Orca and Loopscale Merge to Form Formation as Orca's Council Moves to Re-Run the ORCA Tokenholder Vote

Orca ORCA$2.73-7.2%, the Solana decentralized exchange, and Loopscale, a fixed-rate lending protocol on the same network, are merging under a new company called Formation. The Orca Loopscale merger was announced on October 7, 2026: The Block reported it first at 6:01pm ET, and Orca confirmed it on X an hour later, writing that it "is merging with @Loopscale to bring Solana's deepest liquidity and fixed-rate credit into one full-stack DeFi platform." Loopscale co-founder Luke Truitt is Formation's chief executive.

On October 8, 2026, Orca's Governance Council tied the deal to the tokenholder vote we covered on October 7. In an update on Orca's governance forum, forum user Cortina, who writes as a Council member, listed the Loopscale merger under the heading "The acquisition", said the live on-chain vote was being cancelled, and set a new vote on the same proposal for October 11 to October 16. Our earlier article reported that voting would close on October 10 at 19:42 UTC. The Council says it is cancelling that vote, so the October 10 close no longer applies.

Formation's leadership: Luke Truitt as CEO, Mary Gooneratne as COO, Christopher Montagano on strategy and legal

Formation is based in New York City and puts Loopscale's two co-founders in its top operating roles, according to the company's website. Truitt is CEO and Mary Gooneratne is chief operating officer. Christopher Montagano, who joined Orca in 2022, is chief strategy and legal officer. "Today Loopscale and Orca become Formation, an American DeFi company," Truitt wrote on X, adding that the two teams had worked together for years.

Financial terms were not disclosed, The Block reported, and Cortina's forum update says "specific deal terms remain confidential under the definitive agreement." Nothing published so far states the price, how ownership of Formation is divided, what legal form the combination takes, or whether the transaction has closed. The parties' own verbs differ: Orca wrote that it "is merging", while Cortina wrote that Orca "has merged with Loopscale".

The business case is that a new asset needs a lending market as well as a trading venue. Orca runs concentrated-liquidity pools called Whirlpools, where traders swap tokens against liquidity that providers place in chosen price ranges. Loopscale matches lenders and borrowers at fixed rates through an order book, and in June 2026 it added curated vaults that manage lending strategies for depositors. "Liquidity alone isn't enough to scale an asset. It takes credit and distribution too, and that's what Orca and @Loopscale bring together in Formation," Montagano wrote on X.

The scale figures the companies cite vary by source. Formation's website credits Orca with $550 billion in trading volume since 2021, while a post in Orca's own announcement thread says "$500B+". Formation's website says Loopscale has facilitated $2 billion in loans and holds more than $150 million in deposits, and Truitt's post puts the loans at "over $2.5B". Solana Compass data gives a current reading for the Orca side: the Whirlpool program handled about $16.3 billion in spot swap volume across roughly 87 million swaps in the 30 days from September 8 to October 7, 2026.

What changes for Orca and Loopscale users, ORCA holders and Loopscale points

Orca and Loopscale both keep running under their existing names, and neither asks users to do anything. "For traders and LPs: Orca runs as normal. Every Whirlpool position, fee and reward stays as it is. There's nothing to withdraw, migrate or sign," Orca wrote. Loopscale's FAQ on the merger says existing positions are unchanged, no migration is required, and the protocol's programs, upgrade authority, multisig and bug bounty stay as they are.

ORCA becomes the token for the whole of Formation. Loopscale's FAQ says there will be no separate Loopscale token, and that Loopscale points keep accruing and will convert later in 2026, with details still to be announced. Orca told holders that "Orca and Loopscale both remain the foundation of the ORCA and xORCA token network, and xORCA staking works as it does today." xORCA is the staked form of ORCA, and its share of protocol fees is one of the things the pending vote would change.

The ORCA tokenholder vote restarts on October 11 with the acquisition named

Orca's Council says it is cancelling the on-chain vote that opened on Realms on October 5, 2026 and re-posting the same proposal. The Realms page for the original vote did not load for us on October 8, so the cancellation rests on the Council's forum statement. Voting is scheduled to open on October 11 at about 10am ET (14:00 UTC) and close on October 16 at about 10am ET, followed by a two-day cool-down through October 18, according to Cortina's update. The reason given is access: "We understand the concerns about xORCA holders' ability to vote, and since we weren't able to extend the live vote on Realms, we're cancelling the current on-chain vote and re-posting the same proposal for a new vote." Unstaking xORCA takes seven days, so the update tells holders who want to vote to "start right away" or swap into ORCA before voting closes.

The update also settles a question forum users raised during the first vote, which was whether No votes count. The proposal passes with "at least 3,000,000 ORCA voting Yes and more Yes than No votes", and during the cool-down "the proposal can't be implemented and the Council can veto it."

The proposal's terms are the same as before. It would cut xORCA's share of protocol fees from 40% to 10%, dissolve the Council and move the community treasury, which the proposal puts at "approximately 14.2M ORCA", to a team-controlled Strategic Account for acquisitions. When Cortina posted it on September 29, 2026, it said the team "has negotiated terms to acquire a leading Solana DeFi protocol" with "a credit and yield product line that Orca does not have today", and did not name the protocol. Forum users who described themselves as xORCA holders asked for the target and its price before voting. The team, which would control the treasury under the proposal, replied that it could not give details before a formal announcement. Tokenholders now have the name and still lack the price.

How the merger and the vote depend on each other has not been spelled out. The proposal said the Council "has preliminarily approved this transaction" and "intends to formally approve it if this ORCA tokenholder proposal is successful". Cortina's update says Strategic Account usage "will be reported as described in the proposal", which in the proposal means a written summary within 14 days of each deployment and a semi-annual report. Neither document says how much ORCA the Loopscale deal uses, if any, or what happens to the merger if the vote fails.

Formation's plan for a tokenized securities venue under the SEC Innovation Exemption

Formation says it plans to operate a tokenized securities venue, a category the US Securities and Exchange Commission created on September 17, 2026. The SEC's Innovation Exemption exempts such venues from the definition of an exchange for five years so that permissioned participants can trade tokenized shares of US-listed stocks through automated market makers, as we reported when it was issued. "The SEC's Innovation Exemption carves a real path, and Formation plans to operate a tokenized securities venue under it," Montagano wrote. Formation's website adds that the company will "pursue the licenses needed to expand our offerings." Orca built part of the plumbing earlier, when it launched permissioned pools for compliant trading of tokenized real-world assets in June 2026.

The venue is a plan, with no launch date given and no notice or filing from Formation that we could find. By our reading, the exemption as the SEC describes it covers tokenized stock only, which is narrower than the ambitions in The Block's report. The outlet framed the merger as a push to finance AI, robotics and defense, and quoted Truitt saying "the frontier economy is creating new business models and financing needs more rapidly than traditional market infrastructure is evolving to serve them." Formation's website lists Figure, Shinhan Asset Management, Superstate, R3 and Securitize as partners, and The Block reported that Formation plans to roll out tools for asset issuers and new investment strategies over the next year.

The next fixed date is October 11, 2026, when the re-posted proposal is scheduled to open for voting on Realms. ORCA holders will decide on the fee split, the treasury transfer and the Council's future knowing which company the acquisition is, while the terms of the deal stay confidential.