MIP-13: Merit Circle: A New Era

Are we sure that the “Web3 DAO takes control and ousts early investor” narrative hurts MC’s brand? I think JJJJ… has some great points on how this could bite us in the ass vis a vis our own seed investments. But I also think that attention is the most valuable currency in the world today, and this would be an unprecedented demonstration of DAO power. It seems like there is widespread despair and rage over how crypto remains an insiders game right now. Just saying - imagine a scenario where there is a story in the popular press.



We wanted to thank the MC team, other Core Contributors, investors, and community for all the responses so far, and for taking the time to consider all available options the MC DAO has.

This is a first for all the worldwide DAOs, and it’s important we get it right. While the MC DAO ultimately does choose what course of action we take, its up to the MC team to decide how to best proceed with our chosen pathway and takes the time to address and weigh all the best options.

Signed with right paw,

Sad Cat Capital



Why did you not hire influencers then? Because you know YGG is a pillar in crypto and you can get more than what you can from influencers.

Good thing Merit Circle have YGG backing them up with all those funds :clap::smiling_face_with_three_hearts: So wat is with all these dramas?

I think they did their part in marketing our project. Having those posted in Yahoo Finance and coindesk is one form of marketing.

Dear Meritians,

Over the last couple of days, we have been intensively discussing this proposal with all interested parties. Needless to say the proposal has not just taken the web3 space by surprise, but has also taken us by surprise. In hindsight, it was inevitable that DAO governance would come to these crossroads between law and law of code. We expect the space will see many more interesting edge cases like these in DAO governance.

As we move forward with this proposal and we approach the voting stage, we wish to provide some additional context prior to having this proposal voted on.

Relationship with YGG
YGG was one of the first gaming guilds and therefore felt like a natural addition to the Merit Circle DAO. The ambitions were to unite our knowledge and capabilities in a collaborative manner trying to achieve a more sustainable future for the blockchain gaming industry. At this point in time, YGG looked like the ideal candidate for this.

Since then our relationship has always been friendly. YGG has showcased what they have done since they’ve invested here. At a surface level the post showed minimal involvement. However, to add on to YGG’s statement, we’ve received introductions to early stage investments by them, we did not end up investing in these. YGG also expressed they want to do more in the future to add more value to the Merit Circle DAO and signaled they intend on being a long-term supporter.

Some community members have pointed out that the cancellation of an agreement (be it legally, or in the spirit of an agreement) could have serious adverse effects. We want to be seen as a DAO that can be relied upon to do business with.

Value-add was the selection basis on which the investors were selected, it is not part of the SAFT agreement itself.

As an ltd we would like to honor all agreements, however we have to balance that with the power of the DAO… The DAO holds the ultimate power here. This is why we should strive for an alignment of both forces in our governance model, through reason and continuous improvements to the governance system.


Given all of the context above, we wish to ask the author of this proposal to;

  • Add a clause to the proposal that in the case of acceptance of this proposal (YES) which delays the proposed actions by 2 weeks and gives a 1 week time period for a counter proposal. In which we can issue a resolution for all parties in a timely manner after the vote.

This would give the following voting options

  1. Yes, with clause
  2. No

This clause will give us more time to work on an outcome that will leave all parties satisfied. An outcome that will also mitigate potential unforeseen second order effects.

In the case the author does not accept the clause suggestion, we will feel obliged to create a competing proposal in an attempt to give more options to the DAO community. In this scenario, people would have to vote between the competing proposals prior to any of the two competing proposals being able to go to vote

Closing words
The fact that we are having these discussions means we are a DAO worth fighting for. A DAO with passionate members on all sides. A DAO that is not just decentralized in name, but also in effect. As a DAO we should strive to direct this unbridled power in a way that is beneficial to all stakeholders. As a force of good.

We are doing everything that we can to find a solution that works for everyone involved. A solution that weighs all interests to create the best long-term outcome for the Merit Circle DAO.


With the claims you presented you forgot one major thing if a company doesn’t have enough capital it would resort into the investor’s money so if there aren’t any partnership the Merit Circle wouldn’t be able to be where they are now. So classifying YGG as a burden for Merit Circle is far from reality.


Dear MeritLtd,

We come from a time where greed and need not always match. A time where smaller players are taken advantage of or even belittled to favor the larger players. The many tend to bend the knee to the few through conspired funnels of wealth, power, and control. Some situations are easier to notice than others. A friction between cultures, classes, nation-states and ideologies.

We think people need to look into the deeper meaning of decentralization. We have contracts and safts, yes. We have rules, laws and order, yes. What we do not have, however, is true decentralization. Decentralization is about freedom. The freedom to do as one desires, unbound by anything and everything. The freedom to transact, trade and decide for one’s self. Merit Circle is a way for the smaller people to have a stake, by choice, in investments otherwise not easily available to the “smaller players”. Do you see how decentralization is important here? Centralization removes our voices, our freedom.

Do you remember the term - merit? " It means: “a quality of being very good or worthy, so much so that a reward or praise could be given”. When we judge stakeholders, VCs for example, we do so according to their merit. Are some of them of high quality? Perhaps. Are some of them of lower quality? Possibly. We’ve read Twitter, Discord and Telegram. We’ve read the informative article by The Block Crypto. We’ve even read the chats in the lovely elitist community of Lobsters, where only the true altruistic builders and value-adders reside. Everyone has their own opinion about the event that is taking place within the MC DAO. We had to laugh, a lot. Many times we laughed. Why? Simple. The same “larger players” that often take advantage of or belittle the smaller players, went on the attack once again. Even larger entities are willing to set examples to defend their status quo.

Status Quo
You see, the moment there is even a hint of true decentralization, these larger players feel threatened that their status quo is challenged. We wouldn’t want the smaller players to have a voice, do we? Just imagine we can no longer use the smaller players as exit liquidity through vested bags, inflationary ponzi schemes and fancy protocols that make no actual sense. What would we tell our Board?! For the various circlejerks of influencers of many different token ecosystems who dump their bags into the smaller players, there is an equal amount of grifting NFT key-opinion leaders that do the very same. An equal amount of LUNAtics, SOLarians, or ETHerchads. An equal amount of VCs and hedgefunds extracting value from the many to the few.

YGG did not add much value, we can all agree on that. This thread is practically us giving them free advice to improve. Posting 2-3 articles and investing 100k (Yes, 100k. The other 75k was a private fund not by YGG) is now enough to be considered a value-add? We understand that some try and defend this (your replies shill your heavy bags), but it is laughable at best. We can talk about ‘legal contracts’, or we can talk about the uselessness of the average VC. As only the latter is the real issue. We wouldn’t have had this governance thread, if value was added. YGG is not our enemy, but we are gravely disappointed. The token deal was to boost a mutually beneficial bond between two giants in GameFi. All involved parties would do well to remember this, and to strive to improve together.

Free advice
For any current or future project owners reading this, you would do well in vetting and securing the potential value-add of your favorite VCs. They are there to serve you in exchange for (discounted) tokens. A simple money injection is not value. You will want to demand a strong network, extra developers, good marketing, strategy and advisory, and so on. Your VCs should practically go to war for you. If your favorite VC has 100+ projects, how much ‘love’ do you think that VC can give to your project? How much attention and work? We all know the answer to that… nada. The reality is that most resources are scarce, but money is a relatively easy resource to come by.

As for the topic at hand, it’s a funny one. So far YGG has not made any public comment whatsoever. Either they do not care, or there are powers at play that we cannot see publicly. In any case, our point has already been made. The larger players are - as usual - weaving their web and pulling their strings to extract value from the smaller players. They expect us to bend the knee and submit, to be happy with a little bone they throw at us. Back to your cage, little one. Don’t you dare to have a voice!

We cannot talk about decentralization while setting additional requirements for our vote, but we understand that the topic is complex and there are dark powers in the air. We are fine with a clause as in the end we seek mutual benefits and harmony across ALL involved parties. We therefore not only add the claus to the original proposal, but we also openly welcome YGG’s team to our forum to enjoy our DAO so we can all live in peace happily ever after.

Proposal amendment

In order to mitigate potential unforeseen second order effects, we amend the proposal with the following:

  • In the case of acceptance of this proposal (YES), the proposed actions are to be delayed by 2 weeks and creates a 1 week time period for a counter proposal.

We hope everyone within and around the MC DAO will be happy with the above resolution.

To conclude, why can’t everyone be Frens and create a synergetic partnership that helps the entirety of GameFi? Both MC and YGG are supposed to lead the gaming space, the GameFi startups, and the fruitful concepts of a digitalized future where play-and-earn can thrive. Get it done.


Honey Barrel
Vanquisher of non-Frens
The Freefolk Fellowship



I like the approach from @OrangePillLtd and @HoneyBarrel to allow for more time and counterproposals, especially from YGG. I believe the Navy SEALs say, “Slow is smooth, and smooth is fast.” And I’m glad we’re going slow with this but not chickening out of addressing the issue head on.

I have a clarifying question and possible recommendation: @HoneyBarrel, do you have a sense of which other VC’s do not pass the fren test? I think that if we don’t have a clear sense of who we object to among VCs, and treat them the same according to a principle, it’s not fair to target YGG only. It will be perceived as an unprincipled attack, even if it is principled. Then, our business will suffer. In fact, if I were YGG in this situation, I would wait for MC to overplay their hand and revoke the SAFT, so I could play the victim. It is in YGG’s interest for MC DAO to lose reputation as a trustworthy counterparty. Then, I would try to capture MC deal flow with the help of my traditional VC frens.

+1 to a counterproposal from YGG or a joint proposal from MCxYGG core contributors that explains how we can be mutually beneficial today. It could be through a buyout; co-building; inclusion in other potentially influential DAO’s like Alliance DAO, etc. This might be much better than revoking the SAFT.

Also, I still think we need a better audit of value-add of our partners across the board before taking action. I think this is the job of the core contributors. Yes, it’s uncomfortable for DAO core contributors to give our seed investors (and investment projects) a grade or objective review of progress. But it’s more uncomfortable when @HoneyBarrel has to do it LOL! If we don’t or can’t have such an audit, we can’t really blame YGG–it’s also our fault as a DAO for not having clear and transparent expectations regarding the role of a seed investor vs. co-builder and partner. Is this something that we could ask @SadCatCapital, @HoneyBarrel, and others to do as part of the analysis they are already doing? Maybe the DAO can vote for committee members who can do this task for some community tokens. But, we need progress/contribution audits from someone. Quarterly or every 6 mos. would be awesome.

No matter what, good on you @HoneyBarrel for not taking the easy way and “playing nice.” I continue to be true blue MC because we don’t settle for DAO larping.



I came across Merit yesterday because of this OP, so I can’t be considered a member of this community. However, I found the OP and the resulting thread fascinating. I took the liberty to share publicly my thoughts about it. Maybe some of you will find them relevant.

I’ll be happy to keep on chatting about this topic, maybe in another place if such a conversation is deemed off-topic :slight_smile:


For everyone creating threads on fancy mediums about us, none so far have contacted us directly to query about our motives. We find the picture you used for your article appalling and disrespectful. We’re sure you understand why. @philh

Putting parties in place has nothing to do with “mobs”, it’s an attempt at seeking justice and recreating mutual value. The DAO has no control over these so called “SAFTs”, yet, the DAO feels we were wronged. Just because you’re amazed you found a hint of authentic cypherpunkery, does not mean we have to play by your sense of reality and morals. Morals are, after all, a social construct.

You might want to update the article with and through the context of our last post.


Honey Barrel
Vanquisher of non-Frens
The Freefolk Fellowship


Edit: Reading back, we think it’s fair to say that some people looking in do not have full context on the on-goings of the DAO, and it’s apparent a few don’t follow the entirety of the community. It is vital we channel this in a better way.

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After several days of communicating with Merit Circle Ltd (the organization that we signed our SAFT with) in an attempt to reach an agreement on specific points of collaboration, we now feel the need to share some information directly with the Merit Circle community to clear up some matters. Once things started to escalate in this forum, we worked on the understanding that Marco, Tommy and Mark, as leaders of Merit Circle Ltd, were best placed to explain the position and our contributions to the Merit Circle community.

During this process we suggested to the Merit Circle Ltd. team to disclose many of these details sooner as we felt there were clear points in the thread that had been mischaracterized or were otherwise outright false. There has been an apparent reluctance to do so, despite our insistence that further clarification of these details were material and could have brought valuable context to the DAO’s discussion earlier, and we feel this has unfairly painted YGG in a bad light.

As the above post by Merit Circle Ltd makes clear, none of the seed investors are obligated under the legal documentation of the SAFT to provide any specific value add services. Further to that, there is no provision for Merit Circle Ltd to unilaterally cancel the contract regardless of how this has been presented by them to the community.

These are two simple disclosures that the Merit Circle Ltd founders could have made clear to this community on day one. It is not clear why this important information was not made available to everyone much sooner, as it would have prompted a far more productive discussion.

In any case, we would also like to expand on the brief notes outlined by the Merit Circle Ltd founders in their above statement as to YGG’s contributions, so that everyone in the community can have access to the same information as the founders do.

  • Merit Circle COO Mark Borsten has known Gabby Dizon, co-founder of YGG, personally since 2018. In September 2021, Mark and the team approached Gabby and asked the guild to invest in the seed round for Merit Circle, which YGG did.
  • As a further show of support, Gabby also committed additional funds from an angel network that he is involved with, Nifty Fund, to support Mark, Marco and Tommy.
  • Despite queries from YGG’s own community regarding the virtue of supporting an unknown, would-be competitor, YGG invested in Merit Circle’s seed round as it felt it would be a net positive for the play-to-earn guild ecosystem.
  • At that time, it was extremely early in the founders’ journey. YGG and Gabby’s support and financial backing added significant credibility to the guild, which we believe helped Merit Circle to close additional investment in its seed round.
  • YGG and Gabby also made direct introductions to multiple funds and angels during the seed round (some of those chose to invest, some passed, and some others Merit Circle chose to pass on).
  • YGG was also very supportive in endorsing Merit Circle to many of various investors during their negotiations, some of whom were YGG investors before they were Merit Circle investors.
  • The Coindesk article placed by YGG was on October 8, 2021. This media coverage gained Merit Circle excellent exposure and helped them build credibility ahead of the public sale. Additionally, it appears to be the first time Merit Circle received any organic media coverage that they did not pay for. Merit Circle’s previous ‘media coverage’ was a single post marked as “PRESS RELEASE” on bitcoin.com (this is a service where companies pay $1,500 to post an article; it is sponsored content, which is not the same as journalism). Coindesk is a well-respected publication, with the second highest reach of any crypto news publication in the world. Coindesk does not accept payment to publish press releases, this is factually incorrect.
  • The backing of every seed investor, including YGG, through their funds, their inferred goodwill, and their public support, contributed to Merit Circle having such a successful public token sale. This is why projects announce all of their seed investors publicly ahead of their sale, as this support is hugely valuable in setting public sale expectations. This is likely also why Merit Circle specifically opted to announce its partnership with YGG on November 1, 2021, just one day before their public sale (November 2, 2021), so that they could directly benefit from this goodwill.
  • In our internal evaluation of this current governance situation, our team found that even after the public sale, various games and industry leaders only found out about Merit Circle through its association with YGG.

Additionally, YGG provided advice, guidance and support to the Merit Circle operations team as they were getting ready to scale.

  • In October 2021, when Merit Circle only had 1,200 Axie scholars, MC reached out to YGG asking to lease at least 1,000 Axie teams (3,000+ Axies) to nearly double its scholar base. YGG immediately said yes to MC’s request with favorable terms (the standard deal for fully-fledged YGG managers, 70/20/10, where MC would take a 20% share and YGG only 10%). Ultimately, MC opted not to proceed due to operational complexities, however YGG was immediately willing to provide the asset rental support that was asked of our guild.
  • YGG also provided advice about Axie breeding at an early stage. YGG’s Head of Game Operations shared our industry-leading expertise and insights with MC directly, giving access to specific competitive information about team composition, breeding, and the broader Axie-Meta that allowed Merit Circle to improve breeding output and efficiency at a greater rate than would have been possible through trial and error. This is highly valuable information and expertise that YGG would only share between its closest partners, in the interest of mutual prosperity.
  • YGG has also provided introductions to early-stage NFT games so that Merit Circle had the option to purchase assets where YGG has already completed its due diligence. We cannot be responsible if either party opts not to close the deal.

It is also worth noting that advice and help goes in both directions. When called upon, we feel we have been ready and willing to lend assistance, but there is an extent to which good leadership relies on leveraging the resources on call. Had Merit Circle Ltd. come to us more regularly we would have endeavored to support even further where we could.

This information is provided in good faith because we want the Merit Circle community and the YGG community to know that we go above and beyond our legal obligations by working hard to support our shared play-to-earn ecosystem even if this information is not always widely known.

We have always looked to be collaborative not combative with our partners - this is the basis of strong partnerships. We support partners like Merit Circle so that we can build a better play-to-earn ecosystem together. We do not see this as a zero-sum game, especially when we seek to develop alongside one another in many of the same virtual economies.

This process has made it clear that your community would like us to engage in community initiatives more often, and we hear you. We have possibly been too reliant on Merit Circle Ltd leadership for guidance throughout this process. Once the obligations to us have been fulfilled, we would be very interested for both of our communities to work more collaboratively if that is the desire.

This response can be found as part of Yield Guild Game’s official statement which can be found on our Medium.


I am voting NO after reading the YGG response above.

If anyone has been following @HoneyBarrel content on telegram before, they should realize that this proposal clearly is just another intentional attempt at sabotage of Merit Circle.


As a matter of principle, honor your agreements. If it was a bad deal, learn from it and move forward. Reputation and credibility matter. A LOT.
I’m voting NO.


Agree with this.
Will be voting NO .

Lets learn from this instead of setting a very bad precedent going forward.


ill be voting no to this proposal. the potential negative outcomes have not been thought through and in my view would affect the DAO and its operations moving forward. this action is unnecessary


#P2E would never be the same without the revolution #YGG… It just wont be! Not in another lifetime. :slight_smile:

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I read this from reddit 3 months ago, but I still remember how they related YGG to the California gold rush. If you think about it they really do have similarities and it explains why YGG works that way. Not sure if you can find it, but if you do that would be great especially for new or contemplating users.

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Hi all,

I respect the healthy debate, but I’m strongly against ejecting YGG or any other Merit Circle member at this point, for the following reasons:

  1. It’s impossible to weigh up individual contributions on a spreadsheet, even with the benefit of hindsight, because no one knows what contributions (big or small) turned out to be pivotal. Did ten tweets achieve more than one tweet? Did any number of tweets achieve more than a single unrecorded conversation at an in-person event? Who’s to say? Equally, looking to the future, it’s possible that a member who achieved little or nothing during Merit Circle’s launch will make a pivotal contribution during the long-haul of core activities. Again, who’s to say?
  2. Merit Circle is a collaborative effort at a very early stage, operating in a Web3 space that is itself collaborative but immature. If we need to identify a competitor, let’s look at Steam or the Google Play Store rather than YGG or any fellow blockchain project. And if we are building a new DAO culture, let’s build one that encourages cooperation and partnership rather than in-fighting. I came here to scrutinize game-fi projects, not the motivations of my colleagues.
  3. One last point, speaking as an early-stage investor (a role that often leads to insults in the DAO world): A fair investment market is what helped bring Merit Circle and many other potentially-good blockchain projects to life. If we damage the principles of such a market, for example by retroactively (and perhaps illegally) taking away the rewards from someone who took an early risk, then we may damage fundraising for many future projects, especially DAOs.

I will vote NO, even if the OP adds a clause to the YES option, as MeritLtd has requested.


Sharif Sakr

BR Capital


#YGG is the future of #NFT #gaming and that is #based LOL. They have all sorts of famous #P2E games.