According to Unchained, the Layer 1 project Berachain has been revealed to have privately granted one of its lead investors—a hedge fund under Brevan Howard, the Nova Digital fund—a highly unusual "risk-free" investment clause in its latest Series B funding round. The agreement indicates that the Nova Digital fund has the unconditional right to demand a refund of its $25 million investment principal within one year after the project's token generation event (TGE).

The exposure of this special clause comes at a time when the market performance of the Berachain token BERA is poor, sparking intense scrutiny from the crypto community and other investment institutions regarding the fairness of the project's financing.

Risk-Free Privileges in Venture Capital

Berachain has raised a total of at least $142 million, with its token valued at as much as $1.5 billion during the Series B funding round. This round was co-led by Framework Ventures and the Nova Digital fund. However, leaked documents show that Brevan Howard's Nova Digital fund obtained the right to request a refund "within one year after the TGE on February 6, 2025."

The financial logic of this clause is clear and highly skewed: if the BERA token performs well, the Nova Digital fund can enjoy substantial returns; however, if the token price falls, the fund can demand a full refund, effectively providing zero-risk protection for its $25 million principal.

Reports indicate that a former employee of Berachain recalled that co-founder "Papa Bear" pointed out that Brevan Howard's involvement was intended to enhance the project's legitimacy. However, other institutions that also participated in the Series B funding, including Framework Ventures, Arrington Capital, Hack VC, Polychain, and Tribe Capital, reportedly were not informed of this side agreement. With the price of the BERA token having dropped from $3 at the time of investment to about $1 (a decline of approximately 67%), Framework Ventures is facing losses exceeding $50 million.

Imminent Potential Repayment Pressure and Legal Controversy

Based on the current price of the BERA token (which has fallen about 66% from the $3 investment price), exercising the refund right by the Nova Digital fund aligns with its financial interests. If the fund chooses to exercise its rights before the deadline of February 6, 2026, the Berachain foundation will face immense financial pressure to raise $25 million in cash to repay the investors. Project documents indicate that the tokens purchased by Berachain investors have a one-year lock-up period, and if Nova Digital exercises its refund right, it may need to forfeit its allocation of BERA tokens.

Currently, the legality of this special agreement remains in question, especially given that the "secret" clause was signed without the knowledge of other investors.

The exposure of this incident has immediately sparked strong reactions within the crypto community, with comments generally focusing on anger over the "lack of transparency" and the "asymmetry between institutions and retail investors."

Berachain co-founder Smokey the Bera responded on social media, stating that the report is "neither accurate nor complete."

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