• Securities law risk

• Tax compliance risk

• Sanctions compliance risk

While we acknowledge that a reserve price on new memberships could potentially be detrimental to the DAO, the long-term consequences of a reserve price are ultimately unknown. It is our belief that veto use should not be based on speculation about future possible outcomes, but rather on the DUNA bylaws which were established in Proposal 727.

Under Section 2.2(c) of the Bylaws, veto authority is limited to extraordinary circumstances involving material legal or existential risk. After careful consideration, we determined that a change to the reserve price alone does not meet the threshold of “extraordinary circumstances,” nor does it, on its own, introduce material legal or existential risks to the DAO in its present form.

This conclusion applies to this proposal in isolation and should not be interpreted as an assessment of broader governance patterns or future proposals.  Members are expected to continue to operate in good faith and in alignment with the DAO’s nonprofit purpose as set out by the DUNA Bylaws. We remain mindful that future proposals could cross these thresholds and we will continue to monitor them closely.

Sincerely,

DUNA Administrators

Below is a summary of updates across the Nouns.wtf platform, service providers, and general DUNA administration and operations.

Nouns.wtf Infrastructure Updates

Subgraphs

Recently, the original subgraphs powering Nouns.wtf (both Mainnet and Sepolia) unexpectedly went offline. These subgraphs are critical infrastructure that power many features of the Nouns ecosystem.

Additionally, the propdates subgraph 404'd, which took down propdates.wtf.

To address this:

• Replacement subgraphs were deployed for both Mainnet and Sepolia.

• A replacement service and new subgraph were deployed at: https://propdates.nouns.wtf

These updates restore the data indexing required for proposals, governance tracking, and related services.

Transaction Encoding

Fixes were deployed to resolve transaction encoding errors that occasionally occurred when users submitted proposals or candidates.

Additionally, Etherscan API calls for submitting custom transactions were upgraded due to the deprecation of previous version of the API.

Candidate Page Improvements

The Candidates page received several optimizations aimed at improving responsiveness and reducing unnecessary load.

Changes include:

• Previously, the page fetched all candidates on initial load, the page now uses lazy loading with a smaller initial batch

• Cancelled candidates are no longer displayed

• A UI bug was fixed where a proposer holding enough Nouns to propose could trigger incorrect behavior

Cost Reductions

A review of the Nouns.wtf infrastructure stack resulted in cost savings of nearly 50%.

• Previous Annual Cost - Approximately $2,034.36/year

• New Projected Annual Cost - Approximately $1,126.16/year

Key Changes

• Railway and Vercel services were cancelled

• Netlify costs reduced to $66 annually (These costs are currently not paid from the DUNA wallet but will migrate shortly)

• ANKR RPC services remain usage-based, currently averaging about $75 per quarter

• New subgraphs are currently operating within free-tier limits, but this is subject to change

Accounting Provider Update

The DAO’s agreement with its current accounting provider concluded at the end of January. Throughout the past year the team evaluated multiple providers in preparation for this transition. Two options are currently under consideration:

New Provider Proposal

• $4,350/month

• $425/month pass-through tooling fee

• Total: $4,775/month ($57,300/year)

Counter Proposal

• $50,000/year

• Equivalent to approximately $4,166.67/month

A decision will be made after evaluating the cost, capabilities, and continuity considerations of both options.

KYC System Cost Reduction

We renegotiated KYC costs with our service provider.

• Previous Cost - $1,088.75/month

• New Cost - $250/month

This reduction preserves the same compliance flows and functionality while significantly lowering overhead. For context, a comparable provider would require at least $299/month for similar functionality.

Veto Structure

As discussed during the DUNA transition process, inactive Foundation members were removed from the veto multi-sig. This ensures the veto structure reflects the currently active administrative participants responsible for governance oversight.

Banking

OneSafe, the DAO’s neobank provider, recently switched card providers. During this transition:

• Card access has been temporarily unavailable

• Service is expected to be restored in March

Annual Renewals

The following administrative services renew in March:

• Registered Agent: $99/year

• Mail Forwarding: $99/year

Admin Proposal Note

Going forward, proposals submitted by admin.nounsduna.eth will be submitted either:

• directly through Nouns.wtf, or

• without a client ID

Final 2025 Financials Report

The report below serves as the DAO’s final financials package for 2025, presenting a complete summary of treasury activity, grant distributions, and administrative expenditures for the year.

Nouns DAO 2026 Financials

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http://docs.google.com

Public Documentation

Additional documentation has been made available in a public google drive.

Nouns DUNA - Google Drive

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https://drive.google.com

⌐◨-◨

That said, all numbers should be treated as provisional. We are currently exploring options for a new tax advisor and working through the finer details of our accounting to ensure that our reporting both reflects reality and positions the DAO to optimize its tax strategy moving forward. As this process continues, certain line items may be updated or reclassified.

Thank you for your patience as we refine these processes and continue to build toward stronger financial clarity and transparency for the DAO.

Nouns DAO Financial Reports

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This sheet will be updated monthly as we receive new data from our accountants. We typically receive the new data around 3 weeks after the month closes. To view the Google sheet directly, click here.

• Published a clear, step-by-step guide to the KYC verification process.

• Opened a new community Topic to encourage open discussion and questions from the broader Nouns ecosystem.

• Continued working closely with tax advisors to ensure compliant onboarding for the new DUNA entity.

• Collaborated with accountants to reconcile and clarify treasury and operational accounting details, and prepare financial reports.

• Refined Persona-based onboarding workflows based on community and user feedback for smoother experiences.

• Continued working with our selected banking service provider to establish offchain financial infrastructure. The DUNA entity structure has posed some challenges with banking partners, but we are inching closer to being accepted through our provider.

• Transferred nouns.eth to the treasury.

• We've been working in collaboration with Volky to set up some new infrastructure for nouns.wtf: Ankr is our new RPC as it accepts USDC onchain.

DUNA Discussion

Below are the questions we've received on our DUNA Discussion Topic on Camp. Please post more questions as they arise!

1. If a multisig is receiving a grant, does everyone on the multisig need to complete KYC?
No, not necessarily. If the funds are being distributed as compensation to multiple entities, each of those entities must complete KYC/KYB. For any portion of the funds allocated to project expenses, at least one entity must complete KYC/KYB to claim and manage those funds.

2. Are there plans to integrate an onchain KYCComplete flag or similar mechanism? Otherwise, wouldn't onchain actions make the KYC process moot since funds could be distributed regardless?
Yes, this was actually implemented into the Data Contract in the Proposal 747 upgrade. However, no governance clients currently support or display this information, so it hasn't been used for signaling in practice.

This observation is valid, the KYC process today happens entirely offchain, and admins have no ability to block onchain fund transfers. We collect KYC to ensure the DAO isn't liable for taxes on distributed funds, particularly when recipients are in the US or receiving larger grants. If a recipient were to receive funds and then refuse to complete KYC, there's currently no mechanism to prevent that, though this scenario hasn't occurred so far.

Adding a true compliance hold on distributions would require smart contract upgrades and audits. For now, we've avoided that complexity to keep our process lean, but it's something we'll continue to evaluate as time goes on.

3. Can we make the process clearer for proposers with more documentation and examples?
Yes, expanded documentation is in the works. We’re preparing an FAQ to cover more edge cases (multisigs, smart contracts, U.S. vs international, legal entities, etc.) and working on improving visual guides to help proposers understand the path that applies to them. The goal is to make it easier for proposers to plan ahead and avoid surprises after approval.

For now, our KYC guide is the most comprehensive resource: https://paragraph.com/@nouns/kyc-guide

4. Can a DAO with 100+ members receive a grant directly from Nouns DAO?
Yes. A large DAO can receive a grant, but the funds must be claimed by a designated entity or wallet controlled by one or more individuals who complete KYC/KYB. To satisfy compliance requirements, we also request a signed statement certifying that the grant is being accepted on behalf of the DAO and that the signer(s) have the authority to represent the DAO in this capacity.

Financial Reports

Below are the financial reports prepared by our accountants for public release.

What You’ll Need Before You Begin

Make sure you have the following ready:

• Government-issued photo ID (e.g. driver’s license, passport, etc)

• Wallet address that will receive proposal funds

• Email address you can be contacted at

• Tax documentation (e.g. W-9, W-8 BEN, or W-8 BEN-E - read below for more info)

Step 1: Start the Verification Process

You will receive a unique link to complete KYC via Persona.

• If you’ve used Persona before, click “I saved my ID with Persona” to resume.

• If this is your first time, click “Begin Verifying.”

Step 2: Enter Basic Information

On the first screen, provide the following:

• Project Name (name of your proposal)

• Wallet Address (must match the address receiving funds)

• Email Address (for contact and tax purposes)

Click Continue.

Step 3: Select Your Country

Use the dropdown to select your country of citizenship or residence, then click Continue.

Step 4: Submit a Photo ID

Select the type of ID you want to submit (e.g. Driver’s License or Passport).

You have two options:

• Use your webcam to take a photo

• Continue on your phone to complete the process more easily

Tip: Use a well-lit environment and ensure the image is clear and readable to avoid processing delays.

Step 5: Specify the Receiving Entity

You’ll be asked what type of entity is receiving the funds:

• If you're a U.S. individual or business entity, select U.S. Citizen or Entity

• If you're an international applicant, select the appropriate type: Non-U.S. Individual or Non-U.S. Entity

Step 6: Upload Tax Documentation

You can upload your tax form now, or click “Send me an email to do this later” if you need time to gather your documents.

Depending on your status, submit the appropriate IRS form:

The links above are also provided in the workflow, please navigate to them to access official IRS instructions and form downloads.

Once completed, upload a clear photo or scan of your filled-out form.

Step 7: Review & Submit

After uploading your tax document:

• Add additional pages if necessary

• Click Submit

Persona will process your submission. If everything is in order, you're done.

Common Issues to Watch Out For

• Blurry or dark ID photos can delay or prevent verification

• Submitting the wrong IRS form could require resubmission

• If the name on your ID and tax form do not match, verification may fail

Conclusion

We hope this guide makes the KYC process straightforward and accessible for all proposal authors. If anything is unclear or could be improved, we welcome your feedback. Join the conversation in the DUNA topic on Camp, or reach out via direct message if you prefer to connect privately.

Stay nounish,
Index and Satori
Compliance Administrators ⌐◨-◨

• Established DUNA Treasury Wallet: 0xb5541C48a1BB2Cb0d65ebEDE98ABD21CE1213555

• Registered Virtual Office in Wyoming for legal correspondence

• Obtained EIN for Nouns DAO

• Fully onboarded and set up KYC and tax info collection with Persona

• Currently working with governance clients to integrate Persona workflows into proposal UX

• Ongoing conversations with potential banking partners – we believe we’ve found a strong fit

• Provided Volky with Github access per Proposal 773

• Delegated X account to Dusk per Proposal 778

Transfer of Assets Update

Following the wind-down of the Foundation, the following assets were transferred to the DUNA:

• Domain name: nouns.wtf (renewed until June 4, 2026)

• X Account: @nounsdao

• GitHub: https://github.com/nounsDAO

The Foundation multi-sig (foundation.nouns.eth) performed the following transactions:

• Returned 200,000 USDC to the DAO Treasury as per Proposals 728 and 729

• Transferred to the DUNA Treasury multi-sig:

  • nouns.eth

  • 311,167 USDC

  • 63.80466 ETH

  • 0.42246 wETH

Community Feedback and Discussion

Please provide your thoughts and comments on the subjects below in the linked topic.

• Topic - Activating Social Channels

• Topic - How should we manage DUNA admin selection?

• Topic - Nouns.wtf Refresh

• Topic - Add All Approved Clients to Nouns.wtf

• Topic - Nouns Software Checkup

A solid foundation is in place, and we’re just getting started. Your engagement helps steer where we go next, so please don’t hesitate to share your thoughts. More to come soon.

Since stepping into the role, we’ve made significant progress in establishing key infrastructure and workflows to support DAO compliance and administrative operations. Here’s what we’ve accomplished so far:

Legal and Compliance

• Onboarded with legal, tax, and accounting consultants to ensure best practices in compliance and operational setup.

• Upgraded the data contract to support admin communications and compliance signaling.

• Explored KYC solutions to determine the best service providers for our needs.

Finances

• Initiated banking and exchange services, including opening a Coinbase account and exploring traditional banking options.

• Topped up the USDC payer contract to ensure continued smooth transactions.

• Collaborated with two Nouners to facilitate the return of 93,456.979999 USDC for uncompleted work in the Nouns x Farcaster client round (498.wtf).

Communications

• Secured Paragraph.xyz/@nouns as a dedicated hub for compliance-related updates and DAO communications.

• Established a multisig to facilitate secure administrator communications (admin.nounsduna.eth).

• Set the admin address in the data contract to our communications multisig.

• Engaging with governance clients to integrate compliance communications and explore the implementation of KYC into proposal process flows (Camp, Probe).

We are very excited about the progress we are making as we lay the foundation for the future of Nouns. Stay tuned for further updates!