Proposal “Scoby-Society-investment“ (Closed)Back

Title:Introducing Scoby Social to the Dash Ecosystem
Owner:ScobySociety
One-time payment: 541 DASH (16680 USD)
Completed payments: no payments occurred yet (1 month remaining)
Payment start/end: 2021-10-12 / 2021-11-11 (added on 2021-10-15)
Final voting deadline: in passed
Votes: 87 Yes / 213 No / 95 Abstain

Proposal description

Upshot:
Scoby Social is an app that allows professionals such as instructors, experts, and content creators to establish meaningful relationships with their prospects and clients. We plan to employ Dash to empower borderless payments between our members in our app. Scoby Social is an app that is live now. We'll be holding live sessions on Scoby Social for the Dash community on Wednesday, October 20th at 8am and 5pm EST. We'll be sharing details on these sessions next week. Please download and register to receive instructions on joining us for the Dash Sessions on Scoby.

NOTE: This is a proposed investment, not a grant. Here is a link to the security offered to the DIF if this project is funded. A summary of terms are below.

Project Name:  
Scoby Social: Global B2B Creator Ecosystem

Purpose:
This project addresses the business needs of talented professionals, entrepreneurs and creators, especially those who lack access to global markets because of a hyper-inflationary national fiat currency economy, the economic impact of sanctions, political oppression, poor infrastructure or other issues. The project also addresses the business needs of organizations around the world seeking exceptional, affordable talent.



HERE IS A LINK TO THE SLIDE DECK FROM THE VIDEO.

RECORDING OF CONVERSATION ON SCOBY WITH DARREN TAPP, DASH INVESTMENT FOUNDATION SUPERVISOR

We had a quick test session with Darren, which turned into a fascinating conversation on NFTs and Scoby. You'll see how much easier it is to collaborate and partner on a live, real-time conversation platform, and hear some exciting technical and business solutions for Scoby and Dash.

The audio sync is off because I didn't think to record from the beginning so put together two videos quickly, but you'll get the idea.

Join us Wednesday at 8am and 5pm EST on Scoby Social! To join, just download the app, register and follow @david. You'll be notified when the session starts.



Description and Goal Statement:               

Scoby Social is a global B2B creator ecosystem centered on a mobile app for discovering, hosting and joining live, real-time shared experiences. The primary purpose of our app is to connect talent with prospective clients around the world in live audio/video conversations.

Beginning a relationship during a live conversation establishes trust and deepens connections, which accelerates the purchasing, engagement, hiring or contracting process.

Before Scoby, the process of gaining businessclients was daunting for professionals. On Fiverr and Upwork there are multiple steps and conversations before you finally get to a live interview. Very often, regardless of the profile, the hiring comes down to chemistry between the talent and the client, which isn’t discovered immediately.

Many professionals set up elaborate sales and marketing funnels using Clickfunnels, Kartra, ActiveCampaign, InfusionSoft and other software platforms.
Professionals then drive traffic to landing pages through social media ads, LinkedIn posts and other means of building lists and driving traffic to their landing pages.

We believed we could address a major issue in the connection of professionals with business clients. We tested our theory with the launch of Scoby on Product Hunt, July 9, 2021.
We wanted to contract with customer support professionals so that there were creators on our app to host shared experiences with the new members when they signed up over launch weekend.

Rather than interviewing everyone separately, I offered to pay every applicant to participate in a public audition on Scoby. Those who passed the live audition were then offered contracts to host live sessions on Scoby during launch weekend.

We had 35 people from around the world show up for the audition, including talent from Nigeria, Philippines, Jamaica, Zimbabwe, Eastern Europe, the US and Venezuela. I then engaged 15 of those who auditioned to host sessions for the Product Hunt launch weekend.

One of the most compelling hosts was a young professional named Lucas from Venezuela. (Lucas is not his real name). He was an excellent host of his own sessions, and an engaging guest on sessions that others hosted.

I hired Lucas as a talent scout for Scoby, and he quickly took on the additional role of product manager.

I learned from Lucas how challenging life is for a professional services provider in Venezuela. It’s difficult to get paid, and it’s difficult to make basic purchases due to hyperinflation.
Here’s a very brief summary of his system.

When I pay Lucas every other week, I send the money through Zelle to his friend who lives in the US. When Lucas needs to make a purchase, he has to find someone “on the street” with US dollars who can accept payment from his friend’s US bank account to the black-market US bank account.

He then has to find someone else “on the street” to change the US fiat to Bolivars so he can make his purchase.

The providers of goods and services need to get their Bolivars back into US dollars as quickly as possible so their Venezuelan fiat doesn’t rapidly lose value through hyperinflation, which again involves US bank accounts, the black market and exchanges on the street.

Just last month (September 2021), Lucas was upset because his friend in the US with the bank account couldn’t get Lucas the money that I had transferred because his friend’s mother was hospitalized and the bills drained his bank account.

Lucas had no way to get paid for the work he had performed.

In 2017 Matthew Melmon (my Scoby co-founder) and I created a crypto-asset to finance solar energy and smart-city infrastructure projects. Because those are highly regulated markets and the SEC was looking very closely at Initial Coin Offerings (ICOs) at the time, I chose to offer a “DUSTO” (Debt Until Security Token Offering) as a security token presale under the SEC’s Regulation Crowdfunding (Reg CF) rules.

We then partnered with an equity crowdfunding portal to offer SEC compliant security token services to other issuers. These were challenging because the SEC was very slow qualifying Security Token Offerings (STOs) under Regulation A (Reg A), which would allow for up to $50 million.

Today, Reg CF allows start-ups to issue up to $5M and Reg A up to $75 Million, though the SEC is still very slow to qualify security offerings under Reg A, and the crowdfunding portal is still active.

Matt and I gained substantial blockchain experience during this period, and learned to appreciate the importance of Dash in the blockchain and crypto ecosystem as a fast, secure payments-oriented utility token.

Most importantly, what drew us to Dash was the DAO. The Dash ecosystem including the governance for the blockchain is unparalleled in our estimation.

I knew that crypto could be a solution to the challenge of creator and talented professionals in Venezuela receiving compensation and paying for goods and services, and when I learned that Dash had been making significant inroads into adoption in Venezuela it was clear that Scoby could establish a symbiotic relationship with the Dash network.

While a lot of Dash’s efforts had been focused on restaurants and consumer goods and services, I believe a focus on the creator economy and professional services could bring a true renaissance to the people around the world who have prodigious capabilities and very restricted opportunities.

We plan to roll this out globally at launch, with significant marketing efforts focused on countries with a highly developed workforce limited by banking, economic and political issues.

Americans take for granted having a salary deposited in a bank account and using a credit or debit card to make purchases anywhere. However in most developing countries that is not the case.

We believe that Scoby, in partnership with Dash, can bring significant benefits to the people of many nations in Latin America, SubSahara Africa, Eastern Europe and Southeast Asia, as well as anyone in the world suffering from a large gap between capability and opportunity.

In preparation for this project, Scoby has engaged a software development team with members in Venezuela, Ukraine, South Korea and Sub-Saharan Africa, and we’re ready to build Dash transactions into Scoby to match talent with opportunity across the globe in frictionless co-creation.

The actual development team of the integrated product will also be the first test-bed. The software engineers will be paid in Dash for their work on this project and contribute to the circulation and promotion of Dash in their local markets.





SCOBY SOCIETY

SUMMARY OF PROPOSED TERMS
CONVERTIBLE NOTE FINANCING
MARCH 15, 2021

The following is a summary of the basic terms and conditions of a proposed convertible note financing by certain investors (each, an “Investor” and, collectively, the “Investors”) and SCOBY SOCIETY, a Delaware public benefit corporation (“Scoby” or the “Company”). This term sheet is for discussion purposes only and is not binding on the Company or the Investors until a definitive note purchase agreement has been agreed to and executed by the Company and the Investors.

ISSUER: Scoby Society, a Delaware public benefit corporation.

AMOUNT: Up to $500,000 in principal amount.

CLOSING DATE: Initial closing on March 15, 2021, or such other date as is mutually agreed to by the Investors and the Company (the “Initial Closing Date”). The Company may conduct one or more additional closings through December 31, 2021 (each, a “Subsequent Closing Date”).

NOTES: On each Closing Date, each Investor will receive a promissory note (each, a “Note”) that matures on March 15, 2023 (the “Maturity Date”). The Notes will accrue simple interest at a rate of 12% per annum

CONVERSION: In the event the Company consummates a private placement of its Preferred Stock for an aggregate offering amount of $1,500,000 or more (inclusive of the Notes) (a “Qualified Financing”) on or before the Maturity Date, then the Notes, and any accrued but unpaid interest on the Notes, will convert into shares of Preferred Stock at a 15% discount to the per share price of such Qualified Financing; provided, that in no event will the conversion price exceed a pre-money, fully-diluted valuation of $7,000,000.
.
OPTIONAL CONVERSION Prior to the Maturity Date, each Note will be convertible at the election of the holders of at least 51% of the outstanding principal balance of all Notes into the mostly recently issued class of securities on terms to be mutually agreed to by the parties.

Without limiting the foregoing, in the event that prior to the Maturity Date the Company elects to sell all or substantially all of the assets of the Company or to enter into a merger or similar transaction, then the Company will give the Investors at least thirty (30) days prior written notice and the opportunity to convert all Notes into the mostly recently issued class of securities (or to be repaid in full at the closing of such transaction).

NOTE PURCHASE AGREEMENT: The financing will be made pursuant to a Note Purchase Agreement drafted by counsel to the Company. Such Note Purchase Agreement will contain, among other things, appropriate representations and warranties of the Company and the Investors. Until the Note Purchase Agreement is signed, no obligation will exist on the part of the Company, any Investor or any other person to consummate the transactions contemplated by this summary of terms.

* * * * *

Show full description ...

Discussion: Should we fund this proposal?

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3 points,2 years ago
Sorry the vote didn't go your way. The more dash you ask, the higher the expectations are. Needed working products and possibly endorsements from well known / high profile people.
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1 point,2 years ago
I am voting no on this budget proposal, as i feel this should be funded and handled further directly by the DIF if the DIF finds this an attractive investment target for Dash. There is just too many 500 dash funding requests this month (your proposal, DIF proposal, Dash Incubator proposal, Dash Core Group proposal) to allocate in our current October superblock.

I would also feel more comfortable with the DIF making some good escrow arrangements (maybe spread over some months), then the network funding this high amount one-time funding request from a party that has not yet build trust with the network.
Reply
1 point,2 years ago
I agree that if the funding is not achieved through this proposal, that would be an acceptable Plan B, and maybe should have even been Plan A. The DIF is way more qualified to make an assessment on this type of proposal than the MNOs would be.
Reply
1 point,2 years ago
As I noted above, the DIF funding was plan A. The Network is Plan B. There is no plan C. (We've invested months of work in this, and the Network does not want to partner on these terms, which we believe are both generous and mutually beneficial, then we're going to be moving on.)

I do very much appreciate your support!
Reply
0 points,2 years ago
We've presented to the DIF and went through an extensive due diligence process. The DIF chose to send this to the Network for a vote rather than funding directly. I believe one of the main reasons was that we could bring significant value to the Network, and the Network could bring significant value to Scoby if we collaborated directly rather than going through the DIF.

So, if this is voted down by the Network, we will not be going back to the DIF, we will be seeking a different blockchain partner.
Reply
0 points,2 years ago
Sorry, too high ask for implementing Dash into an app.
Dash has open source libraries for all sorts of purposes and if we are bribing people to use Dash against their will almost, what's the point?
Reply
1 point,2 years ago
It's not a bribe, it's an investment. If the Dash Network votes against this, then you lose the upside if the projects a success.
Reply
1 point,2 years ago
Market validation:

"Li Jin’s Atelier Joins Crypto Firm
Last year, two former Andreessen Horowitz investors left to launch their own solo funds. Jesse Walden, who invested in blockchain companies at Andreessen, launched Variant Fund, while Li Jin left the firm’s consumer team and launched Atelier Ventures. On Wednesday, Variant announced it would merge with Atelier to focus on consumer technology in the crypto market through a new, $110 million fund. Jin will join Variant as a general partner.

Jin has become one of the most well-known commentators on what she’s termed the ‘passion economy,’ writing newsletters and publishing podcasts alongside her early-stage fund. The combination is just the latest sign of overlap between the crypto industry and creator startups, which we have detailed in charts on NFT startups and Andreessen Horowitz’s investments.

“The future of consumer software is crypto, centered around the belief that what users create and the value they engender belongs to them,” wrote Jin in a blog post on the Variant site. "

The Information
Reply
1 point,2 years ago
UPDATE: recording of our initial conversation with Darren Tapp added to the proposal above. You'll hear a really cool possibility for NFTs and transactions in Scoby using the Dash data contracts.

Enjoy!
Reply
2 points,2 years ago
UPDATE! Brand new video presents investment thesis.
Reply
2 points,2 years ago
UPDATE: I've added a link in the proposal to the signed documents memorializing the equity interest in Scoby Society provided to the DIF that will take effect upon funding.

I've also added a summary of the terms of the agreement and a video of the full investor pitch.
Reply
0 points,2 years ago
I personally don't see much value in this integration and I have my doubts the app really fills a need people have, though I am far from an expert. I am voting NO, I tend to think something better will come along and we can save the DASH for then.
Reply
2 points,2 years ago
We can't save Dash from funding cycles for later use.

Every cycle a fixed max amount of Dash is available for proposals. If it's not used up, the remainder is never minted into the coin supply and not available in the next cycle.
Reply
1 point,2 years ago
I hope you hop on this week (Wednesday) for one of the two Dash sessions and see for yourself. I'll be posting our feature roadmap before then.
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3 points,2 years ago
Thank you David Levine for coming to us with this proposal - I really appreciated your pitch and I think this is a great mutually beneficial opportunity for Dash and your new business. I'll be supporting this as long as the legal framework works out agreeably with the DIF.
Cheers!
Reply
0 points,2 years ago
I replaced the video above with a full explanation of the investment thesis and the security offered.
Reply
0 points,2 years ago
Thank you! I'm going to post the signed documents tomorrow. Darren is reviewing them now.
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2 points,2 years ago
This is a rather large ask, has the proposal owner considered approaching the Dash Investment Foundation for funding?
Reply
5 points,2 years ago
The proposal owner has approached the Dash Investment Foundation.

I am working with David to secure the legal framework which will guide transfer of equity to the DIF if this passes. I will update this proposal with a comment if I am unable to secure satisfactory legal framework.
Reply
2 points,2 years ago
Much thanks, Darren, I wish the PO had secured the legal framework before posting this ask, makes voting on this proposal much more difficult.
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0 points,2 years ago
I added a video above with the full investment thesis, and a link to the signed documents that will take effect upon funding.
Reply
1 point,2 years ago
Here are the terms that are mutually agreeable between the DIF and Scoby Society. I'll post a link to the fully-executed agreements within the next few days.

We have already raised about $300,000 on these terms, so the DIF will be joining other angel investors in a Note Purchase Agreement.

SCOBY SOCIETY

SUMMARY OF PROPOSED TERMS
CONVERTIBLE NOTE FINANCING
MARCH 15, 2021


The following is a summary of the basic terms and conditions of a proposed convertible note financing by certain investors (each, an “Investor” and, collectively, the “Investors”) and SCOBY SOCIETY, a Delaware public benefit corporation (“Scoby” or the “Company”). This term sheet is for discussion purposes only and is not binding on the Company or the Investors until a definitive note purchase agreement has been agreed to and executed by the Company and the Investors.

ISSUER: Scoby Society, a Delaware public benefit corporation.

AMOUNT: Up to $500,000 in principal amount.

CLOSING DATE: Initial closing on March 15, 2021, or such other date as is mutually agreed to by the Investors and the Company (the “Initial Closing Date”). The Company may conduct one or more additional closings through December 31, 2021 (each, a “Subsequent Closing Date”).

NOTES: On each Closing Date, each Investor will receive a promissory note (each, a “Note”) that matures on March 15, 2023 (the “Maturity Date”). The Notes will accrue simple interest at a rate of 12% per annum

CONVERSION: In the event the Company consummates a private placement of its Preferred Stock for an aggregate offering amount of $1,500,000 or more (inclusive of the Notes) (a “Qualified Financing”) on or before the Maturity Date, then the Notes, and any accrued but unpaid interest on the Notes, will convert into shares of Preferred Stock at a 15% discount to the per share price of such Qualified Financing; provided, that in no event will the conversion price exceed a pre-money, fully-diluted valuation of $7,000,000.
.
OPTIONAL CONVERSION Prior to the Maturity Date, each Note will be convertible at the election of the holders of at least 51% of the outstanding principal balance of all Notes into the mostly recently issued class of securities on terms to be mutually agreed to by the parties.

Without limiting the foregoing, in the event that prior to the Maturity Date the Company elects to sell all or substantially all of the assets of the Company or to enter into a merger or similar transaction, then the Company will give the Investors at least thirty (30) days prior written notice and the opportunity to convert all Notes into the mostly recently issued class of securities (or to be repaid in full at the closing of such transaction).

NOTE PURCHASE AGREEMENT: The financing will be made pursuant to a Note Purchase Agreement drafted by counsel to the Company. Such Note Purchase Agreement will contain, among other things, appropriate representations and warranties of the Company and the Investors. Until the Note Purchase Agreement is signed, no obligation will exist on the part of the Company, any Investor or any other person to consummate the transactions contemplated by this summary of terms.

* * * * *
Reply
1 point,2 years ago
@ScobySociety, Could you give us details on what the DIF will be receiving if this proposal where to pass? I am quite interested in this and think this could be a really great partnership for Dash to enter into, however we have been burned too many times to give out funding without a contract with one of our sub organizations operating for the benefit of the DAO.
Reply
0 points,2 years ago
I replaced the video above with a full explanation of the investment thesis and the security offered.
Reply
1 point,2 years ago
Here are the terms that are mutually agreeable between the DIF and Scoby Society. I'll post a link to the fully-executed agreements within the next few days.

We have already raised about $300,000 on these terms, so the DIF will be joining other angel investors in a Note Purchase Agreement.

SCOBY SOCIETY

SUMMARY OF PROPOSED TERMS
CONVERTIBLE NOTE FINANCING
MARCH 15, 2021


The following is a summary of the basic terms and conditions of a proposed convertible note financing by certain investors (each, an “Investor” and, collectively, the “Investors”) and SCOBY SOCIETY, a Delaware public benefit corporation (“Scoby” or the “Company”). This term sheet is for discussion purposes only and is not binding on the Company or the Investors until a definitive note purchase agreement has been agreed to and executed by the Company and the Investors.

ISSUER: Scoby Society, a Delaware public benefit corporation.

AMOUNT: Up to $500,000 in principal amount.

CLOSING DATE: Initial closing on March 15, 2021, or such other date as is mutually agreed to by the Investors and the Company (the “Initial Closing Date”). The Company may conduct one or more additional closings through December 31, 2021 (each, a “Subsequent Closing Date”).

NOTES: On each Closing Date, each Investor will receive a promissory note (each, a “Note”) that matures on March 15, 2023 (the “Maturity Date”). The Notes will accrue simple interest at a rate of 12% per annum

CONVERSION: In the event the Company consummates a private placement of its Preferred Stock for an aggregate offering amount of $1,500,000 or more (inclusive of the Notes) (a “Qualified Financing”) on or before the Maturity Date, then the Notes, and any accrued but unpaid interest on the Notes, will convert into shares of Preferred Stock at a 15% discount to the per share price of such Qualified Financing; provided, that in no event will the conversion price exceed a pre-money, fully-diluted valuation of $7,000,000.
.
OPTIONAL CONVERSION Prior to the Maturity Date, each Note will be convertible at the election of the holders of at least 51% of the outstanding principal balance of all Notes into the mostly recently issued class of securities on terms to be mutually agreed to by the parties.

Without limiting the foregoing, in the event that prior to the Maturity Date the Company elects to sell all or substantially all of the assets of the Company or to enter into a merger or similar transaction, then the Company will give the Investors at least thirty (30) days prior written notice and the opportunity to convert all Notes into the mostly recently issued class of securities (or to be repaid in full at the closing of such transaction).

NOTE PURCHASE AGREEMENT: The financing will be made pursuant to a Note Purchase Agreement drafted by counsel to the Company. Such Note Purchase Agreement will contain, among other things, appropriate representations and warranties of the Company and the Investors. Until the Note Purchase Agreement is signed, no obligation will exist on the part of the Company, any Investor or any other person to consummate the transactions contemplated by this summary of terms.

* * * * *
Reply
1 point,2 years ago
Under what jurisdiction are these notes being filed, I tried to do an EDGAR lookup on sec.gov website, found nothing under your company name, if the notes are convertible for equity, I would expect to see a filing.
Reply
-1 point,2 years ago
Hi agnewpickens -- under a Reg D exemption (for qualified investors only) we typically don't file the Form D with the SEC until after the entire note purchase agreement is closed. It's still open at this point.

This is under the US SEC jurisdiction (we're a DE corporation). This is an atypical deal, in that the security is going to a qualified investor, while the voting has aspects of crowdfunding. We have a very wide latitude under Reg D.
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1 point,2 years ago
Please provide a link to your filing, thanks.
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-1 point,2 years ago
There are no filings at this point. Once we reach the maturity date, convert or raise the maximum $500K we'll file the Form D.
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0 points,2 years ago
hi! please the proposal description
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2 points,2 years ago
hello boxer! do you have a question about the proposal description?
Reply