Max Kalyuzhnyi from Everclear on Managing Ops for a Web3 Foundation

[00:00:00] Max Kalyuzhnyi: We basically have three different groups of token distributions.

[00:00:04] Max Kalyuzhnyi: Investors was automated through custom contract and they are automatically unlocked every month. Toku is a token grant administration for employees and advisors as it requires manual approval and manual sending of the transactions.

[00:00:19] Max Kalyuzhnyi: Basically, every month I do an export. I reconcile amounts, I verify the wallets. And we just initiate transaction manually with the help of Toku. And Sablier is the third part, basically ad-hoc. If I need to send some distribution, some tokens with some lockup, I just do a contract in Sablier and send it.

[00:00:43] Umar: Max Kalyuzhnyi started his career in audit at PwC Russia. Then moved to restructuring at KPMG Russia before working for several years as a CFO in the industry.

[00:00:55] Umar: In July, 2024, he joined the Everclear Foundation as their Head of Ops, wearing many different hats and becoming proficient on web3 tools like Toku and Sablier for token distribution, Integral for crypto bookkeeping, Rain for spending, and Dakota as a crypto bank.

[00:01:13] Max Kalyuzhnyi: When I came into Everclear, we did have Bitwave as a sub-ledger, but it was set up by some other team member who already left and nobody actually had a clue how it works. I was looking for some other options, and I think also in The Accountant Quits website, I found few and I chose Integral as a sub-ledger.

[00:01:39] Max Kalyuzhnyi: Basically, it truly did the job from translating from the crypto transactions to the understandable lines of accounting operations. 

[00:01:50] Umar: Welcome to The Accountant Quits podcast, where we help accounting and finance professionals learn how to manage a business using crypto.

[00:01:58] Umar: In this episode with Max, he shares learnings from using web3 tools, the challenges of a token migration and coordinating with exchanges, managing token distributions, fundraising and cost optimization, and how AI assisted vibe coding is helping him build financial dashboards.

[00:02:19] Umar: Max, when you're creating your chart of accounts for your P&L, do you aggregate all fees from different chains into one line item?

[00:02:27] Max Kalyuzhnyi: That's also a very good question. There are two things here.

[00:02:37] Umar: Max welcome and thanks for making the time to be here. 

[00:02:40] Max Kalyuzhnyi: Hello. Hello. Thank you very much for having me today. I'm very excited for our, podcast and yeah, ready for the questions. 

[00:02:51] Umar: Me too. So let's start with your personal background. So, like I mentioned just now, your career began more than a decade ago at PwC Russia.

[00:03:00] Umar: You started in audit, then you moved to restructuring at KPMG Russia, and then you spent several years as a CFO in the industry. You also co-founded a mental health marketplace called Clear (Yasno), it's one of the largest health marketplaces in Russia with over 40 million annual turnover and more than a million therapy sessions per year.

[00:03:22] Umar: So you worked there as the CFO.

[00:03:24] Umar: Along the way, like I mentioned, you also went through two co-founder accelerator programs with Antler and Startup Lisbon.

[00:03:32] Umar: Now in July 2024, you made your first move into web3 by joining the Everclear Foundation. Can you walk us through what drew you to this opportunity, what the interview process maybe was like, and ultimately why you decided to make the jump into web3?

[00:03:50] Max Kalyuzhnyi: Yeah, very good question. Actually, that was kind of spontaneous. So by, by that moment, I've already spent, I think a year and a half entrepreneuring. So basically after I left Yasno, and moved to Portugal. I decided to join Antler and start some new venture and Antler, particularly for me, was not very successful.

[00:04:15] Max Kalyuzhnyi: So I, I didn't get money from them. I didn't find a co-founder. And, but after that, I still continued to do some entrepreneurial attempts. I tried to launch tax advisory marketplace, then like platform for payment to contractors in Portugal. Then I was thinking about launching something in Brazil, and basically by midsummer 2024, I was already pretty exhausted by these attempts.

[00:04:46] Max Kalyuzhnyi: And I was feeling that I'm running out of ideas. And at the same moment I, I got some capital in crypto. Some personal assets in crypto. And I just started to use it more and started to understand how it works. And at the same time, I just decided that I came back for operational role for some time.

[00:05:10] Max Kalyuzhnyi: And actually at that moment, I got like two consecutive opportunities. One in a small Telegram mini app also related to crypto. And another one was this Everclear Foundation opportunity, which actually was just coincidence where I was asking my friend that was CEO there.

[00:05:33] Max Kalyuzhnyi: I was asking like, can you connect me with somebody from their finance team and  Everclear and I want to ask some basic stuff about web3 finance. And on that, he basically said that, oh, you know, we do not have a dedicated finance person. And we were thinking that we probably need one.

[00:05:52] Max Kalyuzhnyi: So would you be open to discuss this? And then like after several interviews, basically I started as a part-time initiative. 

[00:06:02] Umar: Now, max, for this episode today, we won't be spending too much time discussing the Everclear project, but rather your role as the Head of Operations. However, for the listeners, I wanted to start with an overview of Everclear, because maybe that's important for some of the questions that we'll go through later.

[00:06:21] Umar: So, Everclear is the rebranded version of Connext Network. A project originally built to enable cross chain transfers. So what that means is just like bridging assets and messages between blockchains.

[00:06:34] Umar: With a rebrand, Everclear has positioned itself as a cross chain clearing layer for blockchains and introduced chain abstraction via intents.

[00:06:44] Umar: For the listeners, could you explain, like, provide an overview of Everclear, the problem you're solving and explain these term intents and solvers? 

[00:06:55] Max Kalyuzhnyi: Yeah, I can try. So I'm not a technical person, so my overview would be very high level, but basically everyone who was interacting with crypto probably noticed that bridging assets between different chains is kind of painful.

[00:07:11] Max Kalyuzhnyi: Because there are a bunch of different chains. And for example, if you even see some interesting DeFi opportunities on some exotic chain, you need to find a specific bridge to move from one chain to another. And there are currently, there are a bunch of B2C facing bridges like Across, Stargate, Jumper.

[00:07:33] Max Kalyuzhnyi: There are a lot of them that help to solve this problem for retail users. But on the backend, these projects, they have the problem of rebalancing capital by their own. So after interacting with users, they finally get some assets on some exotic chains where they don't need them. And then they also need to move big amounts of money between different chains.

[00:07:58] Max Kalyuzhnyi: And basically Everclear is trying to solve this problem because most of the movements between different chains could be netted in some way because some user is moving funds from chain A to chain B and another user can moving at the same time, assets from chain B to chain A.

[00:08:18] Max Kalyuzhnyi: And Everclear made the like so named hub where all these flows can meet and net each other and basically you decrease amount of movements between chains significantly through this.

[00:08:32] Max Kalyuzhnyi: So basically Everclear is like cross chain clearing layer for B2Bs, for other like customer facing products. Not sure that it's like super simple explanation. But yeah, in short it sounds like we just move big amounts of assets between different chains and make it simpler for external users.

[00:08:58] Umar: So maybe to help listeners really understand how Everclear works in practice, can we go through a very simple example? Say a user wants to bridge USDC from Ethereum to an L2. Could you break down the flow, like starting from when this user submits this intent through the bidding process among the solvers, and finally how the transaction gets settled.

[00:09:22] Umar: How, where is Everclear in this whole process? 

[00:09:26] Max Kalyuzhnyi: Yeah. So basically user send an intent. Intent is a transaction that, for example, I want to move USDC 100 from Ethereum to Arbitrum. This intent is submitted and basically this transaction, so USDC 100 on Ethereum is moved to initially to Spoke of Everclear and then to the Hub.

[00:09:51] Max Kalyuzhnyi: Hub is the central space which accumulates all the liquidity from all the intents. So to get funds on Arbitrum there should be some, someone on another side who sends funds from Arbitrum to any other chain. So there should be a solver or another user who sends at least USDC 100 from Arbitrum to any other chain.

[00:10:18] Max Kalyuzhnyi: So in the classic approach, this could be solved only if user one sends from Mainnet, for example, to Arbitrum and user 2 sends from Arbitrum to Mainnet. But the notion of Hub, it's actually allow, allows to mix this flows and for example, user one can send from Mainnet to Arbitrum, and user two can send from Arbitrum to Optimism, and user three can send from Optimism to another chain and they will be all netted on the Hub.

[00:10:51] Max Kalyuzhnyi: So basically user one just gets the funds on Arbitrum after some other user would send funds from Arbitrum. That's how Everclear works. 

[00:11:02] Umar: Perfect. Now, since The Accountant Quits, a large part of our work is to help accountants figure out like crypto accounting. I thought, hey, maybe let's just go through like the revenue streams of Everclear.

[00:11:14] Umar: So maybe if you could, we don't have to go in detail here, but what fees, like the protocol captures and yeah, how these fees are allocated between foundations, solvers? Just to maybe understand the later question I'll be asking on subledgers and how you recognize those fees. 

[00:11:32] Max Kalyuzhnyi: Yeah, sure. So basically protocol earns two, two types of fees.

[00:11:36] Max Kalyuzhnyi: It's the flat fee for compensating the gas for every transaction. And it's the variable fee which calculated in bps in like a small amount, a small part of the transaction itself which is dependent on the amount. Basically currently bridging fees are lower and our, like average fees, something like 0.3 bps, so it's like less than 1/10,000 of their amount of their transaction.

[00:12:09] Max Kalyuzhnyi: For some pathways, it's basically zero bps. Solver gets some fees for solving on the Everclear, so part of the protocol fees are allocated to solver.

[00:12:21] Umar: Okay we've spoken about how Everclear earns and allocates fees. I want to shift more to the operational side. So from the accounting and finops perspective where you're spending most of your time, could you walk us through the process that you went through to implement a sub-ledger?

[00:12:38] Umar: How you had to design that, like the chart of accounts and any specific rules maybe that you had to create, to track all these on chain transactions? 

[00:12:47] Max Kalyuzhnyi: Yeah, I can share this experience like in a short manner or in a long manner, but like initially I didn't have any idea of how the crypto works from the financial perspective.

[00:12:59] Max Kalyuzhnyi: And I was like new to the whole area and I was new that we need to have some specific sub-ledger. And basically, to be honest, I was kind of new to the US financial system and like Xero, QuickBooks. I actually did not have much experience of working with them. So when I came into Everclear, I basically understood that we need to set up everything from scratch.

[00:13:26] Max Kalyuzhnyi: We did have Bitwave as a sub-ledger, but it was set up by some other team member who already left and nobody actually had a clue how it works and how it's structured and what are the transactions inside there. So at that time, I was looking for some other options. And I think also in The Accountant Quits website, I found few and I chose Integral as a subledger.

[00:13:57] Max Kalyuzhnyi: It looked for me like pretty good from the interface perspective. Basically, it truly did the job from translating from the transactions, from the crypto transactions to the understandable lines of accounting operations. And yeah, so, and we started to implement the sub-ledger in parallel with getting up with the accounting itself because for some reason, so I get into middle of 2024, but we didn't have finalized like 2023 financials by that time.

[00:14:33] Umar: So how did you go about, given that, I mean these transactions were on Bitwave already when you started implementing it in Integral, would you start by uploading like all the wallet transactions from like the beginning or did you upload like an opening balance maybe that you had from Bitwave and how did you go about like creating the, like the first rules because you came in and this was like a new tool and you didn't have any experience on it.

[00:15:00] Umar: What were some of the challenges that you had? 

[00:15:01] Max Kalyuzhnyi: Yeah, very good question. Basically the problem with Bitwave was that there all the wallets were implemented there and some of the wallets had thousands of operations and all these thousands of operations then were transfer to QuickBooks and QuickBooks was not able to handle that amount of operations.

[00:15:24] Max Kalyuzhnyi: So one of the decisions that I made, I actually separated operational wallets and product related wallets. It's like related to protocol operations because there are a lot of operations that are actually like plus minus and you have very small change in the balance, but you just have inflow, outflow, inflow, outflow.

[00:15:47] Max Kalyuzhnyi: So I decided to put them aside completely and just initially focus on the operational wallets. Operational, I mean, like, for example, wallets from which we pay to contributors or where we get some inflows. So these were pretty straightforward because the number of operations was like 10 every month.

[00:16:10] Max Kalyuzhnyi: But the problem was that we did not had all the accounting records for some period before me, and we needed to get this data from other sources from asking like my colleagues from looking into some Google Excel spreadsheets and basically we spent few months just allocating all the historical transactions per correct accounting accounts.

[00:16:39] Max Kalyuzhnyi: And here I also made a decision that we just finalized and didn't change anything that was before 2023. So we already had the financials for 2022, and we just decided to implement all the new tools starting from 2023. So we were able to get some data back to 2023, of course, with some gaps.

[00:17:02] Max Kalyuzhnyi: And these gaps were just allocated to, I don't know other expenses. But still I believe like we managed to find and allocate like 95% of all the crypto operations. So 2 key challenges were related to data completeness and data volume. And two decisions that were made were like that. We just cut some of the volume and we only like do this integration job for some specific time period from like 2023 and going forward.

[00:17:38] Umar: And for your revenue, for example, are you lumping like, because you are earning like fees from a lot of different chains, like in your P&L at the end of the day that's lumped into like just one line item and you aggregate like all the chains together when you create that specific rule in the sub-ledger, or you want to get very granular and maybe do it per chain or something?

[00:18:00] Max Kalyuzhnyi: Yeah, that's also a very good question. There are two things here. First of all, Everclear did not generate fees for some period of time. That helped me to just focus on the, on allocating the costs without thinking too much on the revenue side. And then when finally fees were implemented.

[00:18:21] Max Kalyuzhnyi: The other thing that basically these fees are allocated to different entities, so we have Labs as in like R&D software house. We have Foundation, which is overseeing the protocol and we have DAO and basically all the fees are go into DAO. And as DAO is like not, regulated entity we basically consider that they can just have these revenue numbers.

[00:18:45] Max Kalyuzhnyi: They can have them in Excel spreadsheet, but they don't need to have specific accounting for this. And again, like that was a decision of simplification in some way, but it helps to just complete some basic level of accounting and then like step by step improve on the other parts, if that makes sense.

[00:19:10] Umar: Yeah, that makes sense. And maybe the last question on the sub-ledgers, what would be, I mean, in hindsight, or based on your level of experience using these subledgers for the past year, where do you think they could improve today? 

[00:19:25] Max Kalyuzhnyi: Yeah. That question actually reminded me of one of the technical problem that I faced when implementing them.

[00:19:31] Max Kalyuzhnyi: So basically we will speak about this probably more later about the token part. So the project has its own token and token migrated. Like in initially token was TGE, so it went public and then it also migrated. And all these changes, they should be reflected in accounting.

[00:19:51] Max Kalyuzhnyi: And again, as I didn't have much experience, I initially, I did not realize how this token part would be like very complicated thing because of the several things.

[00:20:06] Max Kalyuzhnyi: Overall, your own token has some price and comparing to some public token that is like Ethereum, Bitcoin, USDC, that price is not always public. And we had a situation where, for example, before TGE we had tokens and we had token movements on a private external valuation price. And after TGE, that public price increased dramatically.

[00:20:33] Max Kalyuzhnyi: And after like this public movements, we also have token movements. And we just got a bunch of crypto tax gain, gains and losses due to these movements, which initially were not obvious. And when we posted all the data from sub-ledger to QuickBooks, we unexpectedly got like millions of dollars of some crypto tax gain and loss, which we didn't know where they come from.

[00:21:02] Max Kalyuzhnyi: And we needed to just delete all the data and change some transactions manually to change the price to some other item to get this forex gains correct.

[00:21:15] Max Kalyuzhnyi: And coming back to your question of what could be improved, basically 2-sync between subledger and QuickBooks, Xero is very important thing because currently most of the subledgers they work in one sync way.

[00:21:31] Max Kalyuzhnyi: So basically, you do all the changes related to crypto in subledger, then you push data to QuickBooks and you cannot do anything on the QuickBooks to change the data in subledger. So if you push the data to QuickBooks and you understood that you did something wrong, you just need to delete this data and do the push again, which is prone to errors and it's kind of complicated to manage.

[00:21:57] Max Kalyuzhnyi: So in my experience, I think we did this three times. So the first push was a complete disaster. We needed to delete everything then we did some changes. We did another push, then we found some another mistakes. We deleted data again and we did the last push. So, and after this, I already probably can, do this without mistakes, but still not sure.

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[00:24:02] Umar: All right, so let's stay on this topic that you just went through on this very large fair value gain that you had on your native token.

[00:24:11] Umar: So this happened post TGE, and at the time you felt this gain didn't reflect the economic reality since many of those token movements was just technical allocations under the pre TGE agreements.

[00:24:25] Umar: Could you, I mean, you already explained what happened, but maybe what accounting solution or guidance you ultimately applied to resolve this? 

[00:24:35] Max Kalyuzhnyi: Yeah. So basically, how subledger works. If the token has a public price, subledger uses this public price from CoinGecko, CoinMarketCap. That works fine for any public token that which is big, like Ethereum, Bitcoin, whatever.

[00:24:54] Max Kalyuzhnyi: But that works not always fine when you are speaking about your own token, what happens in our case. Right after TGE, we like our entities, our Labs and Foundation they basically distributed bunch of the tokens to team members, to early investors and strategic supporters, and also to airdrop token holders.

[00:25:22] Max Kalyuzhnyi: And all of these distributions were actually contractually aligned before TGE on some specific pre TGE price. Like just a quick example for example, every investor had a token warrant and paid $1,000 to get some allocation of tokens and allocation was quite different depending on their actual equity share.

[00:25:50] Max Kalyuzhnyi: So for $1,000, investor could get like 30,000 tokens or 30 millions tokens. And actual price per token should be determined by this by dividing this thousand to the number of tokens that he got. But when we distributed all these tokens after TGE, subledger automatically used for all these distributions, actual TGE price, which was like thousand times higher than this calculated price per this agreement.

[00:26:27] Max Kalyuzhnyi: So for example, if you take this $1,000 divided by 30 million, you will get like really like 0, 0, 0, 0, 0 something price per token. But after TGE, the price was like 20 cents. So the difference was huge. And at that moment we just get like very big forex gain because we distributed or forex loss be because we just distributed some tokens at a very big price from our account where they were on a very low cost basis.

[00:27:01] Max Kalyuzhnyi: We just like lost a bunch of the assets. And they only accounting approach that I came with was just manually check every transaction and decide on each case by case. So if I know that this is like a distribution to investor based on old contractual obligation, I manually change the price to that price that I consider to be correct.

[00:27:25] Max Kalyuzhnyi: So the same as the cost basis or the same as it should be based on the documents. If I consider that this is just a regular transaction, which, like for example, we pay for some services and we just paid on the market value of the token, then I do nothing. And I use the automatic price.

[00:27:45] Max Kalyuzhnyi: So basically we had bunch of these operations and I needed to decide on each case by case, how to adjust the price, verify that this is the correct price, calculate this price, and basically just verify that all the forex crypto gains and losses, they actually make sense after all these changes.

[00:28:06] Umar: Wow. These are the kind of thing no one warns you about. It's only you figure it out when it happens. 

[00:28:12] Max Kalyuzhnyi: Yeah and the complexity here that there is no so many people that actually know how to do this correctly.

[00:28:18] Max Kalyuzhnyi: So when I try to ask, so I actually ask in the communities, in The Accountant Quits communities in Web3CFO communities in our, like I asked our accountants, I asked ChatGPT, and I just get some combination of different points of views.

[00:28:34] Max Kalyuzhnyi: Based on that I just made my own decision that okay, I believe that the best decision, but best way forward would be like this that I described before.

[00:28:46] Max Kalyuzhnyi: But I'm still not sure that this like correct approach, it's just what looks to be the most reasonable and which in result gave us the most adequate numbers in our P&L, that's it. 

[00:29:00] Umar: Great. So I'll move on to the next topic Max, speak a little bit more about this token migration. So in Q4 of 2024, following the rebrand, the Everclear DAO approved the migration from, so the previous Next token to Clear token, the ERC 20 token.

[00:29:20] Umar: So as the Head of Ops, can you walk us through, what this migration actually look like from the inside? For example, coordinating with exchanges because now you have to re-list this new token. Did you have to do new additional KYB due diligence process and yeah, managing the broader operational and community challenges that came with this token migration?

[00:29:43] Max Kalyuzhnyi: Yeah. Basically in the moment of migration, I was still Head of Finops, so I was responsible kind of financial operations and my migration to Head of Operations was like kind of January, February this year.

[00:29:59] Max Kalyuzhnyi: And the thing is that initially migration process was not handled very well because team was not experienced in how to do this actually.

[00:30:10] Max Kalyuzhnyi: And we just decided that, okay, Everclear is different product and Next token is still related to Connext bridge. And people actually confuse between like, okay, you are Everclear, why you have Next token. So we just decided that it makes sense from the external perspective to do the migration, but no one actually understood the complexity of this migration like the, all the operational things that needed to be done.

[00:30:38] Max Kalyuzhnyi: And yeah, initially we thought that as it's like the same, how to say it, so actually the token that was renamed to Clear already existed. So we had Next on different chains, we have Next on Mainnet and on bunch of L2 chains, Arbitrum, Optimism, Base and whatever. And we just decided to use this token on L2 chains, rename it to Clear and make it a new token.

[00:31:09] Max Kalyuzhnyi: So for L2 chains, migration was kind of done automatically, basically because the same token was just changed the name, but the problem was with the main token that was old one and we needed to move it to the new one. And initially we thought that, okay, , we'll just go to exchanges and say that, okay, this is our old token, this is our new token.

[00:31:32] Max Kalyuzhnyi: You can see the ownership. We're the same. Token is one-to-one. It's just the like change of a contract address, change of a name, and they will just do their migration pretty easily. But turned out that, none of the exchanges actually wanted to do this because they have so much. And it was in Q4, 2024, if you remember, it was a pretty bull period and there were a lot of meme tokens and exchanges were kind of interested in serving meme tokens with big trading volume.

[00:32:04] Max Kalyuzhnyi: And they were not interested in doing anything with like low trading volume token from some DeFi infrastructure project they don't care about. So basically what happened, we did the migration on ourselves and none of the exchanges actually did the migration. So since like beginning of December to mid January, we didn't have any trading of Clear token on any of the exchanges.

[00:32:30] Max Kalyuzhnyi: We only had Uniswap pool. And we did some explanations to our token holders that, okay, we did migration. You can do this. We did a UI to do the migration from Next to Clear. But basically there was little sense to do this because all the trading was still on Next and Clear was just governance, stocking that had no real value for that.

[00:32:53] Max Kalyuzhnyi: And then after Christmas, we just decided to approach the second time and we just went to all the exchanges where we had Next and we started to push them again. We did it with more extended deadlines and it was more chill time. And we agreed with couple of smaller exchanges first. And then we paid for some exchanges to do the migration and then one by one.

[00:33:17] Max Kalyuzhnyi: So when you go to exchange X and say them that we have exchange Y, Z, A, B that are already migrating on that date, they are like more supportive in doing this migration. So basically starting from like January, I think till end of January, we did the migration exchange by exchange. We unfortunately lost ByBit, somewhere in between that was like one of the tier one exchanges where Next was present, but Clear was not present and we were unable to actually recover this up to now.

[00:33:54] Max Kalyuzhnyi: So we only have Gate exchange now as like the largest one where we are present. But we were able to migrate all of the rest exchanges.

[00:34:07] Max Kalyuzhnyi: So if I may share some insights there, then like, first of all, you need to plan migration, not in like three weeks. It's a project that it's like two, three months because all the exchanges are quite slow and you need to agree with them that you will do the migration, even if you consider this as like technical migration.

[00:34:28] Max Kalyuzhnyi: That's not, that's that thing. So they basically need to do all the, like all the process from their side, from scratch. Some exchanges will, would force you to pay to do this because they have no actually incentive to do this for free. So it's a kind of bigger project. And basically you need to have some arguments why exchanges needs to do this migration.

[00:34:54] Max Kalyuzhnyi: And it's very important thing. So, end of December, token has a price of 13 cents, beginning of February, I think it's like 4 cents. So we lost, 70% of the value also partially due to this problems with migration because we didn't have clarity, we didn't have transparency, we didn't have volume on Clear.

[00:35:17] Max Kalyuzhnyi: And people were like in confusion if the project is still alive or not, what happens? Okay, let's better sell all the Next that we have and just be safe on this side. So that's a big project, you need to plan ahead. You need to have all the agreements with exchanges before you actually announcing it.

[00:35:34] Max Kalyuzhnyi: You need to line up all the exchanges into the, like some specific timeline, which is like two, three weeks that, okay, we'll do the migration on that specific date. And you need to have full transparency to token holders. In that case, ideally you should have some UI for quick migration back and forth if some people don't, wouldn't want to do this.

[00:35:57] Max Kalyuzhnyi: Yeah. And be ready that you will lose some exchanges, some value of the token and some that would be a tough experience. 

[00:36:06] Umar: Now during this migration, from Next to Clear, were there some other service providers that you had to engage and collaborate with? For example, what role did any legal counsel play?

[00:36:19] Umar: Did you have to I don't think so. But then reengage, like a token valuation firm or, yeah how would you, how would other external advisors support this process? 

[00:36:30] Max Kalyuzhnyi: Basically, I think we did everything in-house. We did have consultations with our legal consult on the tax consequences of the migration for token holders.

[00:36:40] Max Kalyuzhnyi: And, we didn't have legal written legal opinion. And we didn't give this, tax advice to any of the token holders. But consensus from what we heard from our consultants, that's, this is a technical migration and this would not be considered a taxable event because the migration happened one-to-one.

[00:37:03] Max Kalyuzhnyi: And basically the total, so the successor token has an underlying locked predecessor token. So basically when you migrate to Clear, you just lock your Next into the lockbox. So all the mechanics of the migration, that's probably could be explained as in as like just a technical change of contract, not an change of asset.

[00:37:31] Max Kalyuzhnyi: That's why we just hope that it's not a taxable event for most of the token holders. 

[00:37:38] Umar: Perfect. The next topic I wanna go through is token distribution. So that's another big operational challenge.

[00:37:44] Umar: On the tools page at The Accountant Quits, I'm mentioning this for the listeners, we've listed some tools like Magna, TokenOps, Toku that help with token vesting and distribution, but some projects even prefer to build custom contracts to handle their distribution logic.

[00:38:03] Umar: I wanna ask you, how did you approach token distributions? Were there other, any tools that you evaluated and which one did you end up choosing and why? 

[00:38:13] Max Kalyuzhnyi: Yeah, very good question. Very big topic. I can probably tell probably not hours, but a lot on this. So when I came to Foundation, we already selected Toku as a platform for managing token grants for team advisors like external contributors.

[00:38:33] Max Kalyuzhnyi: And we just, like I think the team was moving in integrating Toku, I think since like January, 2024. And we ended this integration somewhere in August, 2024. So there was no any desire to change different platform at that moment.

[00:38:53] Max Kalyuzhnyi: So with token grants we continued with Toku, and currently we are working with Toku and we distribute all the token grants with Toku.

[00:39:01] Max Kalyuzhnyi: I can say that that's you just need to understand that Toku is not a token distribution solution. It's more like a database. So you just store all the information on the vesting and unlock and current token allocation for your employees in that platform. So every person has information about his token grants, what is vested, what is not, when, what's the vesting schedule.

[00:39:27] Max Kalyuzhnyi: But all the distribution happens like manually. You just have like you export data from Toku, you reconcile it in spreadsheet, you then upload this to Safe like CSV airdrop, and you just initiate transaction in Safe. So you only have the front end of the database, but on the backend it's completely manual.

[00:39:54] Max Kalyuzhnyi: That's important thing.

[00:39:55] Max Kalyuzhnyi: For investors distributions, we were looking for different options for different platforms. We were in talks with TokenOps, and I think they, they're building very good product, but we ended up not working with them. We ended up initially creating our custom distribution contract because of the complexity of our initial agreements with investors.

[00:40:22] Max Kalyuzhnyi: So most of their crypto native token distribution agreements with investors, they have some kind of linear unlock. So you have some allocation of x tokens and they just unlock linearly through like 12 months or like 18 months or whatever. But as we have our token allocations migrated from equity shareholdings for some reason in our legal docs we had this monthly unlocks with specific amounts, which for some reason was not very easy to distribute last year through any of the platforms.

[00:41:01] Max Kalyuzhnyi: All the platforms offered linear distributions, some like non-linear whatever. So, but some mathematician part, there was no option to just distribute on like 6th day of every month for like 18 months. There was not so such an option from the box and we just needed to create a custom contract.

[00:41:25] Max Kalyuzhnyi: And we went with Metallic Labs that are our long term legal partner and they just helped us to create, to adapt their custom contract to our needs. And we just distributed initial allocations to investors through them. Later, already in this year, I found out that Sablier actually supports this monthly unlocks and I'm still don't know if they supported this before or not.

[00:41:56] Max Kalyuzhnyi: So if I did bad research or they just added this support only recently, I dunno, but I think all like last six months. Like three to six months, I, if I need to do some occasional distribution of tokens, I use them because they're pretty convenient, pretty simple. You just select what you need and in initiate transaction from Safe.

[00:42:24] Max Kalyuzhnyi: Very convenient. 

[00:42:26] Umar: So for the listeners, the tool you just mentioned is Sablier, S-A-B-L-I-E-R. You can go to sablier.com. So then now how do you move, like before you were saying you were exporting the data from Toku and then initiating the transaction from Safe. Now how does it work? Toku Sablier, Safe? 

[00:42:49] Max Kalyuzhnyi: We basically have three different groups of token distributions. So investors was automated through custom contract. So we did custom contracts, we allocated all the investors and backer funds there, and they are automatically unlocked every month. So we spend bunch of time on setting this up. Then we just send a transaction and it's, it works.

[00:43:19] Max Kalyuzhnyi: Toku is a token grant administration for employees and advisors as it's require manual approval and manual sending from the transactions.

[00:43:28] Max Kalyuzhnyi: Basically every month, I do an export, I reconcile amounts, I verify the wallets, and we just initiate transaction manually with the help of Toku, Customer Success Manager.

[00:43:43] Max Kalyuzhnyi: And Sablier is the third part, basically ad hoc. If I need to send some distribution, some tokens with some lockup, I just do a contract in Sablier and send it. It's like once in a month or couple months. 

[00:43:58] Umar: Perfect. Thanks for sharing, Max. Now, when we were preparing this episode, one of the topics that you mentioned you'd like to go through is the cost optimization exercise you've had to do.

[00:44:10] Umar: So since 2021, Everclear have had several backers including Polychain, 1kx, Pantera Capital, and more recently in 2025, Everclear announced a strategic investment from the Near Foundation. Could you walk us through this cost optimization exercise that you did and yeah, the different ways you worked on extending the runway at Everclear?

[00:44:37] Max Kalyuzhnyi: Yes. Basically it's a combination of efforts and some miracles along the way, as usual. So when I joined Connext Foundation, Everclear in last summer, basically that was few months after they fundraised from Pantera. And when I joined, I started to calculate the numbers and I just understood that we were burning like bunch of cash.

[00:45:05] Max Kalyuzhnyi: So our burn rate was kinda incredibly big. And I don't know, but probably there was no such transparency before and actually like founders and management didn't realize the amount of spending, they were under impression that burn was less. But at that moment there was like rebranding, tokenomics design some marketing events and it was like new team members, payments to recruitment agencies.

[00:45:40] Max Kalyuzhnyi: So we basically were like spending like I dunno how to like crazy. And with that calculations, there was already some first signs that will be running out of cash like by end of March, 2025. So we started to do some cost optimizations. We decreased marketing efforts significantly.

[00:46:03] Max Kalyuzhnyi: We just understood where we spent extra on infrastructure where we spent extra on some unnecessary, probably marketing and PR. We got this like the first wave of cuts was kind of easy. So you just take all the strange costs and you just eliminate them.

[00:46:22] Max Kalyuzhnyi: Then we still get I think we get runway up to probably June, 2025, also not too much. And in September, 2024, we just launched Everclear Mainnet beta, and we were like with the high hopes that by the end of year we would have 1 billion in bridging volume per month because Connext was huge success and we had a brand and everything, and the product should be good.

[00:46:51] Max Kalyuzhnyi: The thing is that by the end of December, we actually had, I think, 2 million volume per month. So the product did not generate volume because it was so complicated and some things were not working and we were not understanding how to attract users there. So basically in January, 2025, we had an offsite and we just calculated all the numbers.

[00:47:12] Max Kalyuzhnyi: And basic idea was that okay, we probably need to show some results by the end of March. Otherwise, in April we would need to cut all the team and just leave some money for the shutdown of the company. That was the basic plan In January, and in January we focused on just like attracting users and generating volume.

[00:47:35] Max Kalyuzhnyi: So in January we had like 5 million in monthly volume, and by, by the end of March, I think we already have a hundred something. So basically we just focused all the team on like product and generating volume and did some small efforts. We cut all the costs, like we didn't have any marketing, we only had mostly team costs and infrastructure costs by that moment.

[00:47:59] Max Kalyuzhnyi: A couple of people also left already because we just got some how to say it, how some potential directions of the product. We decided not to do them. So we basically minimized the cost there and yeah and also important thing that during that period Ethereum price decreased.

[00:48:22] Max Kalyuzhnyi: So we, we did a pretty stupid mistake, but we had bunch of our treasury in Ethereum because part of the investment was in Ethereum and we didn't want to sell it below the price that we got this investment. And I think we got investment when Ethereum was USD3.5k, and in February it was like USD1.8k. So we lost part of the money due to Ethereum price depreciation.

[00:48:51] Max Kalyuzhnyi: So our runway squeezed again. But then couple of miracles happened. We found out that we had some token grant like I, I think Optimism token grant, several hundreds of thousands. We found out some funds somewhere in crypto pools in Connext bridge, which were like allocated there before. So we just get some money from sky basically, and that helped us like to extend the runway, I think by end of May or something like this in May, June.

[00:49:22] Max Kalyuzhnyi: And combining with this traction that we started to show. So January, February, March, April was exponential growth. And that moment the founders, so basically Arjun and Dima, they started to just showcase the Everclear to all the investors that they possibly could. And we had several conversations in place and Near Foundation was there the one that actually ended up investing in us.

[00:49:52] Max Kalyuzhnyi: So basically the deal was closed in June and in between we also had some optimizations on the team. So basically initially when I joined the Ops team we had three full-time employees. Currently I'm the only one. So and such optimizations happened in all the areas of the company. 

[00:50:13] Umar: Thanks. Sharing. Max, I wanna move on and speak about your, some of the other tools that you use in your operations. So you already mentioned the sub-ledger. You mentioned some tools like Toku and Sablier. What, are there some other web3 or maybe web2 tools that have been useful for you to manage the operations? 

[00:50:36] Max Kalyuzhnyi: So from top of my head pretty useful tools are usually relate to some financial operations. Because like we have Cayman Foundation, it's pretty tough to open a bank account. We actually managed to open one, but it was in pretty old school bank and it was not very convenient to use. And most of the assets are in crypto, so you actually need to have some crypto native product to spend your crypto in a traditional world.

[00:51:06] Max Kalyuzhnyi: And two products that help us very much. It's the Raincards. So you can pay for bunch of the services by card. And I'm not only telling about like food or travel, but also there are some vendors that allow you to pay by cart. And if you could not do a swift, you can just pay them by card. So that was very helpful.

[00:51:31] Max Kalyuzhnyi: And somewhere end of 2024 emerged Dakota bank and they also started to open bank accounts to non-US companies. And we were lucky to open bank account there. And they actually helped to pay some US vendors in fiat also, they offer international swifts, but as we, we don't need them too much.

[00:51:57] Max Kalyuzhnyi: I actually, I think never ended their compliance process to get them. Yeah. So initially I tried to use some common tools like Request Finance but I actually didn't find them very useful. Not very useful, very convenient. So I always had some friction with them and I was looking for another tools and ended up with that tool that I shared with you.

[00:52:21] Umar: Perfect. And for the listeners, if you want to learn more about Rain, I mean, we interviewed their Co-founder, Charles on Episode 46, also Dakota we interviewed their CEO Ryan Bozarth on Episode it was 76, so you can learn more about what they're building basically.

[00:52:41] Umar: Now, maybe one of the last topics that I want to go through with you today, Max, again, while preparing the episode, you mentioned that you've been building some financial reports and dashboards for internal purposes.

[00:52:52] Umar: And these were built from vibe coding, like for the listeners, less familiar. What is vibe coding? It's essentially, yeah, it's a slang term maybe. It's like AI assisted coding where you can prototype something very quickly without having the foundational, like technical skills of a developer. So tools like Cursor have become very popular for this type of work.

[00:53:18] Umar: Can you share some of the reports or dashboards that you've been building and maybe what resources have been helpful on along the way? 

[00:53:26] Max Kalyuzhnyi: Yeah, sure. I think that vibe coding is like the most powerful thing that happened over the last couple of years. So everyone is an engineer now. Everyone can build some tools for their use and I am personally very happy to be able to do something like this.

[00:53:45] Max Kalyuzhnyi: And in crypto it's particularly useful because, for example, as a like financial manager, I want to see all the cash balances in all the wallets that we have. So if you operate traditional banks, you have all these APIs and you just and you have bunch of web2 tools when you just connect all the APIs and you see all the balances in one place.

[00:54:11] Max Kalyuzhnyi: If you operate a crypto company and you have like fiat banks here, like you, you have several entities. You have Fiat banks here, you have wallets there, you have some Coinbase accounts here that's like a bunch of different places which are not connected to each other. And like every week I was just manually collecting all this data until I just spent also like, I think a couple of months iteratively working on it. I just vibe coded a API connectors to every single tool that I needed to Coinbase Prime to Etherscan to some like, solscan, tronscan, like every part where we have some funds. I just built all the APIs, added all the wallet addresses that we have on all the chains.

[00:55:03] Max Kalyuzhnyi: And then like in, after a couple of months of iterative work, I actually got the dashboard which can in real time show me the current assets on infrastructure. So currently, for example, I can see if some of our infrastructural wallets are running low on funds, and we actually need to fund it to keep the product working.

[00:55:26] Max Kalyuzhnyi: Also, we currently operate the solver capital for internal solver. And also it's a very important thing to track the balance every day. And before that, I was using DeBank manually just to check the balances and looking into transactions and what happened here and there. Now I can just open the dashboard and I see all this assets allocated between different types of assets like Ethereum, Bitcoin, stablecoins, total amounts, and compare them to expected values.

[00:55:57] Max Kalyuzhnyi: So I really believe that everyone can currently can build some simple tools and it's a really satisfactory feeling when you just had nothing and then you just build some tool and it's actually solves your most painful problem, which like you spend hours on doing this manually and then you have a tool.

[00:56:20] Max Kalyuzhnyi: Very cool. 

[00:56:21] Umar: Very cool. Max, I think the listeners will agree when I say you're not the traditional finance professional, I always like to, whenever we have people like you who started at a Big4, but then yeah this curiosity that you had made you eventually land a job at a web3 company. I wanna ask you maybe if you could share for people also considering like a similar leap into web3, yeah, what maybe advice would you have on making such a transition?

[00:56:53] Max Kalyuzhnyi: Particularly on transition? Basically, I would better say some advice in general. So I moved to web3 with solid background in finance, but little background in web3 and in US finance. So I did some experiment and I decided that probably I can learn just in, in the woods.

[00:57:22] Max Kalyuzhnyi: So I, I will jump there and then we'll see what happens. So the bad case, I will just be fired after some time, but the best case, I will just learn and will get some great experience and everything. So basically my advice is just go and try and do what, what's scares you. Usually you are capable to, to overcome it and to learn things when you really need to do this.

[00:57:52] Max Kalyuzhnyi: So don't be afraid. 

[00:57:54] Umar: That's a great advice Max. So maybe we can, I think, I mean, this advice was such good advice that I'm not sure if I want to ask you, but it's a tradition on this podcast that I usually end the podcast by asking the guests for their favorite quote or maxim? 

[00:58:13] Max Kalyuzhnyi: Continuing my last thought. So basically learning by doing. You, you never be prepared for some new challenge. So you just get into this challenge and you try to learn during that. So I think over the last year, 90% of things that I did first time. And in many cases it was that nobody in the team has a similar previous experience, and you just do your best and you hope that it works.

[00:58:45] Max Kalyuzhnyi: And in, in most cases, it actually works. So learning by doing. That's my motto. 

[00:58:53] Umar: Perfect. Thanks for sharing. I mean, we met a few times, Max, and I always hold you in very high regard for your level of knowledge and experience, and obviously that's the reason why I wanted to have you today to share your experience with the listeners.

[00:59:09] Umar: You're also, the second alumni from the Crypto Accounting Academy that we've had on the podcast. I'm always happy for that as well. If people want to reach out to you, Max, if they want to connect on some social networks, where should they do so? 

[00:59:24] Max Kalyuzhnyi: Yeah, super happy to connect.

[00:59:27] Max Kalyuzhnyi: It's basically Telegram @max_kalyuzhnyi. It's probably hard to know how it's written, and LinkedIn also, I pretty responsive in both. 

[00:59:36] Umar: Perfect. Well Max, thanks a lot for your time today. I look forward to maybe meeting in person and at one of the upcoming small meetups that we've been organizing in Lisbon.

[00:59:47] Umar: And until then yeah, we'll stay in touch. 

[00:59:50] Max Kalyuzhnyi: Yeah, looking forward to thank you very much for having me again. It was a pleasure.