Providing Token holders with Real Economic Rights with SOAR | Thomas Curry

Thomas Curry is the founder of Soore, a new platform rethinking how crypto projects and early-stage startups raise capital and how token holders get real economic rights.

Instead of buybacks or vague governance promises, Soar experiments with token issuance as senior debt, creating clearer claims on value while preserving founder autonomy.

Today, we're going to dive into capital formation, token holder rights, and why crypto needs better financial primitives.

As a founder, do I go and sell 80% 90% of my company on day one? Of course not. In token world, we do. You give out tokens like they're candy and then you wonder why the founder has no incentive to keep working on this business. It's because they own a minority of their tokens, right?

I would say something like to the effect of 95% of tokens out there are really just companies. Like they're not networks, they're not anything else. They're just companies.

What probably the biggest problem is this lack of unification between coin equity and tokens, lack of token holder rights. And I'm very glad you guys are are taking a novel approach here and and trying to do something big.

Okay. Well, Tom, thanks for joining me here today on the proof of coverage podcast. Excited to to dive into everything you're building, especially Soar. But before we do that, I want to ask some uh some more interesting fun questions. So, first off, is there a story behind your Twitter profile picture? I thought I thought it thought it was interesting and different.

Yeah, we uh so one of our I would call him our CMO is a a guy named Andrew Saunders who worked with Amazon Alexa. He worked with uh Hash Flow, a couple really large web three companies as well.

We really wanted to go for this all-inclusive type of branding package. So part of the captain portion of that beef is an old nickname of mine from when I was a kid and we wanted to keep it all inclusive and kind of keep the the brand together as much as possible. So we like to do the flight kind of jokes and things like that around the brand.

That's cool. No, I I really like it. I I think immediately was drawn to the branding on on the Twitter and the website. It's very clean, very also very cohesive, including having the founders, you know, profile picture fit almost as like a mascot, which is cool.

And actually a couple people, you know, including one team member of mine that I told about this podcast, showed some of the materials to there, immediately they were like, "Oh, the branding's sick. The branding is cool."

And us, me and Proof of Coverage is is the media company I started, like we're in the media design aesthetic kind of world. So whenever we see something that stands out and looks really great, especially in crypto, it's um we we got to acknowledge it for sure. There's some pretty rough branding out here to be honest with you.

A lot of the same like we were trying to think of something that when we were doing it originally like obviously there's like you know soaring flying it sounds cool but the the idea behind it was is let's go into something we're used to like space in crypto we're used to a couple different things that we constantly go back to let's stick out right like let's pick something that's kind of unique no one talks about we like planes uh I thought it all fit together and was very cohesive yeah appreciate it yeah for sure and before we jump into soore and what you're building specifically would just love to touch on your background real quick.

So, I saw you've got a couple exits in the past. You also used to practice law, still are a licensed lawyer, I think. So, curious just like quickly on the background, you know, how did how did you arrive as as founder of Soore here?

So, I uh was an econ major, went to law school, uh got into law school very quickly, realized that this was probably not the path for me. uh founded a a a marketplace in law school to pay some bills.

Trying to just make some ends meet and uh that marketplace ended up turning into about a did a couple hundred million dollars in in volume over the course of a couple years. Uh about 200,000 customers. Um that got acquired in 2021 I believe. Um so I was very happy with that.

Realized that kind of marketplaces were my calling. I love the idea of supply and demand side. Uh, like I said, ecom background before that. Still licensed, uh, practiced, did a lot of startup advising, um, on the side.

Unfortunately, I was really bad about collecting fees to be honest with you. Like, I could never get my money out of people. Uh, I always just enjoyed the the passion of doing it and helping founders for the first time.

And yeah, I mean, that all kind of culminated into building out store, right? It's a marketplace by definition. We have buyers and sellers. The sellers are the companies. The buyers are the people that are trading these companies. I love it because it's a mix of I would call it light venture capital uh paired with trying to build out a demand side and giving people access to startups. So very passionate about it.

Super cool. Yeah. Well, let's let's I guess give our our listeners the backstory here real quick. So we met about a week ago on Crypto Twitter, which is how many many great things get started. Um token buybacks have been taking over the timeline.

A lot of founders are starting to do them. A lot of founders are stopping token buybacks. There's a lot of debate about are they good or not? And then, you know, so I personally started to do more of a deep dive on like, well, why are token buybacks even a thing in the first place, right? Do they really compare to stock buybacks or not?

Um what about crypto structurally has has created this phenomenon? And um from proof of coverage in collaboration with Artemis, which is a data dashboard company, and Novora, which is a crypto advisory firm, we're actually launching like a investor relations product for crypto pretty soon here.

So yeah, I thought it made sense to like really understand what was going on currently um in terms of token buybacks and all this stuff. And we've actually been talking to the Meteora folks, too, which I know they're considering launching on Soore, which I think would be awesome.

So I think you commented something to the effect of like sore fixes this right with some interesting docs and that's all we needed. Um looked into those thought the model was super novel. Have not heard of anyone else you know thinking about the unification of equity and tokens like you guys are.

So, maybe before we we dive into like kind of like the functionality and and your solution, what's your opinion on why token buybacks became so popular in crypto and and also maybe as a part two like why are they so hotly debated as of late?

Totally. So our view, our team's view and and kind of from a lot of research we've done and a lot of thinking about it, right? I believe that when crypto was early, we had the idea of kind of network tokens, right? So you had Ethereum obviously Salana a little bit later network tokens I do put in like their own basket right because like owning a piece of Salana versus owning a piece of Salana's block space I think are two radically different things right and I think it's very cool that for Ethereum for Salana you know different ways there's value that acrrews back to the actual network token what happened after that was is not everything is a network right it's not an L1 we had some L2s and things like that but the reality is that there's a lot of other apps out there I would say something like to the effect of 95% % of tokens out there are really just companies.

Like they're not networks, they're not anything else. They're just companies, right? And kind of what we started looking at was is that obviously you had Gary Gensler and you had the SEC that was cracking down very heavily on tokens and trying to segregate the idea of a token and equity or or a security, right?

And unfortunately in that world of splitting these two things separately rather than protecting consumers they burned everyone. Right? So how I view buybacks and how they actually became a thing was is the reality is is we've gotten to the point where people got more comfortable realized that these tokens are acrewing no value whatsoever and rather than giving up value in the company they said well we'll give you access to the network flows or to the product flows right so the cash flow of the underlying business.

Unfortunately, we're seeing it very quickly with Helium. Jup Met has talked about buybacks a lot. The reality is is that there's so many um negatives to buybacks that that are now kind of coming to the surface, right? I mean, number one is price action. Besides Hyperlid, really, no token that's done buybacks has actually performed well. Juke's done, I think, $70 million in buybacks. The token's down, you know, 80%. Right? It's unfortunate, but the reality is is that there's a bigger problem here. I'll let you kind of keep on your path, but I'm sure we'll touch on it 100%.

Yeah. I mean, I I called it I called token buybacks a band-aid on a bullet hole recently in a piece I wrote. Yeah. Because it I was just thinking of like, you know, how to how to conceptualize or communicate like why why token buybacks are a thing and and um that I think very vividly paints the the picture of of what's going on, right?

Is like because of the lawfare that was going on. There were a lot of crypto projects launched with both equity and tokens. So then you you don't really know where the value is acrewing, right? The revenue comes in, it hits a bank account. Like it's only going to go to the token if the token holders really have almost like equity-like rights in the whole company and they didn't.

So there was that um those like dual entity structures. There's I guess the continuation of that thought is like tokens aren't equity. They're not the same. They don't have the same financial and legal protections.

Um, and then you know what's so popular in crypto is token incentives for this and that and for growth and that's great but a way to to counter them is like to buy back the token. And so because of all those reasons buybacks have become popular um let's talk about as and your approach to this like maybe to start off like how did you even come up with the idea right because I I do think it's very novel and then maybe let's go through how it works in practice.

One of our other team members is also an attorney. Um, I've been thinking about this problem since I got into crypto, right? 2018. We came I thought we were building the future of finance. Little did I know that I was actually going to be spending most of my time trading memes. Uh, you know, shout out to the blockchain. It's uh, it's an addicting space.

I think that we've gotten to the point where we're all trying to figure out like market downturns, stock markets at alltime high, like where's the liquidity? Why is there no liquidity flowing into this market? Right? And we started with looking at like things like obviously Pump Fund.

There were some good projects in 2024 and December of of 24 where there was some cool AI stuff that launched, right? And you know, kind of knew at the time like this is all a joke, but like it was fun to trade at the time. The reality was is that there were a couple things I thought were quite novel. Unfortunately, I was just buying a memecoin, right? I was just buying a token that was loosely correlated with the business.

Believe comes out obviously early last year, you start seeing these businesses pop up and you see a thirst for this stuff, right? We see a thirst for for tech, I guess, for the first time in basically the whole cycle where people are like, I really want to buy into this company because he's a great founder, good business, like I'd like to get access to this.

Then you get down the road a little bit and unfortunately, once again, we run into the same conundrum again. These tokens aren't equity. They're not uh a part of the business. I'm not getting any, you know, real benefits from holding the token outside of liquidity flows and and and speculation, right?

So, that was kind of I I would shadow up believe Ben obviously made a horrible uh group of decisions, I believe, at different points, but the reality is is that he did give us some inspiration to build out what Sor is. So, I appreciate that.

Where we got to the legal portion of this was we started thinking about how can we solve this, right? How can we build access to startups? Give people intrinsic value in these startups one way or another. Right?

The baseline you start with is okay, how do we give equity, right? Equity is a security. There's a whole bunch of different problems with obviously giving out tokenized securities, especially the fact that we're seeing a lot of flows go onchain for the first time. It seems like it's progression to more trading on chain, right? Versus centralized exchanges, etc. We want to give anyone access to these tokens. How do we do that?

The the DRP structure was a mix of some thoughts about what doesn't work with tokens. So like let's think about throwing out every idea we have of tokens and start from scratch, right? The first thing we hit on was as a founder, do I go and sell 80% 90% of my company on day one? Of course not. Right? In token world we do. You give out tokens like they're candy and then you wonder why the founder has no incentive to keep working on this business. It's because they own a minority of their tokens, right?

So, we got to the baseline of like the founder should retain the majority of their tokens. I think if you look at like products like Curve where Michael living in a mansion, good for him, but like the reality is he wakes up every day and works on Curve. He's a great founder. Like by all definitions, he's a great founder.

We wanted to get back to giving and empowering our founders holding the majority of your tokens, but how do we give that value back to consumers as well, right? And the idea was is essentially think of it like a calf table, right? Rather than having token unlocks and vesting and and these airdrops to the community and things like that, why don't we just think about it like I'm going to do my first fund raise on chain or I'm going to tokenize my business. Let me find a structure that enables people to hold an intrinsic value in the company. let's remove the dual token equity model and have one source of value acrruel.

So that was really where we started. It's continued to evolve since then, but the general idea is equity is is risky obviously security stuff. We like the debt mechanism because senior debt is the highest on the liquidation preference, right? From a legal preference, you'd much prefer be a senior debt holder than an equity holder.

And in this world, you just talked about it earlier about like disclosures and trying to build out more transparency about these products, unfortunately, we're not always privy to that, especially web two companies. The only way we can protect people is by giving them a senior position against the company that enables them to say, "Hey, listen. Even if you dilute your equity, even if you take out a bunch of of debt, that that is, you know, subservient to the senior debt, I don't really care because I'm first in line. I get my cash and I walk away."

100%. Yeah. So, let's walk through an example of a project that is launched on Soore kind of from start to finish. So from launch through potential sale to Coinbase or something acquisition and and and how how do token holders how are they involved? How do they play a part the whole way?

Absolutely. So I guess we'll use like CBT for an example. I think that's the the largest by market cap. I think that they're the most far far along in terms of of launches. So CVT came to us. I met Patrick Sang uh in New York. Had a really good conversation with him. His background is incredible. Um really loved him. figured like this is our our banger. This is our first launch. Uh he wanted to democratize some access to his company. It's obviously like defense tech, drone tech, whatever you want to call it. And we thought, okay, this is a great offering.

So he said, listen, I need control of my company, but I want to fund raise a little bit from the public. I want to give exposure to to the public, right? So what we did with for them is that they launched with about 7% of the senior debt allocated towards the public, right? So basically by launching on the bonding curve and then also the LP you're able to get exposure to about 7% of their company at any given moment um through this debt mechanism right they may and just just real quick for our listeners like the I guess from my understanding the way that that's done is that there's a total supply of tokens that's a hard cap it's fixed say it's say it's 100 million and if you're Yeah. Okay. Nice. If you're saying there, you know, if Patrick's saying there's 7% of my company that's that's up for grabs, up for investors, it's 7 million tokens out of the 100 million are minted by him for his use but then owned by sword sword token holders because they you know basically participate in that in that sale. Is that how it would work?

Correct. So the tokens are actually minted put into a bonding curve for legal purposes. Right. There is no direct sale from the team to token holders. It is just put into a curve. People trade against each other, right? So, it's a typical bonding curve structure. It's why we like that from a legal perspective. Um, in terms of Yeah, absolutely. You can buy into CPT. You can sell CPT at any given moment. It's a liquid vessel, right? The cool thing is is that no matter what whenever you are trading these tokens, Soore is the intermediary that holds the senior debt against Impulser Enterprises at any given moment. Right?

So what we do is we have constant contact with um Patrick with his team. We check in obviously help them a ton on the marketing side and and business side and development but most importantly we're building out this um dashboard I guess if you want to call it that whereby you can actually get very deep insights into what's going on within Pulser. We check in with them. They actually have to sign documents that if they if they're you know fraudulent we can actually pursue that. they're actually putting up real signatures on these documents to say, "Hey, listen. These are all true. We we we certify that these are true. Then we can pass those on to the public and enable people to get better insights, get better protections." And at the end of the day, like I said, the senior debt always is uh superior to any other thing on their calf stack. Right.

Okay. So, basically, the launch happens. There's 100 million tokens total of which seven million have been uh invested in or participated put into the public. Yeah. Yeah. Put into the public. And so then from there, you know, Patrick's operating his company, what what are the different options in terms of him wanting to mint more tokens, him wanting to buy back tokens? How how would that affect current token holders? Like kind of all the mechanics.

Yeah. So the debt is the senior debt is dynamic at any given moment, right? And we're putting all this onchain at the moment as well. Um, so we'll have a DRP announcement in the next couple weeks whereby all this stuff is going on chain and super transparent. But how it works is essentially you start with that 7% right most companies start around 7 to 10%. Um, depending on the company and in Patrick's case, if they were to go and buy back tokens, they're able to do so at any given moment and reduce their debt against their company. Right?

So all it's very simple. You can have buybacks on our model. It reduces your debt. The idea of buying back every token and buying out your debt obviously with a blockchain is very difficult to do. But we do have mechanisms in place for companies that come to us and they say, "Hey, listen. I want to use this to bootstrap. I'm not sure if the token will will work for us long term. I might want to get rid of it at some point." All you have to do is create an amicable outcome with your token holders at some given moment. Say you say, "Listen, we're going to put up a couple million dollars to buy out the remaining supply." Everyone's happy. They get paid out and then you walk away from the token, right?

So, we give all these different options to all of our founders. In Patrick's case, down the road, it's a threemonth lockup period. You're not able to touch any tokens until then. After 3 months, what you have to do is you have to a have a discussion period with your community. Think of them like, for lack of a better term, they're basically the bank. they're able to come to you and say, "Hey, listen. We don't agree with this. We don't agree with this proposal." They can't say no. And and I think that's important. It's founder sovereignty is something that we pitch a lot, right? I don't want people to absolutely have control over these companies. We're not looking for control right now. We're looking for participation and access and financial offside.

Um they're able to discuss with them. Obviously, listen, if your token holders say no, don't do this. I would advise that you don't do it to be honest with you. So you have kind of that back and forth and then you make a final proposal to the public. It's uh disclosed, shown on our dashboard for 72 hours upon which after 72 hours you can then get those tokens sent to your wallet and use them for fundraising, OTC deals, market makers, centralized exchange listings. All those things are justifiable reasons why you would unlock those tokens. But it was all and like just to go back a little bit, our model was totally built after public markets, right? We're not trying to reinvent the wheel. This is what happens when you're a CEO of a company and you're selling shares. You disclose to the public. You know, you don't have to justify it in those situations, but in our situation, you have to justify it and you say, "This is why we're doing it." The public can reond react or respond appropriately before their tokens hit the open market and then everything's fair game.

Yeah. And maybe this is me going too deep and nerding out, but like I'm just curious, are there are there technically two tokens we're talking about here? Like in in Patrick's example, we're talking about he's minting tokens, you know, of of that are native to his project that he can then use and sell and do whatever with, but then there's also the tokens that go into the bonding curve that for for the investors and token holders that maybe represent the debt on top of his company. Are those the same or different?

Same token. It's just a mintable token, right? So you start with 7 million supply and then you can mint it up to right now our cap is 20%. So in theory it means that you can only have a debt of 20%. That's to prevent dilution um at some point right you go from like fundraising from the public to actually maybe you're just a scammer and you're taking a huge debt against a company that's not worth anything.

Okay. So there's like basically one token and maybe there's like a clone of it in the bonding curve that's that's assigned to token holders, but then also that is given to Patrick to do whatever he needs to do with. Yeah. I mean, like I said, it's the same contract address, right? The tokens that are put into the bonding curve are a portion of that supply. The remaining is mintable supply that he can mint at any given moment, if that makes sense.

Okay. Okay. So, yeah, cuz like the initial raise is 7 million out of the 100. Correct. That's what token holders own. But then he can say like, "Oh, can I have another five for this reason?" And then, okay, but at any given moment whenever he does that, right, it's no different than buybacks reduce that senior debt. Anytime you mint new tokens, it increases your senior debt. So, it goes up and down based on what your supply dynam dynamics are, right? And the the debt is basically priced at current tokens that have been, you know, minted or that are outstanding times current price.

And so he can buy those back at any time, but the the the price of the debt can fluctuate. The interesting thing about our debt mechanic, which I think a lot of people actually don't get, is that the debt mechanic is always against the underlying company, right? And the reason we do that is is for example like in Padre's case or tensor's case vector whatever um the reality is is if you had a debt against the just the token or the debt was represented by the value of the token no one would really be that much better off right in our case we want to make sure that there is one source of value acrruel you're always rooting for the company to succeed you don't really have to worry about the token much right the token is obviously a liquid vessel for it but the reality is is you want the company to do Well, in in Pulser's case, right now they have a 7% debt. If they got bought for hundred million tomorrow, $7 million of that would be directly allocated to Soore as the private debt holder, which would then be dispersed as we see fit.

Yeah. So, you come with my next question, which was like what happens in the event of a a sale, right? like how you know if if if token buybacks currently are the the bandit on a bullet hole of like trying to force value acrruel in you know two two token holders mechanically and it's not great. The way that you guys do it is via this mechanism and so yeah there's 100 million tokens. um he's he's issued 7 million that are up up for public grabs and he sells his company. Basically the the investors the token holder investors would get 7% of that correct that outcome because they own 7% of it's always represented by circulating supply at any given moment. So your circulating supply that is in the public. We're going to have a dashboard that covers all this very shortly, but you'll always see how much the debt percentage is against the actual company. That that makes sense.

Do you ever see founders potentially doing a secondary or tertiary like sale or launch like going from that 7 million to like more, right? Selling more to the public potentially?

Yeah, totally. We we see it as in certain cases whereby there's a solid justification. I think it makes a lot of sense, right? And I I think that I always get tied up and I don't want to mention any names, but I always get tied up in liquid markets are really cool because of liquid, right? And that's what I love about our model is that it's a dynamic type of model whereby you can buy back and reduce or you can increase and mint more and increase your debt, right? And I think that's great because why have a liquid market if the founders and the team don't actually have access to it. So I do see events whereby down the road maybe Patrick's like, "Hey, listen rather than I have two options, right? I go to either VC1 who takes a cut of it or I raise more from the public. What would you guys prefer to do?" you can just have that conversation at the end of the day, right?

Um, we're not the end all beall for fundraising. The reality is is we're primarily focused on getting companies off the ground, giving them that startup capital to find their next big raise, right? I do aspire to get towards the the later stage stuff, but the reality is is right now for early stage stuff, we're a great way to quickly and efficiently find capital formation and fund raise. And the later stage stuff, what we're seeing is that they're coming to us and saying, "Hey, I need a bridge loan. Can I tokenize through Soore, get a quick bridge loan, and then go raise my next round." So that's kind of the two areas that we're seeing the most PMF right now.

Right. That makes sense. And then my only I don't know kind of like outstanding question on the model is the founder obviously is going to have knowledge about his company and business that even token holder investors will not have. Yeah. What do you think would happen in the situation where like there's a big deal that he's about to sign and he knows this is going to be very bullish for the company and the business and the valuation and revenue. Um wouldn't he have an incentive to like buy back tokens a lot of them as many as them as he could before that deal gets announced you know to the detriment of like token holders potentially?

Totally. So I think number one on that front is that we need to improve and increase transparency. Right? So that's one of the big focuses of Q1 for us is to try to get more certified documents that are presented to the public whenever it's appropriate. The second portion of that is is that it's also a little bit of kind of how we designed the mechanics, right? The reality is is that we want these tokens to move without, you know, not every company gets acquired. I want these tokens to perform well over time based on how well the underlying business is. And I think that that what you just that situation you described although it can be less malicious. It's more like, hey, listen, we're making big moves. It's probably a good idea for myself to go acquire some of this debt cheap right now because I feel like we're going to have a good year. That positively affects token holders, right?

So, it's kind of this pushand pull formula whereby the team ideally in a in a world where um they have cash and they have cash flow, what you're going to see is they kind of keep the parody between the public market and the private market very close in tandem, right? Because if you're a company and you're undervalued by 50%. You might say, "Well, we have this free cash sitting around. We're not investing in growth right now. Let's do some buybacks. It'll make people happy. A, but most importantly, we can actually get back some of our company value cheap." Alternatively, if you're feeling like the market's running hot and you're a little bit overvalued, you'd be like Brian, you know, from Coinbase. Like, you know, sometimes obviously any CEO says like, "I need to take some of the value off the table right now."

And in a company's case, you could say, well, rather than let's just let the thing run and leave it, maybe you take a little bit of value off the open market and reinvest that in growth and say like we're not worth $200 million yet, but if we put, you know, a million dollars into growth, we can get there, right? So, it's always like trying to keep it within parody. And I think that's really the goal of any market is that it's pretty efficient, right?

Yeah, that makes sense. And obviously the founder, the founding team can buy their tokens that are circulating off the open market. Like maybe they minted some, sold them, they can buy them back at any time for the current market price. Can the founding team buy out the like launch initial launch investors at the current price like without them signing off on it or would they have to say like would they have to make those those tokens or that those shares you know kind of in the company like available to the founder it's a liquid market right where you don't have to ever give back those tokens right in theory now I like to think about it from a game theory perspective Right? And both sides are trying to work together to find the best outcome, right? And probably in reality, what what any negotiation occurs, you kind of end up in the middle ground, right? Where not either party's like super satisfied, but they're okay with the outcome.

Um I think in the case of Yes, like if you're a founder and you're trying to get back all these tokens, like I talked about earlier, we are creating mechanisms for you to actually wind down your token. The reality is is that token holders are going to find the best outcome for themselves and agree with that as long as they're happy with it. And the founder is going to say, "Great, I'm happy with this proposal that we're putting forth." Right? In terms of the the later stage stuff, yes, like I said once again, you can hold on to your tokens and prevent people from from buying them back. You can always hold that value. No one can really force them out of your wallet, right?

What I do think we will see as we're talking to some of these larger companies that are, like I said, they're trying to use this as a um bridge round, a bridge round, right? They kind of want to walk away from this at some point. What I think you'll see is is that they end up just putting a portion of their later round into an LP. They're able to buy out everyone in an agreed upon rate and then they walk away hands clean. And I think that's good, right? I think we've gotten too obsessed with in crypto this idea of tokens are forever, right? I mean, we've seen it with like Twitter, for example. I mean, Elon bought Twitter that was a public company and took it back private. And I think that's how we want this market to work. The same way that you take a company public on Soore, on Salana, or wherever chain you're on, and eventually you bring it back private if you think it makes sense. You know, it might be private equity, whoever it is. I like to think of everything about how the true the real world works. I want to replicate that on Soore. And we usually take inspiration if you understand history and understand how the world works. We're very close in time and place to all those things that occur.