Provide a concise narrative that clearly states each of (a)–(e) below.
Umbra addresses financial privacy by serving as a privacy layer for money. It is designed to shield assets and make users’ finances visible to no one but themselves.
Ongoing Development and Operations
Ongoing development and operations are carried out by the Umbra core contributor team engaged through PhoenixDAO LLC (Marshall Islands), which holds legal title to the protocol's smart contracts, codebases, brand assets, and trademarks for the benefit of the DAO, and through which all IP and revenue flows. The team is led by Krutarth Shah (CEO), Calisto Mathias (CTO), Pranay Bagde (CPO), and Abbas Shaikh (COO), supported by a full-time engineering, product, and growth team. Umbra Privacy Ltd. (BVI) is responsible for operational compliance, specifically KYC and related regulatory requirements. No third-party development agency, foundation, or outsourced operator is responsible for the protocol.
Development work comprises continued build-out of the Umbra Private Wallet across iOS, Android, web extension and web app, the developer SDK and integrations, completion of the Halborn and related security audits, and future products determined by the Futarchic Mechanism. Operations, as distinct from development, comprise contributor compensation, infrastructure and node costs, recurring security auditing and monitoring, legal and compliance maintenance including the BVI KYC function, advisory and market-facing activity, and governance administration. Both are funded from the same two sources: first, the USDC proceeds of the MetaDAO fundraiser completed 10–14 October 2025, which are held in the DAO treasury; and second, from mainnet onward, protocol revenues generated by usage of the privacy layer, which likewise accrue to the treasury. Every disbursement from the treasury for either purpose, including contributor compensation, requires a proposal passed by the Futarchic Mechanism; there is no discretionary insider spending authority. Contributor allocations and compensation are structured on fixed terms with performance-gated token vesting, so operating cost is a known and governance-approved quantum rather than an open-ended draw on the treasury.
Umbra is a privacy layer for money. At a high level, Umbra is designed to let users shield assets with zero fees so that their finances are visible to no one but themselves. The user interface presents core actions for Shield, Private Swap, Private Send, Withdraw, and Bridge.
UMBRA is an ownership coin. The token is the sole economic and governance instrument; there is no separate equity class. Its primary functions are:
The governance/control model is centered on the Futarchic Mechanism, initially consisting of the Smart Contracts at FUTARELBfJfQ8RDGhg1wdhddq1odMAJUePHFuBYfUxKq on Solana. The model may evolve through subsequent additional or successor Smart Contracts approved by the prior Futarchic Mechanism. The Futarchic Mechanism may also delegate all or part of its discretionary power to one or more Members from time to time. Amendments to the Operating Agreement are generally made exclusively by approval of the Futarchic Mechanism, except that amendments to Exhibit B - Membership Criteria - require approval of a majority of the Members.
For each existing entity: Labs/DevCo (e.g., Founder, CEO, CTO, COO), Foundation (e.g., President, Executive Director, CFO, COO), and DAO / onchain governance leadership (if applicable) list the:
For any non-existent entity, explicitly mention it does not exist. External links may be included but they will not factor into the score.
Full Name | Official Title | Prior Experience |
|---|---|---|
No Labs / DevCo entity does not exist. |
Full Name | Official Title | Prior Experience |
|---|---|---|
No Foundation exist. |
Full Name | Official Title | Prior Experience |
|---|---|---|
Krutarth Shah | CEO / Co-Founder | Bachelor's in Transportation Design (IAAD); Member at Superteam India; former Lead Designer at Goatfish and Pulse. |
Pranay Milind Bagde | CPO / Co-Founder | B.Tech in Mechanical Engineering (NITK Surathkal); Product Designer for startups like CREX, CRIB, and Reidius Infra; Framer Partner. |
Abbas Shaikh | COO | Experience with Metadao (Onboarding/Scout) and Superteam (Bounty Lead); former Marketing Lead at IBW. |
Calisto Abel | CTO / Co-Founder | B.Tech in IT (NITK Surathkal); GSoC contributor to Haiku OS; contributor to Braidpool; Research Intern at IISc Bangalore. |
Arihant Bansal | Strategic Advisor | Strategic guidance for the ecosystem. |
Asim Shaikh | Core Team / Contributor | Fullstack Engineer at Spintly; Superteam Contributor; experienced Freelancer. |
Piyush Panpaliya | Core Team / Contributor | B.Tech in Electrical Engineering (IIT Mandi); Front End Dev at Incline Climate; SysAdmin at SAIC. |
Shivani Singh | Contributor | Leads brand design and GTM stratergies |
Arnav Jindal | Team Member / Contributor | B.Tech from BITS Pilani; Engineer at FomoFactory; FullStack Engineer at Send AI; Frontend Engineer at Umbra. |
Lim U-Chyung | Team Member / Contributor | Sales and BD Lead |
Community | ICO Sale | Dedicated to public sale participants. |
Provide a structured description of the DAO's governance, powers, and economic rights. If a DAO does not exist, state so for each sub question. Even if there is no DAO, there must be an answer to (d). Address the lettered items below.
Phoenix DAO LLC is a Marshall Islands decentralized autonomous organization. Members or other persons have contributed assets to Phoenix DAO LLC, and the Asset Transfer Agreement assigns and transfers the assignor’s right, title, and interest in the transferred assets to Phoenix DAO LLC, which accepts that right, title, and interest. The disclosed contributed assets include the umbraprivacy.com domain names, the “Umbra” Discord server at https://discord.gg/A3VRt7xn, the @UmbraPrivacy Twitter account, the Telegram Community Chat @umbracommunity, the Umbra logo depicting a cloud in a box with two eyes, and the Umbra GitHub organization and codebases. If any assignment or transfer of intellectual property included in the transferred assets is invalid or ineffective, the assignor grants Phoenix DAO LLC a perpetual, irrevocable, exclusive, freely transferable, worldwide, royalty-free, fully paid-up license to that intellectual property for all purposes.
overnance authority is exercised through MetaDAO's decision market mechanism. Any token holder may create a proposal. To go live, holders must stake tokens on it as an anti-spam measure; staking carries no lockup and no risk of slashing. Proposals may spend USDC from the treasury, issue new tokens, update token metadata, and adjust treasury-provided liquidity. Only one proposal may be live at a time. No traditional quorum, majority, or super-majority voting threshold applies. Instead, authority is derived from market-based resolution. Upon activation, conditional PASS and FAIL markets open. Participants trade using the governance token or USDC. After a 24-hour delay, a lagging TWAP begins recording. A team-sponsored proposal passes when the PASS market TWAP exceeds the FAIL market TWAP by the applicable threshold; non-team-sponsored proposals carry a modestly higher threshold. Thresholds are set onchain and may be verified in the DAO's onchain configuration. Proposals that pass are executable on-chain without requiring additional approval. Emergency operations, such as contract pauses or urgent security responses, are not routed through the proposal market. These authorities may instead be assigned to a defensive multisig / security council or similar administrative role, where applicable. Such authority is generally limited to protective actions, such as halting interactions during an exploit, and does not include unilateral authority to modify core logic or move treasury assets except as expressly authorized by the governing contracts and legal documents.
No token locking or staking mechanism exists for governance participation. The filing instruction permits this section to be left absent where no locking mechanism exists; it is answered here for clarity. Governance operates through MetaDAO’s decision market mechanism. Rather than locking tokens to vote, participants trade on proposal outcomes using the governance token or USDC. A proposal passes when the market collectively signals it would increase token value; it fails when the market signals the opposite. Governance influence is proportional to capital committed, not to tokens locked. Through this mechanism, token holders can authorize treasury spend, token issuance, token metadata changes, and adjustments to treasury-provided liquidity. Emergency operations, such as contract pauses or urgent security responses, are not routed through the proposal market; those authorities are described in section 3(b).
The ordinary and usual decisions concerning the business affairs of the Company are made by the Futarchic Mechanism. The Futarchic Mechanism is the smart-contract mechanism governing approval or disapproval of Company proposals in accordance with market-based pricing of relevant Blockchain Tokens; at initial adoption, it consists of the Solana smart contract at FUTARELBfJfQ8RDGhg1wdhddq1odMAJUePHFuBYfUxKq, together with any subsequent additional or successor smart contracts approved by the prior Futarchic Mechanism. Members agree to manage the Company and its rights, assets, liabilities, and obligations in accordance with the Futarchic Mechanism and to treat it as legally binding and determinative of the Company’s business and affairs; if a legal Member vote is required, Members must vote solely in accordance with the Futarchic Mechanism. Company Accounts are the accounts, smart contracts, or other addresses determined by the Futarchic Mechanism to hold Company property. Assets, tokens, and other property under the possession or control of Company Accounts are deemed owned by and the sole property of the Company, unless the Futarchic Mechanism expressly determines otherwise. No Company profits, losses, rights, assets, or other property may be paid or transferred to Members by dividend, distribution, or otherwise except as expressly approved by the Futarchic Mechanism, and Members have no entitlement to such Company property except as expressly approved by the Futarchic Mechanism; if the Futarchic Mechanism approves a payment or transfer to Members, it may be only as compensation for services and not as a direct interest in Company profits, losses, rights, or assets.
The DAO’s governance/control model may evolve through the Futarchic Mechanism. As initially adopted, the Futarchic Mechanism consists of the Solana smart contract at FUTARELBfJfQ8RDGhg1wdhddq1odMAJUePHFuBYfUxKq, and it includes any subsequent additional or successor smart contracts approved by the prior Futarchic Mechanism. Ordinary business decisions are made by the Futarchic Mechanism, and Members agree to abide by it, manage the Company in accordance with it, and treat it as legally binding and determinative of the Company’s business and affairs to the maximum extent permitted by law. The Futarchic Mechanism may also delegate all or part of its discretionary power to one or more Members from time to time. The Operating Agreement may be amended or modified by approval of the Futarchic Mechanism, except that Exhibit B—Membership Criteria—may not be amended by the Futarchic Mechanism without approval of a majority of the Members.
Phoenix DAO LLC is a decentralized autonomous organization incorporated under the laws of the Republic of the Marshall Islands. The DAO may be dissolved and wound up in accordance with the DAO Act. Except to the extent otherwise required by applicable law, dissolution and winding up may occur only as, when, and to the extent approved by the Futarchic Mechanism. The Futarchic Mechanism consists of smart contracts governing approval or disapproval of Company proposals through market-based pricing of relevant blockchain tokens; at initial adoption, the Futarchic Mechanism consists of the Solana smart contracts at address FUTARELBfJfQ8RDGhg1wdhddq1odMAJUePHFuBYfUxKq.
For the Primary Foundation do the following independently. If a Foundation does not exist, state so for each sub question. Items (a)–(f) apply only if that entity exists; state explicitly that the entity doesn't exist. Definition: The primary Foundation can be explained as the entity which is directly involved in the issuance of the native token at launch.
Phoenix DAO LLC is a limited liability company and decentralized autonomous organization incorporated under the laws of the Republic of the Marshall Islands, pursuant to the Limited Liability Company Act of 1996 and the Decentralized Autonomous Organization Act, 2022. This entity serves as the primary IP Holding Vehicle. It holds legal title to the protocol’s smart contracts, brand assets, trademarks, and associated codebases for the benefit of the DAO.
Umbra Privacy Ltd. (BVI): This entity is designated for Operational Compliance, specifically managing Know Your Customer (KYC) procedures and related regulatory requirements.
Assets assigned, transferred, donated, or otherwise contributed to Phoenix DAO LLC include the umbraprivacy.com domain names; the “Umbra” Discord server at https://discord.gg/A3VRt7xn; the @UmbraPrivacy Twitter account; the Telegram Community Chat @umbracommunity; the Umbra logo depicting a cloud in a box with two eyes; and the Umbra Github organization and codebases.
Powers of Phoenix DAO LLC
Phoenix DAO LLC is a Marshall Islands limited liability company and decentralized autonomous organization. It holds legal title to company property, including the assets and tokens held in Company Accounts, the protocol's smart contracts, codebases, brand assets and trademarks. It holds no discretionary power of its own over DAO governance, the treasury, protocol-controlled resources, token administration, or reward parameters. The company has no board of directors, no officers with independent authority, and no member vote by which any of those powers may be exercised. Legal ownership and decision-making authority are separate: the company is the owner of record, and the Futarchic Mechanism is the sole decision-making authority. Any statement that the company exercises authority over the treasury should be read as the company holding title to treasury assets while every disposition of them is determined exclusively by the Futarchic Mechanism.
The Futarchic Mechanism is the smart-contract mechanism governing approval or disapproval of company proposals based on market-based pricing of relevant blockchain tokens, consisting at initial adoption of the Solana smart contract at FUTARELBfJfQ8RDGhg1wdhddq1odMAJUePHFuBYfUxKq, together with any subsequent additional or successor smart contracts approved by the prior Futarchic Mechanism. Except where stated otherwise below, every power described in this section is exercised by a single uniform method and threshold, as follows.
Method. Market resolution by futarchy. Any holder meeting the minimum proposal stake may submit a proposal with the instructions to be executed embedded in it. Submission creates two conditional markets, "Pass" and "Fail," which trade for a configurable observation period of three days by default. On expiry, the time-weighted average price of the Pass market is compared with that of the Fail market, and the proposal is finalized on-chain accordingly. Approved instructions are then executed by the autocrat program, with the DAO treasury account acting as settlement authority.
Threshold. There is no token-weighted majority and no quorum. A proposal is authorized only if the Pass market's time-weighted average price exceeds the Fail market's time-weighted average price by the pass-threshold margin configured in the DAO's on-chain configuration, measured over the observation period. A proposal that fails to clear that margin is rejected automatically, without any further act by the company or its members.
Applying that method and threshold, the Futarchic Mechanism holds and exercises the following powers, in each case to the exclusion of the company and its members:
Ordinary business and company proposals. All ordinary and usual business decisions of the company. Method and threshold as above.
Control of Company Accounts, treasury and protocol-controlled resources. Company Accounts are the accounts, smart contracts and other addresses determined from time to time by the Futarchic Mechanism to hold company property. Assets, tokens and other property under the possession or control of Company Accounts are owned by and are the sole property of the company unless the Futarchic Mechanism expressly determines otherwise. All disbursements, grants, investments and operational costs are authorized by the method and threshold above. No profits, losses, rights, assets or other company property may be paid or transferred to members except as expressly approved by the Futarchic Mechanism, and any approved transfer to a member may be compensation for services only and may not constitute a direct interest in company profits, losses, rights or assets.
Token administration. Mint authority, metadata update authority and smart-contract upgrade authority over the $UMBRA token at mint address PRVT6TB7uss3FrUd2D9xs2zqDBsa3GbMJMwCQsgmeta and the company's Solana programs are held by the treasury authority and exercisable only by the method and threshold above. No freeze authority exists. No pause or emergency-halt authority exists. No individual, founder, member or agent holds an admin key, override or unilateral authority over the token or the programs.
Reward parameters. No protocol emission, staking reward, liquidity incentive or other reward program is presently in operation, and there are accordingly no reward parameters under administration. Neither the company nor any member holds power to set, alter or fund reward parameters. The introduction of any such program, and the setting or amendment of any of its parameters, would require approval by the method and threshold above.
Addition of members. Additional members may be admitted only by approval of the Futarchic Mechanism, by the method and threshold above, and upon fulfillment of the Membership Criteria at Exhibit B.
Dissolution and winding up. Dissolution and winding up occur only as, when and to the extent approved by the Futarchic Mechanism, by the method and threshold above, except to the extent otherwise required by applicable law.
Amendment of the Operating Agreement. Amendments and modifications are approved exclusively by the Futarchic Mechanism, by the method and threshold above, other than amendments required solely to reflect changes in facts. Exception: Exhibit B, the Membership Criteria, may not be amended by the Futarchic Mechanism. Amendment of Exhibit B requires the approval of a majority of Members, by member vote, being the only matter on which a token-weighted market result is displaced by a member headcount threshold.
Business outside the company's stated purpose. The company's business is limited to developing, maintaining and furthering technology and intellectual property, together with such other business as the Futarchic Mechanism determines. Exception: business outside that scope may be conducted either by approval of the Futarchic Mechanism, by the method and threshold above, or by unanimous consent of all Members.
Authority to bind the company. Only members and agents authorized by the Futarchic Mechanism may bind the company, and their authority is limited to the extent consistent with specific approvals of the Futarchic Mechanism. Method and threshold as above.
Delegation of discretionary power. The Futarchic Mechanism may delegate all or part of its discretionary power to one or more members from time to time. Any such delegation is itself made by the method and threshold above, is limited to the scope of the approving proposal, and is revocable by the same method. No delegation presently subsists.
There is no Primary foundation existing. Hence, there is no direct or indirect influence over decision-making of the DevCo.
There is no traditional Foundation or DevCo exercising discretionary control over the protocol. PhoenixDAO LLC (Marshall Islands) acts solely as an IP holding entity, and Umbra Privacy Ltd. (BVI) performs compliance-related functions. Neither entity has authority to override governance decisions, access treasury assets, or modify protocol parameters. All material decisions are executed exclusively through on-chain governance mechanisms.
Foundation does not exist.
Administrative authority is entirely on-chain and automated, devoid of human-managed legal entities. We have a decentralized, "algorithmically managed" structure where decision-making is shifted away from humans to a technical mechanism.
No Primary Foundation exists.
For the Primary DevCo do the following independently. If an entity does not exist, state that explicitly across each sub-question. Items (a)–(f) apply only if that entity exists; state explicitly that the entity doesn't exist. Definition: The primary DevCo can be explained as the entity which is directly involved in the issuance of the native token at launch.
No Primary DevCo exists.
PhoenixDAO LLC (Marshall Islands): This entity serves as the primary IP Holding Vehicle. It holds legal title to the protocol’s smart contracts, brand assets, trademarks, and associated codebases for the benefit of the DAO.
Umbra Privacy Ltd. (BVI): This entity is designated for Operational Compliance, specifically managing Know Your Customer (KYC) procedures and related regulatory requirements.
Phoenix DAO LLC’s listed contributed assets include the umbraprivacy.com domain names, the “Umbra” Discord server at https://discord.gg/A3VRt7xn, the @UmbraPrivacy Twitter account, the Telegram Community Chat @umbracommunity, the Umbra logo depicting a cloud in a box with two eyes, and the Umbra Github organization and codebases. The asset transfer terms provide that the assignor assigns, sells, conveys, transfers, and delivers all right, title, and interest in the transferred assets to Phoenix DAO LLC, and that Phoenix DAO LLC accepts all such right, title, and interest.
Primary DevCo holds no power
Under the Operating Agreement, the DAO possesses sovereign authority over the Treasury, but this power is exercised exclusively through Decision Markets rather than traditional voting.
No Primary DevCo exists.
There is no traditional Foundation or DevCo exercising discretionary control over the protocol. PhoenixDAO LLC (Marshall Islands) acts solely as an IP holding entity, and Umbra Privacy Ltd. (BVI) performs compliance-related functions. Neither entity has authority to override governance decisions, access treasury assets, or modify protocol parameters. All material decisions are executed exclusively through on-chain governance mechanisms.
No Primary DevCo exists.
Administrative authority is entirely on-chain and automated, devoid of human-managed legal entities. We have a decentralized, "algorithmically managed" structure where decision-making is shifted away from humans to a technical mechanism.
Phoenix DAO LLC is a Marshall Islands limited liability company and decentralized autonomous organization. Company Accounts are the accounts, smart contracts, and other addresses determined from time to time by the Futarchic Mechanism to hold Company property; all assets, tokens, and other property under the possession or control of Company Accounts are deemed to be owned by and constitute the sole property of Phoenix DAO LLC, unless the Futarchic Mechanism expressly determines otherwise. The ordinary and usual decisions concerning Phoenix DAO LLC’s business affairs are made by the Futarchic Mechanism. Members or other persons have contributed assets to Phoenix DAO LLC as set forth on Exhibit D, and Members may make contributions by executing and delivering an Asset Transfer Agreement. No interest accrues on capital contributions, and no Member has the right to withdraw or be repaid any capital contribution. No profits, losses, rights, assets, or other property of Phoenix DAO LLC may be paid or transferred directly or indirectly by dividend, distribution, or otherwise to Members except as expressly approved by the Futarchic Mechanism; Members have no entitlement to Phoenix DAO LLC’s profits, losses, rights, assets, or other property except as expressly approved by the Futarchic Mechanism. If the Futarchic Mechanism expressly approves a payment or transfer to Members, it may be only compensation for services and not a direct interest in the profits, losses, rights, or assets of Phoenix DAO LLC. Prospective Company Members agree to serve on a volunteer basis and, unless otherwise agreed in a separate written agreement approved by Phoenix DAO LLC, are not entitled to monetary compensation from Phoenix DAO LLC.
Download the Worksheet, enable macros, complete the Initial Allocation sheet, then use Convert To CSV to export the file for import here. To make edits after importing, update the worksheet, use Convert To CSV again, then re-import the new CSV.
Ticker | Date | Allocation Category Name | Recipient Type | Allocation % | Allocation Tokens | TGE Unlock % | TGE Unlock Tokens | Cliff Months | Cliff Unlock % | Linear Vesting Months | Cadence Months | Circulating Treatment | Notes on what each category is used for | If applicable: Contract / Wallet address |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
UMBRA | 2025-10-14 | Community - ICO Public Sale | Public / Sale | 0.375 | 10687500 | 1 | 10687500 | 0 | 0 | 0 | 0 | No | Tokens sold to public participants in the MetaDAO fundraiser 10-14 Oct 2025 at $0.30; fully unlocked and freely transferable at TGE. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Liquidity - AMM Pool | Liquidity | 0.175 | 4987500 | 1 | 4987500 | 0 | 0 | 0 | 0 | No | Protocol-owned AMM liquidity seeded at TGE from 20% of ICO USDC proceeds; deployed in Meteora DAMM V2 UMBRA/USDC pool, open-ended with no lockup and no third-party market-maker contract; issuer also reports 1.1M tokens burnt from this bucket - reconcile before filing. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | 7dVri3qjYD3uobSZL3Zth8vSCgU6r6R2nvFsh7uVfDte |
UMBRA | 2025-10-14 | Krutarth Shah - CEO / Co-Founder | Insiders | 0.052 | 1482000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Abbas Shaikh - COO | Insiders | 0.06 | 1710000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Composition per issuer: 4.00% advisory allocation plus 2.00% acquired from Arcium; combined 6.00% held by the same individual. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Calisto Mathias - CTO / Co-Founder | Insiders | 0.05 | 1425000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Pranay Bagde - CPO / Co-Founder | Insiders | 0.05 | 1425000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Asim Shaikh - Core Team | Insiders | 0.01 | 285000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Token Allocation Letter dated 11 Oct 2025 confirms 285,000 $UMBRA. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Piyush Panpaliya - Core Team | Insiders | 0.01 | 285000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Arnav Jindal - Core Team | Insiders | 0.005 | 142500 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Shivani Singh - Core Team | Insiders | 0.0025 | 71250 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. New contract; issuer notes token unlock commencing June 2025 - date predates TGE and needs correction before filing. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Advisors - J Walker, K Bhatt, A Ramirez | Insiders | 0.021 | 598500 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. CONSOLIDATED to fit the 15-row cap: Johnny Walker 1.00% (285,000), Krish Bhatt 1.00% (285,000), Agustin Ramirez 0.10% (28,500). Individual advisory allocations, no salary attached to Ramirez. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Theia Research - Strategic Advisory | Insiders | 0.05 | 1425000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Entity allocation for strategic advisory, not an individual contributor. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | BGlocal Impex Pvt Ltd - Strategic Advisor | Insiders | 0.04 | 1140000 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED time-based terms - vesting is performance-gated, not calendar-based: locked portion releases in 5 equal 20% tranches, each claimable only when FDV reaches 2x/4x/8x/16x/32x the Oct-2025 ICO valuation ($0.30/token), so cliff/linear/cadence entered as 0. Entity allocation for strategic advisory, not an individual contributor; referred to internally as Impex Global. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction | |
UMBRA | 2025-10-14 | Team Reserve - Unallocated | Insiders | 0.0995 | 2835750 | 0 | 0 | 0 | 0 | 0 | 0 | Conditional | UNDISCLOSED terms - unallocated reserve for future hires and performance incentives; no recipients, unlock dates or vesting schedule assigned yet, and any release requires a governance decision, so treated as Conditional. Issuer figure moved from 9.70% to 9.95% after Bhuvan Tyagi 0.50% was removed and Shivani Singh 0.25% added. Source: issuer tokenomics table, Umbra OKX Due Diligence Questionnaire 2026 (internal, issuer-provided); docs https://docs.umbraprivacy.com/docs/introduction |
State the project's airdrop status plainly, and back it up:
We have never conducted an airdrop to date and do not plan to execute one.
Projects must disclose all material terms of market-making arrangements that affect token liquidity. If the project has no agreements or deals with market makers, state that explicitly. For each market maker, include in a table:
If no native tokens were loaned or allocated to market makers, state that explicitly; cash/fiat retainers or fees are not required for (b).
Market Maker Name | Token Allocation Committed | Term Duration | Structure Name |
|---|---|---|---|
The protocol has no market-making agreements, token loans, or deals as of 1st September 2026. | No native-token loans or allocations to market makers are allocated |
Projects must disclose all material terms of centralized or decentralized exchange listings that affect token liquidity. For each listing, include in a table:
If the project has no agreements or deals with CEX or DEX, state that explicitly; doing so earns full credit; cash/fiat fee amounts are not required for this item.
Exchange Name | Token Allocation Committed | Term Duration | Native Token Listing Fees |
|---|---|---|---|
We have no agreements with any CEX or DEX for a listing. No native-token listing fees have been paid to any exchange be it a CEX or a DEX. 20% of the USDC raised during the ICO was allocated directly to seeding the AMM liquidity pool, ensuring immediate tradability upon launch. This liquidity allocation was defined as part of the ICO terms and is not subject to separate market-making contracts or third-party liquidity provider agreements. Meteora (DEX) — UMBRA/USDC DAMM V2 pool | ~1.29M $UMBRA currently in pool (~4.5% of 28.5M total supply) — vs. 600,000 originally committed per internal figures; recommend reconciling before disclosure | Open-ended, no lockup — treasury-owned AMM liquidity, no fixed-term MM or incentive contract | None — no native-token listing fee paid |
Disclose all prior token sales by the Project — including fundraising rounds, any material OTC sales to investors, and any discounted market-maker sales. For each sale, provide:
If no prior sales occurred, state that explicitly (e.g., "No prior fundraising, OTC, or discounted MM sales have occurred.").
Series Name | Investment Instrument | Date Of Sale | Number of tokens sold | Vesting Schedule |
|---|---|---|---|---|
The MetaDao fundraiser was the primary Token Generation Event. No tokens were sold or distributed via private rounds, OTC, or to Market Makers prior or after this event. The MetaDAO Raise occurred from 10-14 October 2025. | Fundsraised from Public | 10-14 October, 2025 | 3 Millions | 100% on listing |
If any, list prior exploits or incidents that directly affected the token, token supply, tokenholder balances, token contract, minting controls, burn mechanics, or custody of token supply. This question is not asking about general protocol, application, or smart contract exploits unless the incident directly affected the native token itself. If no prior incidents, state this explicitly (e.g., "No exploits affecting tokenholders or protocol funds as of YYYY-MM-DD").
No exploits affecting tokenholders or protocol funds as of 1 September, 2026.
No exploits affecting tokenholders or protocol funds as of 1 September, 2026.
No exploits affecting tokenholders or protocol funds as of 1 September, 2026.
No exploits affecting tokenholders or protocol funds as of 1 September, 2026.
No exploits affecting tokenholders or protocol funds as of 1 September, 2026
No references to post-mortems, advisories, or PRs for prior token-related incidents are disclosed in this filing.
Describe material risk factors across the three categories below. Each category includes prompts to address at a minimum.
(a) Regulatory, Legal & Tax Risks — Describe how evolving laws and regulations could affect the project by answering, at a minimum, questions like:
Impact of Regulatory Change on TGE and Listings: (If applicable) How could evolving or conflicting laws and regulations affect your ability to complete the TGE, deliver tokens to purchasers, and list or maintain the token on trading venues in key jurisdictions?
Entity-Level Regulatory Impact: (If applicable) How could regulatory or legal changes impact your core entities (Foundation, DevCo, DAO, affiliated service providers), including enforcement actions, licensing requirements, or forced changes to structure or operations?
Tokenholder Tax Treatment: (If applicable) What uncertainties exist around how tokenholders may be taxed, and make clear that tokenholders are responsible for understanding their own tax obligations?
Jurisdictional & User Access Restrictions: (If applicable) If the project restricts access for certain jurisdictions or user types (e.g., U.S. persons, sanctioned countries, retail vs. professional), what are those restrictions and what risks do they create for users and for the project?
(b) Protocol, Technology & Security Risks — Describe risks to network and contract reliability, correctness, and safety by answering, at a minimum, questions like:
Bugs and Design Flaws: (If applicable) What bugs, design flaws, or implementation errors could exist in your core protocol code, smart contracts, and any bridges, rollups, or oracles that you depend on, and how could these lead to loss of funds or disruption of the protocol?
Security Measures & Their Limitations: (If applicable) What security measures have you taken (audits, formal verification, bug bounties), and what types of failures might these measures still fail to detect or prevent?
(c) Token Economics, Unlocks & Incentive Risks — Describe how the token's economic design and supply schedule could affect holders by answering, at a minimum, questions like:
Critical Economic Assumptions: (If applicable) Which economic assumptions (e.g., staking yields, fee revenue, liquidity incentives, MEV capture, demand for blockspace) are critical for protocol security, utility, and governance, and what happens if those assumptions fail?
Governance Control over Monetary Policy & Rewards: (If applicable) To what extent can governance change monetary policy, fee parameters, or reward allocations (e.g., inflation rate, treasury flows, incentive programs), and how could such changes adversely affect tokenholders?
Token classification. The governance token may be classified differently across jurisdictions. If any regulator determines it constitutes a security rather than a governance or utility token, the project and token holders could face registration requirements, trading restrictions, or enforcement actions. The U.S. SEC’s evolving position on governance tokens, and parallel developments in the EU (MiCA), Singapore (MAS), and other jurisdictions, create ongoing uncertainty that the project cannot resolve unilaterally. Entity-level regulatory risk. The project operates under a Marshall Islands DAO LLC structure. While the Marshall Islands has adopted favorable digital asset legislation, this jurisdiction may face diplomatic, banking, or regulatory pressure that creates operational friction. Regulatory changes in any jurisdiction where the development team operates, token holders reside, or users access the protocol could impose licensing requirements, restrict operations, or compel structural changes to the DAO LLC or its governing arrangements. MetaDAO protocol dependency. The project’s governance infrastructure is provided by MetaDAO, which is currently in beta. MetaDAO’s documentation discloses that the MetaDAO team currently retains the ability to override decision markets in extreme scenarios. Changes to MetaDAO’s protocol, terms, or operational status could affect the project’s ability to conduct governance or complete token-related actions. Tokenholder tax treatment. The tax treatment of ownership tokens is uncertain and varies significantly across jurisdictions. Depending on jurisdiction, taxable events may include receipt of tokens at TGE, trading or transferring tokens, participating in governance markets, or receiving any future distributions authorized by governance. Token holders are solely responsible for determining and complying with their own tax obligations. The project does not provide tax advice and makes no representations regarding tax treatment. Jurisdictional access. Token holders and users are responsible for ensuring their participation complies with applicable laws in their own jurisdiction. The project makes no representation that holding or trading the token is lawful in any particular jurisdiction.
To ensure the highest level of security, Umbra Privacy utilizes a "defense-in-depth" strategy that combines industry-standard mathematical proofs with ongoing professional reviews. Our security architecture is built on three pillars: provable cryptographic correctness, rigorous third-party auditing, and continuous ecosystem monitoring.
Smart contract vulnerabilities. Logic errors or implementation flaws in the project’s on-chain programs could result in loss of funds or unintended behavior. No audit process eliminates all risk; vulnerabilities may exist that audits, internal review, or community testing fail to detect, including novel attack vectors that emerge after deployment. Solana runtime dependency. The project’s contracts execute on Solana. Changes to Solana’s compute limits, runtime behavior, validator set, or network stability could disrupt contract execution or proof verification. A Solana network outage or consensus failure would render on-chain governance and treasury operations temporarily inaccessible. MetaDAO decision market dependency. Governance, including all treasury actions and token issuance, is routed through MetaDAO’s decision market infrastructure. A bug, exploit, or operational failure in MetaDAO’s contracts could prevent proposals from being created, resolved, or executed, effectively freezing governance until the issue is resolved. Decision market liquidity and manipulation risk. Proposal markets rely on sufficient trading participation to produce accurate price signals. Thin liquidity in PASS or FAIL markets, particularly for smaller or less actively traded projects, could allow a single large participant to influence a TWAP outcome. MetaDAO’s lagging TWAP mechanism mitigates but does not eliminate this risk. AMM liquidity pool risk. A portion of ICO proceeds and tokens are deployed to an AMM liquidity pool at launch. Impermanent loss, pool imbalances, or low liquidity depth could affect the tradability of the token and the value of treasury-held liquidity positions.
Umbra’s disclosed product positioning emphasizes privacy utility: Umbra is the privacy layer for money, states that it shields assets with zero fees, and its interface includes Shield, Private Swap, Private Send, Withdraw, and Bridge, while showing a shielding fee of “No Fee” and “$0.00.” No token-specific fee-revenue, staking-yield, liquidity-incentive, MEV-capture, demand-for-blockspace, supply, unlock, inflation, or reward-allocation model is disclosed in this filing. Governance and operating control are disclosed through Phoenix DAO LLC’s Futarchic Mechanism: ordinary business decisions are made by the Futarchic Mechanism, Members must abide by and manage the Company in accordance with its results, and the mechanism governs approval or disapproval of Company proposals according to market-based pricing of relevant Blockchain Tokens. The Futarchic Mechanism can determine Company business, determine Company Accounts, approve payments or transfers to Members only as compensation for services, admit additional Members, approve dissolution except where applicable law requires otherwise, and amend the Operating Agreement, except that Exhibit B—Membership Criteria—cannot be amended by the Futarchic Mechanism without approval of a majority of the Members. These governance powers may affect holders to the extent future approved proposals alter Company business, treasury/account control, compensation arrangements, membership, dissolution, or governing documents; however, specific governance authority to change a token’s monetary policy, inflation rate, fee parameters, supply schedule, unlock schedule, or reward allocations is not disclosed in this filing.
This Token Transparency Filing is provided for general informational purposes only. Blockworks reviews completeness only and does not verify or warrant the accuracy of individual answers. Umbra is solely responsible for the content, accuracy, and legality of its disclosures.
