(a) Problem the project solves

The current token framework is structurally broken for funding and managing projects onchain. Onchain token launches routinely break the trust between a project's team and the people who fund it with no accountability. Money raised in a token sale lands in wallets the team controls directly, so holders depend on the team to spend it as promised. Coin-based poll voting gives holders no economic incentive to participate thoughtfully and no enforcement when the team ignores the result, so voting becomes an opinion poll and engagement decays. Because of this, a project's performance stays structurally disconnected from the token that funded it. As long as the tooling for raising capital, forming an entity, and governing a project remains broken, tokens cannot meaningfully scale along with their projects. Umia closes these custody, governance, and alignment gaps.

(b) Operational priorities

Umia funds ongoing development and operations from its noncustodial onchain treasury disbursement, the same mechanism available to every project launched on the platform. At formation the team sets a monthly operating budget it can draw automatically to cover core development and operations, so routine work is funded without a proposal for each essential expense. Any spending beyond that budget requires approval through a decision market, and as the protocol demonstrates traction, holders can approve raising the budget, minting new tokens, or running a follow-on auction to add funding through the same mechanism. Over time, Umia is designed to support itself from its own revenue: a configurable share of the trading fees generated on spot and decision-market activity across every project on the platform, governed through the fee switch, and a fixed share of token supply granted by each project admitted through the Community Track. That revenue accrues to the protocol's noncustodial treasury, and UMIA holders decide how it is deployed. Projects currently pay no fee to form on Umia; a project-creation fee is a possible future revenue line that governance could add. Umia has not yet launched and is pre-revenue. In the near term Chainbound, the research and development lab engaged by the project, develops, funds, and manages most of its core operations, and the protocol is designed to stand on its own after launch.

(c) High-level project overview

Umia is the full-stack platform for funding, governing, and scaling projects onchain, combining three components. Every project launched on Umia is established as a segregated portfolio under Umia's Cayman Segregated Portfolio Company structure, built with the MetaLeX BORG framework, which gives the project its own ring-fenced legal structure and places its intellectual property, operating team, and treasury under a single entity whose decision-making authority is delegated to an onchain treasury contract. Capital formation runs through Tailored Auctions, an onchain sale built on Uniswap's Continuous Clearing Auctions, in which sale phases can be gated on privately verified eligibility criteria through zero-knowledge proofs. Auction proceeds settle directly into the project's onchain treasury contract, and part of them automatically seeds a Uniswap v4 pool owned by that treasury, so the token is liquid from launch.

Governance of every Umia project, including Umia itself, runs through decision markets. A decision market prices the outcomes of a proposal instead of counting votes on it. For each proposal the protocol opens one conditional market per possible outcome, including the outcome where no action is taken. Participants deposit the project's token or the paired stablecoin, receive conditional versions of their deposit in every outcome, and trade each conditional market according to how they believe that outcome would affect the token's value. When the trading window closes, the outcome with the highest time-weighted average price wins, provided it beats the no-action market by a configured threshold. Trades in the winning market settle, trades in losing markets unwind, and the treasury contract executes the result onchain. These outcomes are binding: Umia's constitutional documents and each project's operating agreement commit the operating team to execute resolved market outcomes, so a resolved market carries a standing akin to that of a board decision.

The treasury is noncustodial. The founding team draws a defined monthly operating budget to fund development, and any treasury action beyond it requires approval through a decision market. Decision markets control token issuance and burning, treasury spending, team compensation, strategic actions, and, if holders ever choose, liquidation of the project.

Projects reach the platform through two paths: a Curated Track, where the Umia team and a committee of experts select and list projects directly, and a Community Track, where UMIA holders rank each cohort of applicants through curation markets traded in UMIA. Umia operates as the first project launched on its own platform, subject to the same legal wrapper, treasury constraints, and binding governance as every project launched after it.

(d) Primary token functions

The benefit of holding UMIA is influence over the Umia protocol, exercised by trading on decision markets rather than by casting votes. Holders control the protocol's noncustodial treasury, its configuration, and its strategic direction. This control extends to the fee switch: the fees the protocol accrues across the platform flow to the treasury that holders govern, and holders decide how that value is deployed, including directing it to tokenholders themselves. The token does not carry a fixed entitlement to fees, and it is not used to pay network fees. The same influence extends to the platform's listings through the Community Track: a decision market on which projects to admit from each cohort of applicants. Curation markets are denominated in UMIA, so holders take the positions that decide which projects launch on the platform, and every admitted project grants a fixed share of its token supply to the protocol treasury. Those allocations sit in the treasury alongside fee revenue, under the same decision-market governance as every other treasury asset.

(e) Control surface reliance

Umia's governance and control model is decision markets executing onchain over a noncustodial treasury, and that is the enduring model for the protocol. During the protocol's early phase, and as disclosed in Umia's public documentation, Umia retains temporary supervisory capabilities that sit behind a platform-level owner role and are progressively removed as the system matures, and their removal is itself a board-level matter decided through decision markets, the same channel that governs the rest of the protocol. As they are withdrawn, governance evolves toward the end state in which every board-level matter, from treasury spending and token issuance to strategic actions and dissolution, is decided by the market of tokenholders and executed automatically onchain, with no group of individuals standing between an approved proposal and its implementation.

Labs / DevCo

Foundation

DAO / Onchain Governance

(a) IP ownership & control

No DAO exists, so no DAO owns or controls any intellectual property. Umia's intellectual property is held at the development-company level and assigned to Umia, S.P. in connection with launch.

(b) Contract/admin powers

No DAO exists, so no DAO holds any on-chain or administrative authority. The protocol's governance is exercised by tokenholders through decision markets: once a market resolves in favor of an outcome, determined by the highest time-weighted average price that beats the no-action outcome by a configured threshold, a permissionless governance executor triggers execution and the noncustodial treasury contract enforces the result, so treasury actions including minting, burning, and transfers occur only through that path and the founding team has no direct custody. The protocol's administrative authorities are held and operated at the entity level rather than by any DAO: the pausable token contract, upgrade authority, and the temporary early-phase supervisory functions behind a platform-level owner role.

(c) Locked-token rights (conditional)

No locking or staking mechanism exists. UMIA confers no additional rights through locking or staking, and there is no vote-escrow or staked-token variant. Governance participation comes from trading decision markets by depositing UMIA or the paired stablecoin, and those deposits are not locked: while a market is open, conditional tokens are redeemable one-to-one back into the underlying at any time. The token stake a proposer posts to open a proposal is a refundable anti-spam bond returned when trading ends; it grants no additional rights.

(d) Current tokenholder governance rights and economic arrangements

Umia has not yet launched, so no governance right has yet been exercised and no treasury action, fee change, reward, or buyback has occurred to date. The rights below are defined by the protocol's framework and Umia's constitutional documents and become operative when the protocol goes live. At launch, UMIA holders govern the protocol through decision markets, and the resolved outcomes bind the treasury contract. Their rights cover: treasury actions (any spending beyond the monthly operating allowance set at formation, and allocation of resources to ecosystem development, grants, or partnerships); token administration (issuance and burning of supply, each priced and approved through a decision market); fee-routing (the fee switch that sets the configurable share the protocol takes from spot swaps and from decision-market trading across every project on the platform); management of the treasury's token portfolio (the supply allocations granted by projects admitted through the Community Track); protocol parameters; and strategic direction. Participants in the Tailored Auction hold this governance influence from launch. There is no committed buyback, burn, or distribution program, and none has been executed. UMIA carries no fixed entitlement to fees or revenue. Whether and how treasury value flows to holders is itself a decision-market outcome; any flow approved by the decision markets would execute automatically from the treasury contract.

(e) Control surface reliance

The enduring model is decision markets executing onchain over the noncustodial treasury. During the early phase, Umia retains temporary, publicly disclosed supervisory powers behind a platform-level owner role. These are progressively removed as the protocol matures, and the decision to remove them is itself made through the same market channel, so control converges on the tokenholder decision markets, with no group of individuals standing between an approved outcome and its onchain execution.

(f) Dissolution authority

No DAO exists to dissolve. The project itself can be wound up at any time through a decision market: a proposal to liquidate the treasury and dissolve the organization, resolved the same way as any other decision market and binding on Umia, S.P. through its constitutional documents. On resolution, the treasury contract distributes the remaining assets to tokenholders pro-rata. No individual, team, or board can wind the project down unilaterally; liquidation is the tokenholders' ultimate backstop.

(a) Entity

Umia has no separate foundation. The entity in this role is Umia, S.P., a segregated portfolio of Umia Launcher SPC, a Segregated Portfolio Company incorporated in the Cayman Islands; the wrapper is built on the MetaLeX BORG framework. Umia, S.P. does not itself issue UMIA: the token is minted at launch by the protocol's onchain contracts. Unlike a conventional foundation/DAO/labs split, the project's intellectual property, operating team, and treasury sit under this single entity.

(b) IP ownership & control

Before launch, Umia, S.P. holds no intellectual property; the project's intellectual property is held by the development company, Chainbound, Inc. Under Umia's legal framework, that intellectual property, the protocol codebase and the brand, is assigned to Umia, S.P. upon completion of the token sale, so the entity that operates the protocol also owns what it runs on, with a license back to Chainbound so the development company can continue building the protocol after the transfer. Absent a successful launch, no entity is formed and no intellectual property is assigned.

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

Umia, S.P. holds no discretionary power over protocol governance, the treasury, revenue, or reward parameters. Decision-making authority is delegated to the onchain treasury contract and exercised by tokenholders through decision markets; the entity implements resolved outcomes and does not substitute its own judgment. The method of authority is market-based: the winning outcome is the one with the highest time-weighted average price at close, provided it exceeds the no-action outcome by a configured threshold. The treasury is noncustodial, so minting, burning, transfers, and any deployment of treasury assets or revenue execute only through the governance executor after a market resolves, and the entity has no direct custody. The exceptions are the monthly operating allowance, whose budget is itself set by governance, and the temporary early-phase supervisory authorities.

(d) Powers over DevCo

Umia, S.P. holds no equity in Chainbound, Inc. and has no power over Chainbound's internal corporate decision-making. The relationship is contractual: Chainbound is engaged as an independent service provider to Umia, S.P. under a master services agreement, through statements of work that define the scope, deliverables, and fees of the work it commissions. Through that relationship the entity directs which services it engages and retains ultimate authority over operation of the protocol, token issuance and distribution, and compliance, but it does not govern Chainbound as a company. Any indirect influence arises only through shared founding personnel who serve both entities; each entity's formal decisions are made through its own governance, and conflicts of interest are managed accordingly.

(e) Contract/admin powers

Governance-executor authority: once a decision market resolves, execution can be triggered permissionlessly and the treasury contract enforces the outcome. The method is market-based, being the outcome with the highest time-weighted average price at close, provided it exceeds the no-action outcome by a configured threshold.

Upgrade authority: the protocol's core contracts are owner-gated onchain, and that owner is a timelock contract with a one-week delay. Only a multisig held by members of the founding team can schedule or cancel an operation on the timelock, requiring at least three of five signatures, with each key held in a cold wallet by a separate team member. Once the delay has passed, execution of a scheduled operation is open to anyone. A project can opt its own treasury out of the shared implementation and place its upgrades under decision-market governance.

Pause authority: the native token contract is pausable. Ownership of the token contract passes to the project's treasury when the project is created, and the treasury acts only through the governance executor, so pausing or unpausing the token after launch requires a resolved decision market at the same threshold as any other treasury action. Trading is paused automatically when the auction migrates into the liquidity pool, and that pause is lifted by any single registered team member, or by anyone once the configured deadline passes, with team membership itself set through governance.

The early-phase supervisory authorities, being approval of team proposals, relaying of community proposals, and an emergency veto against exploits, sit behind a platform-level owner role. The veto is a single guardian address that can trip a circuit breaker on an individual decision market, blocking execution of the winning proposal while an incident is investigated; it cannot clear the breaker, which requires the owner behind the timelock. These authorities are narrowly scoped and temporary, and are progressively removed as the protocol matures, with removal itself decided through decision-market governance. The multisig address and its final signer configuration are published when mainnet deployment completes.

(f) Current economic arrangements and distribution policies

The treasury assets sit under Umia, S.P. itself, but they are held in a noncustodial smart contract: the entity has no direct custody, and any deployment of treasury assets, fees, or revenue requires prior approval through decision-market governance. There is no dividend, buyback, or profit-distribution program directing protocol resources to the entity or its members as a class. The mechanisms that do route value are limited: the monthly operating allowance, itself set by governance, funds registered team members for development and operations; and allocations to the team, past backers, and service providers are delivered through MetaVesT vesting contracts that release on fixed onchain schedules and conditions rather than by discretion. Whether treasury value is ever distributed more broadly to tokenholders is itself a decision-market outcome.

(a) Entity

Chainbound, Inc. is a corporation formed under the laws of the State of Delaware, United States (a Delaware C-corporation), with its principal place of business in New York. It is the research and development company that builds the Umia protocol and holds the project's intellectual property ahead of launch, and it was founded by Francesco Mosterts. Umia is one of several business lines of Chainbound, which also develops its own projects and provides advisory services to other teams. Chainbound is not the entity behind the token launch; that entity is Umia, S.P.

(b) IP ownership & control

Before launch, Chainbound, Inc. owns and controls the project's intellectual property: the protocol codebase and the Umia brand and associated assets. Chainbound holds this intellectual property through assignment agreements with its founders, contractors, and external design providers. Under Umia's legal framework, this intellectual property, both the codebase and the brand, is assigned to Umia, S.P. upon completion of the token sale, so the entity that operates the protocol also owns what it runs on. Chainbound receives a license back to the protocol technology on that transfer, so the development company can continue building and maintaining the protocol after launch. Absent a successful token sale, no assignment occurs and the intellectual property remains with Chainbound.

(c) Powers over DAO, treasury, protocol-controlled resources, and token administration

Chainbound, Inc. holds no discretionary power over decision-market governance, the treasury, protocol revenue, token administration, or reward parameters. These are decided by tokenholders through decision markets and executed onchain by the governance executor; the method of authority is market-based, being the outcome with the highest time-weighted average price at close, provided it exceeds the no-action outcome by a configured threshold. Treasury actions, including minting, burning, and transfers, execute only through that governance-executor path, so Chainbound has no direct custody of treasury assets and cannot change the token's supply, its parameters, or any reward setting on its own. The only authorities Chainbound personnel hold are the temporary, publicly disclosed supervisory functions of the protocol's early phase, exercised behind a platform-level owner role. These early-phase safeguards do not amount to governance control, and are progressively removed as the protocol matures; the removal itself is a board-level matter decided through decision markets.

(d) Powers over Foundation

Chainbound, Inc. holds no equity or management shares in Umia, S.P. and has no contractual right to direct its decision-making. The relationship runs the other way: Chainbound is engaged by Umia, S.P. as an independent service provider under a master services agreement, performing the scope of work it commissions through statements of work. The entity retains ultimate authority over operation of the protocol, token issuance and distribution, and compliance, and Chainbound cannot override or compel those decisions. Once the protocol is live, the entity's board-level matters are decided by tokenholders through decision markets, a channel Chainbound does not control. Any influence Chainbound has is indirect and arises only through shared founding personnel who serve both entities; each entity makes its formal decisions through its own governance, and conflicts of interest are managed accordingly, including recusal of any common director from decisions between the two.

(e) Contract/admin powers

Governance-executor authority is permissionless: once a decision market resolves, execution can be triggered by anyone (in practice, a keeper does so automatically), and the treasury contract enforces the outcome; the method is market-based, being the outcome with the highest time-weighted average price at close, provided it exceeds the no-action outcome by a configured threshold. Chainbound, Inc. holds no special role in this path.

Upgrade authority: the protocol's core contracts are owner-gated onchain, and that owner is a timelock contract with a one-week delay. Only a multisig can schedule or cancel an operation on it, requiring at least three of five signatures, with each key held in a cold wallet by a separate member of the founding team. Once the delay has passed, execution is open to anyone. A project can opt its own treasury out of the shared implementation and place its upgrades under decision-market governance.

Pause authority: the native token contract is pausable. Ownership of the token contract passes to the project's treasury when the project is created, and the treasury acts only through the governance executor, so pausing or unpausing the token after launch requires a resolved decision market. Trading is paused automatically when the auction migrates into the liquidity pool, and that pause is lifted by any single registered team member, or by anyone once the configured deadline passes.

During the early phase, members of the founding team, who also serve Chainbound, hold the multisig keys and the single guardian address behind the platform-level owner role, and operate the other supervisory functions. The guardian can trip a circuit breaker on an individual decision market, blocking execution of a winning proposal while an incident is investigated, and cannot clear it; clearing requires the owner behind the timelock. These powers are narrowly scoped, temporary, and progressively removed as the protocol matures, with removal itself decided through decision markets. Chainbound as a corporate entity holds no standing pause, upgrade, or governance-executor authority of its own. The multisig address and its final signer configuration are published when mainnet deployment completes.

(f) Current economic arrangements and distribution policies

No dividend, buyback, or profit-distribution program directs protocol resources to Chainbound, Inc. or its equityholders as a class. The mechanisms that do route resources to Chainbound are limited and defined. As compensation for services provided under commercial agreements, Chainbound holds a fixed token allocation within the service-providers allocation, vesting linearly over 24 months from the token generation event through MetaVesT, with no cliff and no discretionary release. A portion of the performance reserve also accrues to Chainbound as compensation for development services, released only on the same milestone terms as the rest of that reserve. Chainbound is engaged as the protocol's service provider under a master services agreement, and any ongoing compensation that would draw on treasury resources beyond the monthly operating allowance is subject to decision-market governance. Separately, the treasury's monthly operating allowance, set at formation and adjustable only through a decision market, funds the registered team's development and go-to-market work within defined recipient addresses and purpose limits. At the equityholder level, token interests were committed through token purchase warrants issued in Chainbound's equity financings and exercisable at the token generation event. The exact figures for each allocation appear in the Initial Allocation table. All allocations release through MetaVesT vesting contracts whose administrative authority sits with the protocol treasury, so any intervention on a stream requires decision-market approval. Chainbound holds no tokens at present.

UMIA has never conducted an airdrop, and none is planned for the token generation event. The token distribution contains no dedicated airdrop allocation, and no tokens are claimable by, or sent irrevocably to, airdrop recipients at TGE. Community distribution campaigns based on the Umia Score, publicly announced in May 2026, remain under consideration as a possible future program; any such distribution would require approval through decision-market governance and is not part of the token generation event.

(a) Date & component affected

No exploits or incidents have affected the UMIA token, its supply, tokenholder balances, the token contract, minting controls, burn mechanics, or custody of token supply, as of 24 July 2026. The token and protocol are pre-launch and not yet deployed to mainnet, so no such incident has been possible. As a supporting reference, the protocol's full smart-contract surface underwent an independent security review by Certora ahead of launch (March–April 2026).

(b) Exploit vector summary

(c) Quantified impact

(d) Remediation/response taken

(e) Current status

(f) References

(a) Regulatory, Legal & Tax Risks

Classification and evolving law: The regulatory treatment of tokens and of decision-market activity is unsettled and varies across jurisdictions, and how UMIA is characterized under the securities and commodities laws of any given jurisdiction could change as laws and guidance evolve. An adverse or shifting classification, or new or conflicting rules, could affect the project's ability to complete the token generation event, to deliver tokens to participants, and to list or maintain the token on trading venues in key jurisdictions. Entity-level: Regulatory or legal change could affect the project's core entities, the Cayman entity, the Delaware development company, and affiliated service providers, through new licensing requirements, enforcement actions, or forced changes to structure or operations. The project relies on a novel legal framework (a Cayman segregated-portfolio structure built on the MetaLeX BORG model) whose enforceability, including recognition by courts in other jurisdictions, has not been tested in practice. Tokenholder tax: The tax treatment of acquiring, holding, or transacting in UMIA is uncertain and differs by jurisdiction and over time. Tokenholders are solely responsible for understanding and meeting their own tax obligations, and should consult their own advisers. Jurisdictional and user-access restrictions: Access may be restricted for certain jurisdictions or user types. The project applies sanctions screening and excludes sanctioned jurisdictions and persons, and evolving law could require it to impose broader restrictions on access. Such restrictions could limit who can participate and could affect the token's liquidity and market.

(b) Protocol, Technology & Security Risks

Bugs and design flaws: Umia's core protocol (the treasury, token, auction, decision-market, and governance contracts) runs onchain, alongside off-chain components such as an eligibility-proof backend, a settlement and execution keeper, and the application layer. A bug, design flaw, or implementation error in any of these could lead to loss of funds or disruption of the protocol. The protocol does not integrate external bridges, and its price references are onchain time-weighted average prices drawn from its own markets rather than third-party oracle feeds. Novel-mechanism risk: Tailored Auctions and decision markets are relatively new onchain mechanisms. They are built with manipulation-resistance measures, including a time-weighted average price, oracle clamping, and a no-action threshold, and they rely on adequate market liquidity. These measures substantially raise the cost of distorting a market price; they reduce that risk rather than remove it, and because resolved outcomes execute automatically, a faulty resolution would be addressed through governance. Chain dependency: UMIA and the protocol depend on the continued security and availability of the public blockchain infrastructure on which they are deployed. A chain-level outage could temporarily affect trading and governance. Security measures and their limitations: The full contract surface was independently reviewed by Certora ahead of launch. The token contract is pausable and upgrades are decided through governance, giving the protocol clear mechanisms to respond if an issue arises; execution of resolved outcomes is permissionless and, in practice, handled automatically by a keeper. These measures have limits: an audit cannot guarantee the absence of every implementation error, and it does not extend to off-chain infrastructure or to the economic behavior of live markets.

(c) Token Economics, Unlocks & Incentive Risks

No guarantee of value or liquidity: UMIA is not an investment and confers no right to profits, dividends, or redemption. There is no assurance that a liquid trading market develops or is sustained, and the token's price may be volatile. Revenue and adoption dependence: The protocol's revenue comes from trading fees across the platform and from allocations granted by projects it admits, so it depends on trading activity and on projects choosing to launch and grow on Umia. Slower adoption or lower volume would reduce treasury revenue; the model is deliberately designed to align the protocol's success with that of its launches. Market participation and governance quality: Decision-market governance assumes participants trade the markets; thin participation weakens the price signal governance relies on. The no-action threshold protects against acting on noise, because an outcome that cannot meaningfully beat the no-action market does not execute, but persistently thin markets would slow governance and reduce its informativeness. Governance control over monetary policy and fees: Total supply is 50,000,000 minted at genesis and changes only through decision-market governance. Governance can also set the protocol's fee parameters through the fee switch and direct the deployment of treasury assets. Approved outcomes could dilute existing holders or change fee and treasury settings in ways that affect some holders adversely; any such change must first pass a decision market rather than being set unilaterally. Supply schedule and unlocks: Scheduled vesting releases increase tradable supply on known dates, most notably when the backers allocation begins releasing after its 12-month cliff, and these increases can create sell pressure. Governance concentration: At launch, holdings are concentrated among sale participants, backers, the team, and the treasury, and concentrated positions could influence governance outcomes. The project's decentralization policy commits it to seek broader ownership over time, to periodically review voting and founder concentration, and to disclose insider holdings where appropriate. Structural dependence: The protocol depends on Umia, S.P. as platform owner and, during the early phase, on the founding team's limited supervisory role; those early-phase powers are progressively removed as the protocol matures.