What is Bedrock?
In today's Internet Capital Markets, tokens and equity are structurally disconnected. A founder can launch a token, raise capital, build a company, and then sell the company or extract value through equity.
The Bedrock framework is permissionless, standardised, founder-friendly legal infrastructure built to integrate with existing launchpads to address this problem. This is achieved by placing an independent party, the Bedrock Foundation, with enforceable legal rights and a permanent seat on the cap table of every project that opts into Bedrock. While founders retain a minimum of 70% equity and full operational control, the Foundation holds preference equity and a golden share to ensure that acquisitions, asset sales, and equity-level events cannot proceed without engaging its rights as a shareholder.
In practical terms, this means a founder cannot sell the company, extract value through equity, or dispose of key assets without engaging the Foundation's shareholder rights. The Foundation's preference equity and golden share are embedded in the company's constitutional documents. They cannot be removed or overridden by the founder. The Foundation's equity position is governed by a constitutional buyout mechanism and can only be transacted under strict conditions.
The following describes the mechanics of a Bedrock launch.
The Bedrock legal infrastructure only activates upon successful incorporation, and is wholly decoupled from the token launch process. Holding tokens from a project that has opted into the Bedrock framework confers zero equity rights.
For the purposes of enforcement, structural defence, and litigation support, the Foundation maintains an enforcement fund of up to US$2M.
The Foundation will exercise its shareholder rights in the event of fraud, misappropriation, or unauthorised value extraction. It will not intervene in the day-to-day operations of a project, nor will it take action against a founder operating in good faith. Bedrock protects against bad actors, not against failure.
Bedrock is a permissionless framework. It does not endorse the commercial viability of any project that opts in.
Equity & Takeover Mechanics
Equity Allocation
Bedrock equity allocation is variable. The founder determines the percentage of preference equity allocated to Bedrock, within the following bounds:
Acquiring the Foundation's Equity
The Bedrock Foundation provides a standing invitation to treat for the preference equity held in the project company. The Foundation's preference equity can be acquired by any party that holds 100% of the project's total token supply. This is structured as a Sale & Purchase Agreement, where the Foundation retains discretion over whether to proceed with any individual transaction. The counterparty must also qualify as an accredited investor and pass KYC/AML/CTF checks.
\u201cA standing invitation to treat\u201d: An expression of willingness to negotiate, not a binding commitment to sell.
Token Takeover Mechanism
Acquiring 100% of a token’s supply on the open market is practically difficult. Bedrock includes a constitutional buyout mechanism built into each project company’s governing documents. This mechanism is modelled on public company mandatory bid and takeover codes.
Any person who can demonstrate ownership of 30% or more of the project’s total token supply may trigger a mandatory buyout of the remaining tokens.
The buyout price is calculated as:
(100% − % of tokens surrendered) x Token Total Supply x (7-day backward-looking TWAP x 1.30)
The acquirer surrenders their tokens and pays the calculated amount to purchase the remaining token supply. Upon completion, Bedrock transfers the preference equity held in the project entity to the acquirer.
For founders
If the token price trades very low, the founder can buy back the equity by acquiring the token supply at market prices. This provides an offramp from the Bedrock structure if desired.
For acquirers
The buyout mechanism provides a clear, market-priced path to consolidate both the token and the Foundation's equity position.
Holding tokens confers zero equity exposure.
The buyout mechanism provides a clear, market-priced path to consolidate both the token and the Foundation’s equity position.
Enforcement
When Enforcement Activates
Founder fraud or bad faith: Misappropriation of funds, material misrepresentation, or dishonest conduct to the detriment of the company and shareholders.
Unapproved value extraction: Extraction of value through acquisition, asset sale, or related-party transaction without engaging the Foundation’s shareholder rights.
Founder criminal activity: Post-incorporation discovery of criminal conduct materially affecting the project or shareholders.
When Enforcement Does NOT Activate
Project failure: Bedrock does not punish failure. Most startups do not succeed. Good faith efforts that fail are not enforcement matters.
Operational disagreements: The founder retains operational control. Disagreements between founders and token holders are not enforcement matters.
Token Price Decline: The token price going down due to the free market does not constitute bad faith or criminal activity.
Enforcement Process
Frequently Asked Questions
9 ITEMSBedrock provides a fully incorporated company with a legal setup - corporate entity, shareholder agreements, proper IP attribution and ownership all set up as part of the launch process. Without Bedrock, founders typically spend weeks setting this up themselves, or skip it entirely, creating legal exposure.
Ready to build on Bedrock?
Learn how to launch, structure, and scale your project