ADR-0022: Rights to the token are sold before the token exists, and issuance still waits for ADR-0018 §4

ADR-0018 fixed what the token is: a governance token that pays for settlement work, never gas and never collateral. It listed four issuance conditions in §4 and said that until one of them holds, "the chain…

Status: accepted. Dated 2026-09-16.

2026-09-16. Status: ACCEPTED (owner, 2026-09-16). The owner opened token rounds in the shape Solana's own took: private rounds by direct agreement now, a public presale after, and delivery if and when the token is issued. This is not issuance — no mint exists, and the four conditions in ADR-0018 §4 still gate it — but it is a sale, and ADR-0018 assumed there would be none before issuance. This ADR records what changed, what must not, and the governance mechanics ADR-0018 left open. Price, size, vesting, supply, emissions, allocation, the mint address and the chain remain undecided. This is not legal or tax advice.

1. Context

ADR-0018 fixed what the token is: a governance token that pays for settlement work, never gas and never collateral. It listed four issuance conditions in §4 and said that until one of them holds, "the chain runs on SOL, the roles are the operator's, and the site says no token exists". §7 was a checklist for issuance day, and it opened with "nothing below is done now".

On 2026-09-16 the owner opened rounds that sell rights to the future token. That is a different act from issuing one, and ADR-0018 did not anticipate it. Two of the sentences the site had been repeating for weeks — "no sale" and "no allocation" — stopped being true the moment the first round opened, while the sentences that matter most to a reader being defrauded — "not issued", "no mint address" — stayed true and became more load-bearing, not less.

A decision record that does not say this leaves the site making claims with nothing behind them. That is the thing this project has consistently refused to do, so the record moves with the decision.

2. Decision

Rights to the token may be sold before the token exists. Issuance itself still requires at least one of the ADR-0018 §4 conditions.

2a. What is sold

A contractual right to a future Solieum token, delivered if and when the token is issued. Not the token: there is no mint, so there is nothing to transfer. A buyer who is told they are receiving tokens today is being told something false by someone who is not us.

2b. The stages

stagewhoterms
private roundsby direct agreement, and only where the buyer is eligibleprice, size and vesting are settled in the agreement and are not published
public presaleopen to anyone eligible, announced on the official site firstnot dated, and not designed here

The ordering is deliberate and matches the pattern the owner named: private first, public after. Nothing obliges the presale to happen; it is planned, not promised, and the site says "planned, no date" rather than a quarter.

2c. What the site says, and stops saying

wasis nowwhy
"no sale"removedfalse the moment a round opened
"no allocation"removeda sold right is an allocation in everything but name
"not issued", "no mint address", "no published supply"kept, and repeated on more pagesstill true, and it is what a reader checks a scam against
"no airdrop"keptstill true, and see §4
"nothing here is an offer of any security"removeda sale of future token rights for money cannot carry that sentence honestly
"any public sale not announced on the official site first is fake"new, and the presale's own anti-scam line

2d. What does not change

  1. The fee path. Gas is SOL, priority bids are SOL, the bridge fee is SOL, and the withdrawn fee discount stays withdrawn (ADR-0018 §2 rule 1).
  2. Bonds. Every bond that secures user funds or pays a challenger is SOL (ADR-0018 §2 rule 2).
  3. The security constants. The challenge window, the air gap, the dispute authority, the one-step classes, the state commitment and the supply rule are code, changed by redeploy, and no vote reaches them.
  4. The issuance gate. §4 of ADR-0018 still decides when a token exists. Selling a right does not satisfy any of its four conditions.
  5. No airdrop.

3. The governance mechanics ADR-0018 left open

ADR-0018 §2a said what holders decide. It did not say how. Selling rights to a governance token makes that omission material, because a buyer is buying the mechanism as much as the parameter list.

  • One token, one vote, through an on-chain vote program. That program does not exist. No proposal has been made and no vote has been held; every parameter in ADR-0018 §2a is set by the operator today.
  • Delegation. A holder may delegate their weight to a delegate and revoke it at any time. Delegation moves voting power, never custody of the tokens.
  • A timelock between a vote passing and it taking effect, long enough to exit through the bridge. A governance decision a user cannot leave ahead of is a decision imposed on them, and the 48-hour window already sets the floor for what "long enough" means.
  • Quorum is undecided.
  • No elected security committee. Program upgrade authority stays with the operator's keys until a separate ADR hands it to a governance-controlled multisig behind a timelock (ADR-0018 §2a), and that ADR does not exist. A vote cannot move those keys, there is no body for holders to elect, and the site must not imply otherwise.

None of the above is built. It is the shape a vote would take, recorded so that what the site says has something behind it, and so a later implementation has a specification to disagree with.

4. Why there is no airdrop, and what that costs

The usual route to distributing a governance token is an airdrop to users at launch. It is how such a token normally acquires a holder base, and it is the route this decision declines.

Solieum does not airdrop. Rights go to private-round buyers first and presale buyers second. The consequence is worth writing down rather than discovering in a diligence call: a governance token distributed this way concentrates votes in the people who bought them, not in the people who use the chain. If governance is meant to represent users, this distribution does not deliver that on its own, and something else must — the non-transferable points for early verifiers, challengers and providers that ADR-0018 §4 already reserved are the obvious candidate, and remain a decision for the issuance record.

5. What is still undecided

Price, size and vesting per round; supply; emissions; allocation; the mint address; the chain it is minted on; quorum; the vote program; the delegation contract; and the route from the operator's keys to a governance multisig. Each is a decision with reasons, recorded when taken. Until the mint address has a value on the token page, every address claiming to be the Solieum token is a scam, and the page says so.

6. Open questions and risks

  1. Securities posture. Selling rights to a future token for money is very likely a security in most jurisdictions. The site no longer claims otherwise — the sentence that did was removed in §2c — and it now states facts only: a private round, by direct agreement, restricted by where the buyer lives. The wording of any actual disclaimer is for counsel, not for this ADR and not for the site's authors.
  2. Governance legitimacy. See §4. Unresolved.
  3. Concentration and vesting interact. A timelock that lets users exit ahead of a vote is worth less if the votes that pass are cast by holders whose own tokens are still locked. Not designed here.
  4. The presale's eligibility rules are not written. "Open to anyone eligible" is honest about the existence of a restriction and silent about its content, which is the correct state before counsel, and the wrong state permanently.

7. Consequences

  • The site changed with this decision rather than after it: the private-sale notice, the investors fact row, the FAQ answer, three lines in the white paper, and a restored /token page whose every claim traces to ADR-0018 or to this record.
  • /token's crawler fallback carries the anti-scam text, so a reader checking a fake address does not need JavaScript to get the answer.
  • ADR-0018 §7's checklist is now partly executed ahead of issuance: the FAQ answer, the investors fact row and the /token page are done; the fees page is unchanged, as that ADR predicted it would be.
  • ADR-0018 §2 rule 1 and rule 2 are restated here because a token round is exactly the moment somebody proposes putting the token into the fee path or behind a bond. A proposal to do either reopens both ADRs.
  • website/src/content.expand.ts still carries the withdrawn fee-discount sentence ("the most it will do in the fee path is an optional discount"). It is stale against ADR-0018 §2 rule 1 and should be corrected.