitive business, legal, or technical information. While this may limit the public disclosure of certain details, the Committee remains responsible for providing the DAO with sufficient transparency to make an informed decision—balancing confidentiality obligations with the need for DAO accountability.

Scope of Activities

Review and validate terms of a potential investment to ensure they are commercially reasonable and appropriate for a minority investor, including:

• Shareholder rights and protections (e.g., information rights, protective provisions, tag-along rights)
• Board participation
• Use of proceeds (to confirm alignment between capital deployment and DAO priorities)
• Reporting obligations (e.g., cadence and format of updates from management)
• Monetization and value realization (e.g., liquidity and dividend mechanics)
• Open Source Commitments (an agreed to understanding of what components will be fully open source software)

Conduct initial due diligence, including but not limited to:

• Underlying business model
• Legal structure and corporate governance
• Technical evaluation of the Open Domain Protocol (ODP)
• Reference checks on key personnel
• Analysis of the team's track record and relevant experience

Provide regular updates to the Meta-Governance working group by having a designated representative attend weekly calls and report on the status and progress of the investment process.

Draft recommendation in the form of an Investment Memo that details the following:

1. Due Diligence Summary
   1. Assess the OpenBox business model, team, legal structure, and strategic alignment with ENS DAO goals.
   2. Summarize findings in a transparent and digestible format for delegates.
2. DAO Fit Assessment
   1. Clarify the legal, operational, and reputational implications of the Foundation holding an equity stake.
   2. Evaluate the DAO's ability to participate meaningfully and manage the investment over time.
3. Deal Terms Review
   1. Evaluate whether the proposed terms are commercially reasonable given the structure and circumstances of the deal.
   2. Ensure the terms are broadly fair, protect the DAO's interests, and align with standard market practices for minority investments.
4. Recommendation Report
   1. Deliver a clear "Go / No-Go" recommendation based on the committee's findings.
   2. If recommending to proceed, outline the next steps for finalizing the investment, including follow-on proposals to authorize the signing of definitive agreements and the transfer of funds.

Expenses

It is expected that the OpenBox Investment Committee may incur reasonable expenses in the course of its work. These expenses will be eligible for reimbursement through the existing Meta-Governance working group budget, subject to standard approval processes.

Limitations

This proposal is strictly exploratory and carries the following constraints:

• It does not commit the DAO to any investment decision.
• It does not authorize the transfer of any funds.
• It automatically expires 120 days after passage, unless extended by another Social Proposal to the full ENS DAO.
• It may be terminated by either party at any time with 15 days' written notice.

Success Criteria

For this social proposal to pass, the following quorum and voting requirements must be met:

Quorum: The proposal must receive a minimum of 1% of the total supply of $ENS (1 million votes) in the form of "For" and "Abstain" votes combined. "Against" votes do not count towards quorum.

Approval: Once the quorum is reached, the proposal requires a simple majority (>50%) of "For" votes among the "For" and "Against" votes to pass. "Abstain" votes do not count towards the approval calculation.

Next Steps

If this proposal passes:

1. The OpenBox Investment Committee will be appointed within 7 days.
2. The group will engage with Intercap to define the investment process and timeline.
3. As materials are shared, the group will begin reviewing the investment opportunity.
4. Regular updates will be provided through Meta-Governance Working Group calls.
5. A formal Investment Memo and recommendation will be submitted to the DAO within the evaluation window.