[{"data":1,"prerenderedAt":2559},["ShallowReactive",2],{"blog-security-token-offering-sto-guide":3,"related-security-token-offering-sto-guide":365},{"_path":4,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":8,"description":9,"date":10,"author":11,"category":12,"tags":13,"keywords":18,"image":7,"readTime":24,"body":25,"_type":359,"_id":360,"_source":361,"_file":362,"_stem":363,"_extension":364},"/blog/security-token-offering-sto-guide","blog",false,"","Security Token Offering (STO): A Complete Guide to a Security Token Launch","What is a security token launch? A practical guide to STO mechanics, regulation, the launch process, and how to provide liquidity for tokenized securities.","2026-06-17","Fibonacci Capital","Token Launches",[14,15,16,17],"security token","STO","token launch","tokenization",[19,20,21,22,23],"security token launch","security token offering","STO crypto","how to launch a security token","tokenized securities","9 min read",{"type":26,"children":27,"toc":338},"root",[28,36,42,47,52,59,64,69,74,120,125,131,136,143,148,154,159,165,170,176,181,187,192,198,203,209,214,220,225,231,236,242,247,253,258,264,269,274,279,322,328,333],{"type":29,"tag":30,"props":31,"children":33},"element","h1",{"id":32},"security-token-offering-sto-a-complete-guide-to-a-security-token-launch",[34],{"type":35,"value":8},"text",{"type":29,"tag":37,"props":38,"children":39},"p",{},[40],{"type":35,"value":41},"A security token launch is the process of issuing a blockchain-based token that represents a regulated financial asset — equity, debt, real estate, a fund interest, or a revenue share — under existing securities law. Unlike a utility token sold in an ICO or IDO, a security token is, by design, a security. That single distinction changes everything about how you raise capital, who you can sell to, where the token can trade, and what infrastructure you need to support it after launch.",{"type":29,"tag":37,"props":43,"children":44},{},[45],{"type":35,"value":46},"For founders and asset managers exploring tokenization, the appeal of a security token offering (STO) is straightforward: you get the programmability, fractional ownership, and 24/7 settlement of crypto, while staying inside a legal framework that institutional capital can actually touch. The trade-off is that an STO is closer to a regulated securities issuance than to a typical token launch — and treating it like the latter is the fastest way to attract enforcement attention.",{"type":29,"tag":37,"props":48,"children":49},{},[50],{"type":35,"value":51},"This guide breaks down what a security token actually is, how an STO differs from an ICO or IDO, the step-by-step launch process, and why secondary-market liquidity is the part most issuers underestimate.",{"type":29,"tag":53,"props":54,"children":56},"h2",{"id":55},"what-is-a-security-token",[57],{"type":35,"value":58},"What Is a Security Token?",{"type":29,"tag":37,"props":60,"children":61},{},[62],{"type":35,"value":63},"A security token is a digital asset recorded on a blockchain that confers rights typically associated with traditional securities. Those rights can include ownership in a company, a claim on profits or dividends, interest payments on debt, or a share of income from an underlying asset such as a building or a fund.",{"type":29,"tag":37,"props":65,"children":66},{},[67],{"type":35,"value":68},"The defining test in the United States is the Howey test: if buyers invest money in a common enterprise with an expectation of profit derived primarily from the efforts of others, the instrument is an investment contract — a security. Most tokens marketed as \"utility\" tokens would fail this test if sold before any working product exists. A security token does not try to escape that classification. It embraces it and builds compliance directly into the asset.",{"type":29,"tag":37,"props":70,"children":71},{},[72],{"type":35,"value":73},"Common categories of tokenized securities include:",{"type":29,"tag":75,"props":76,"children":77},"ul",{},[78,90,100,110],{"type":29,"tag":79,"props":80,"children":81},"li",{},[82,88],{"type":29,"tag":83,"props":84,"children":85},"strong",{},[86],{"type":35,"value":87},"Equity tokens",{"type":35,"value":89}," — digital shares representing ownership and, often, voting and dividend rights",{"type":29,"tag":79,"props":91,"children":92},{},[93,98],{"type":29,"tag":83,"props":94,"children":95},{},[96],{"type":35,"value":97},"Debt tokens",{"type":35,"value":99}," — tokenized bonds or notes that pay interest and return principal at maturity",{"type":29,"tag":79,"props":101,"children":102},{},[103,108],{"type":29,"tag":83,"props":104,"children":105},{},[106],{"type":35,"value":107},"Asset-backed tokens",{"type":35,"value":109}," — claims on real-world assets like real estate, commodities, or art",{"type":29,"tag":79,"props":111,"children":112},{},[113,118],{"type":29,"tag":83,"props":114,"children":115},{},[116],{"type":35,"value":117},"Fund tokens",{"type":35,"value":119}," — interests in a tokenized fund, such as a tokenized money market or private credit vehicle",{"type":29,"tag":37,"props":121,"children":122},{},[123],{"type":35,"value":124},"Tokenization of real-world assets has become one of the most active institutional narratives in crypto, with major asset managers issuing tokenized treasury and money-market products. That institutional momentum is exactly why understanding the security token launch process matters now.",{"type":29,"tag":53,"props":126,"children":128},{"id":127},"sto-vs-ico-vs-ido-the-core-differences",[129],{"type":35,"value":130},"STO vs ICO vs IDO: The Core Differences",{"type":29,"tag":37,"props":132,"children":133},{},[134],{"type":35,"value":135},"The mechanics of selling a token can look similar across models, but the legal substance is entirely different.",{"type":29,"tag":137,"props":138,"children":140},"h3",{"id":139},"regulatory-posture",[141],{"type":35,"value":142},"Regulatory posture",{"type":29,"tag":37,"props":144,"children":145},{},[146],{"type":35,"value":147},"An ICO or IDO typically tries to position the token as a utility or governance asset to avoid securities classification. An STO does the opposite — it registers the offering or relies on a specific exemption (such as Regulation D, Regulation S, or Regulation A+ in the US), accepting that the token is a security from day one.",{"type":29,"tag":137,"props":149,"children":151},{"id":150},"who-can-buy",[152],{"type":35,"value":153},"Who can buy",{"type":29,"tag":37,"props":155,"children":156},{},[157],{"type":35,"value":158},"ICOs and IDOs historically sold to anyone with a wallet. A security token launch restricts participation based on the exemption used. Regulation D limits sales primarily to accredited investors; Regulation S covers offshore buyers; Regulation A+ allows broader retail participation but caps the raise and demands far more disclosure. Investor accreditation and KYC/AML checks are not optional add-ons — they are enforced at the smart-contract level.",{"type":29,"tag":137,"props":160,"children":162},{"id":161},"transfer-restrictions",[163],{"type":35,"value":164},"Transfer restrictions",{"type":29,"tag":37,"props":166,"children":167},{},[168],{"type":35,"value":169},"This is the technical heart of an STO. A security token embeds transfer rules directly into the token standard so that the asset can only move between approved, whitelisted addresses. Standards such as ERC-1400, ERC-3643 (the T-REX framework), and ERC-1404 add a permissioning layer on top of ERC-20, allowing or rejecting transfers based on on-chain identity and jurisdiction. A normal ERC-20 cannot enforce a lockup or block a non-accredited buyer; a security token can.",{"type":29,"tag":137,"props":171,"children":173},{"id":172},"where-it-trades",[174],{"type":35,"value":175},"Where it trades",{"type":29,"tag":37,"props":177,"children":178},{},[179],{"type":35,"value":180},"Utility tokens list on centralized and decentralized exchanges with relatively little friction. Security tokens can generally only trade on licensed venues — regulated alternative trading systems (ATSs) or licensed digital-asset exchanges — and only between holders who pass the same compliance checks applied at issuance. This is the constraint that most directly shapes liquidity, and we return to it below.",{"type":29,"tag":53,"props":182,"children":184},{"id":183},"the-security-token-launch-process",[185],{"type":35,"value":186},"The Security Token Launch Process",{"type":29,"tag":37,"props":188,"children":189},{},[190],{"type":35,"value":191},"A security token offering follows a more deliberate path than a typical token launch. The sequence below reflects how most compliant issuances are structured.",{"type":29,"tag":137,"props":193,"children":195},{"id":194},"_1-structure-the-offering-and-choose-an-exemption",[196],{"type":35,"value":197},"1. Structure the offering and choose an exemption",{"type":29,"tag":37,"props":199,"children":200},{},[201],{"type":35,"value":202},"Before any code is written, work with securities counsel to decide what the token represents and which regulatory pathway fits your raise size, investor base, and geography. The exemption you choose (Reg D, Reg S, Reg A+, or a full registration) dictates investor eligibility, disclosure requirements, marketing rules, and resale restrictions. Getting this wrong is not a feature you can patch later.",{"type":29,"tag":137,"props":204,"children":206},{"id":205},"_2-prepare-disclosure-and-offering-documents",[207],{"type":35,"value":208},"2. Prepare disclosure and offering documents",{"type":29,"tag":37,"props":210,"children":211},{},[212],{"type":35,"value":213},"Security offerings require real disclosure — a private placement memorandum or offering circular, risk factors, audited or reviewed financials, and clear descriptions of investor rights. The same transparency that protects buyers also builds the credibility institutional allocators expect.",{"type":29,"tag":137,"props":215,"children":217},{"id":216},"_3-select-the-token-standard-and-issuance-platform",[218],{"type":35,"value":219},"3. Select the token standard and issuance platform",{"type":29,"tag":37,"props":221,"children":222},{},[223],{"type":35,"value":224},"Choose a permissioned token standard (ERC-1400, ERC-3643, or similar) and an issuance platform or tokenization provider that handles the compliance layer: identity registries, transfer-agent functionality, and the on-chain whitelist. The token must be able to enforce holding periods, jurisdiction limits, and accreditation status automatically.",{"type":29,"tag":137,"props":226,"children":228},{"id":227},"_4-onboard-investors-with-kycaml-and-accreditation",[229],{"type":35,"value":230},"4. Onboard investors with KYC/AML and accreditation",{"type":29,"tag":37,"props":232,"children":233},{},[234],{"type":35,"value":235},"Every participant passes identity verification, sanctions screening, and — where required — accreditation verification before their wallet is whitelisted. Only whitelisted addresses can receive the token. This onboarding pipeline is ongoing infrastructure, not a one-time gate, because it also governs every future transfer.",{"type":29,"tag":137,"props":237,"children":239},{"id":238},"_5-conduct-the-sale-and-issue-tokens",[240],{"type":35,"value":241},"5. Conduct the sale and issue tokens",{"type":29,"tag":37,"props":243,"children":244},{},[245],{"type":35,"value":246},"Tokens are sold under the chosen exemption and minted to verified investor wallets, often with programmatic lockups encoded directly into the token. A one-year resale restriction under Reg D, for example, can be enforced on-chain rather than relying on paperwork.",{"type":29,"tag":137,"props":248,"children":250},{"id":249},"_6-enable-secondary-trading-and-ongoing-compliance",[251],{"type":35,"value":252},"6. Enable secondary trading and ongoing compliance",{"type":29,"tag":37,"props":254,"children":255},{},[256],{"type":35,"value":257},"After issuance, the token can trade on licensed venues — subject to the same whitelist. The issuer (or its transfer agent) maintains the cap table, processes corporate actions like dividends or buybacks, and keeps the compliance registry current.",{"type":29,"tag":53,"props":259,"children":261},{"id":260},"why-liquidity-is-the-hardest-part-of-a-security-token-launch",[262],{"type":35,"value":263},"Why Liquidity Is the Hardest Part of a Security Token Launch",{"type":29,"tag":37,"props":265,"children":266},{},[267],{"type":35,"value":268},"Most STO failures are not regulatory failures — they are liquidity failures. A project completes a clean, compliant raise, issues the tokens, and then discovers that almost no one can trade them. The permissioning that makes a security token compliant also fragments its market: buyers and sellers must both be whitelisted, both be on a venue that lists the token, and often both be in compatible jurisdictions.",{"type":29,"tag":37,"props":270,"children":271},{},[272],{"type":35,"value":273},"The result is thin order books, wide bid-ask spreads, and prices that gap violently on small trades. For an investor, an illiquid security token is worse than an illiquid utility token, because the holding-period restrictions and venue limits mean there is no DEX fallback and no global retail pool to absorb sell pressure.",{"type":29,"tag":37,"props":275,"children":276},{},[277],{"type":35,"value":278},"Solving this requires deliberate market structure:",{"type":29,"tag":75,"props":280,"children":281},{},[282,292,302,312],{"type":29,"tag":79,"props":283,"children":284},{},[285,290],{"type":29,"tag":83,"props":286,"children":287},{},[288],{"type":35,"value":289},"List on venues with a real compliant user base.",{"type":35,"value":291}," A licensed ATS with few whitelisted participants offers little practical liquidity, no matter how good the technology is.",{"type":29,"tag":79,"props":293,"children":294},{},[295,300],{"type":29,"tag":83,"props":296,"children":297},{},[298],{"type":35,"value":299},"Provision dedicated liquidity from launch.",{"type":35,"value":301}," Professional market making on the listing venue keeps spreads tight and provides continuous two-sided quotes so investors can enter and exit without moving the price dramatically.",{"type":29,"tag":79,"props":303,"children":304},{},[305,310],{"type":29,"tag":83,"props":306,"children":307},{},[308],{"type":35,"value":309},"Coordinate the whitelist with your liquidity strategy.",{"type":35,"value":311}," A market maker can only quote a security token if its own trading addresses are approved participants — this needs to be arranged before listing, not after.",{"type":29,"tag":79,"props":313,"children":314},{},[315,320],{"type":29,"tag":83,"props":316,"children":317},{},[318],{"type":35,"value":319},"Plan for corporate actions.",{"type":35,"value":321}," Dividends, redemptions, and buybacks all affect fair value; your liquidity provider needs visibility into them to quote accurately.",{"type":29,"tag":53,"props":323,"children":325},{"id":324},"bringing-a-security-token-to-market",[326],{"type":35,"value":327},"Bringing a Security Token to Market",{"type":29,"tag":37,"props":329,"children":330},{},[331],{"type":35,"value":332},"A security token offering combines the rigor of a regulated securities issuance with the operational demands of running a live, tradeable digital asset. The compliance and issuance pieces are well understood by specialized counsel and tokenization platforms. The part that quietly determines whether your token thrives — secondary-market liquidity — is the one most issuers address too late.",{"type":29,"tag":37,"props":334,"children":335},{},[336],{"type":35,"value":337},"Fibonacci Capital works with token projects across launch models, including providing market making and liquidity for tokens on the venues where they trade. For a security token launch, that means engaging early so the liquidity infrastructure, venue selection, and whitelist coordination are in place before listing — not improvised after investors start asking why they cannot sell. If you are planning an STO or any tokenized-securities issuance, the time to design your liquidity strategy is while you are still structuring the offering.",{"title":7,"searchDepth":339,"depth":339,"links":340},2,[341,342,349,357,358],{"id":55,"depth":339,"text":58},{"id":127,"depth":339,"text":130,"children":343},[344,346,347,348],{"id":139,"depth":345,"text":142},3,{"id":150,"depth":345,"text":153},{"id":161,"depth":345,"text":164},{"id":172,"depth":345,"text":175},{"id":183,"depth":339,"text":186,"children":350},[351,352,353,354,355,356],{"id":194,"depth":345,"text":197},{"id":205,"depth":345,"text":208},{"id":216,"depth":345,"text":219},{"id":227,"depth":345,"text":230},{"id":238,"depth":345,"text":241},{"id":249,"depth":345,"text":252},{"id":260,"depth":339,"text":263},{"id":324,"depth":339,"text":327},"markdown","content:blog:security-token-offering-sto-guide.md","content","blog/security-token-offering-sto-guide.md","blog/security-token-offering-sto-guide","md",[366,1115,1959],{"_path":367,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":368,"description":369,"date":370,"author":11,"category":12,"tags":371,"keywords":376,"image":381,"readTime":24,"body":382,"_type":359,"_id":1112,"_source":361,"_file":1113,"_stem":1114,"_extension":364},"/blog/saft-vs-token-warrant","SAFT vs Token Warrant: Which Should Your Token Project Raise On?","SAFT vs token warrant compared for token founders: how each instrument works, what investors actually get, the terms that matter, and which fits your raise.","2026-09-27",[372,373,374,375],"fundraising","saft","token warrant","crypto vc",[377,374,378,379,380],"saft vs token warrant","saft agreement","safe with token warrant","crypto fundraising instruments","/assets/images/blog/saft-vs-token-warrant.jpg",{"type":26,"children":383,"toc":1092},[384,389,394,400,405,410,453,458,464,487,493,498,502,545,550,556,579,585,760,766,771,777,782,787,793,807,813,818,824,829,835,840,846,856,866,876,886,896,902,907,968,981,987,1068,1074,1079],{"type":29,"tag":37,"props":385,"children":386},{},[387],{"type":35,"value":388},"The short answer to SAFT vs token warrant: a SAFT sells future tokens for cash today, so investors are buying the token itself. A token warrant rides alongside an equity instrument, usually a SAFE or a priced round, so investors buy the company and get an option on a token if one is ever issued. Pick the SAFT when the token is the product and the raise exists to fund a network that will launch one. Pick the SAFE plus token warrant when the company has value beyond the token, when a token is likely but not certain, or when the investors you want are more comfortable holding equity. Most early-stage raises in recent cycles have used the second structure. That is not proof it is right for you, but it is what most funds will expect to see first.",{"type":29,"tag":37,"props":390,"children":391},{},[392],{"type":35,"value":393},"This guide covers how each instrument works in practice, the terms that actually get negotiated, and the mistakes founders make choosing between them. It is not legal advice. How either instrument is treated under securities and tax law depends on your jurisdiction, your entity structure and how the token works, so counsel should sign off on the choice before any term sheet goes out.",{"type":29,"tag":53,"props":395,"children":397},{"id":396},"how-a-saft-works",[398],{"type":35,"value":399},"How a SAFT Works",{"type":29,"tag":37,"props":401,"children":402},{},[403],{"type":35,"value":404},"A SAFT (Simple Agreement for Future Tokens) is a contract where an investor pays now and the project commits to deliver tokens when a defined event happens, usually the token generation event or network launch.",{"type":29,"tag":37,"props":406,"children":407},{},[408],{"type":35,"value":409},"The key features:",{"type":29,"tag":75,"props":411,"children":412},{},[413,423,433,443],{"type":29,"tag":79,"props":414,"children":415},{},[416,421],{"type":29,"tag":83,"props":417,"children":418},{},[419],{"type":35,"value":420},"Cash for tokens, not shares.",{"type":35,"value":422}," The investor has no claim on the company's equity, profits or other assets. Their upside is entirely the token.",{"type":29,"tag":79,"props":424,"children":425},{},[426,431],{"type":29,"tag":83,"props":427,"children":428},{},[429],{"type":35,"value":430},"Price fixed up front.",{"type":35,"value":432}," The SAFT sets a token price, or a valuation that converts into one, at signing.",{"type":29,"tag":79,"props":434,"children":435},{},[436,441],{"type":29,"tag":83,"props":437,"children":438},{},[439],{"type":35,"value":440},"Delivery tied to a trigger.",{"type":35,"value":442}," Tokens arrive at the launch event and are usually subject to a lock-up and vesting schedule written into the agreement or a side letter.",{"type":29,"tag":79,"props":444,"children":445},{},[446,451],{"type":29,"tag":83,"props":447,"children":448},{},[449],{"type":35,"value":450},"Typically issued by the token entity.",{"type":35,"value":452}," SAFTs are often signed by a foundation or other non-equity entity that will issue the token, rather than by the operating company.",{"type":29,"tag":37,"props":454,"children":455},{},[456],{"type":35,"value":457},"The investor's risk is simple to state: if the token never launches, they may lose the money with no equity to fall back on. The SAFT will usually include provisions for dissolution or a failed launch, but how much is recoverable in practice depends on what cash is left.",{"type":29,"tag":137,"props":459,"children":461},{"id":460},"when-a-saft-fits",[462],{"type":35,"value":463},"When a SAFT fits",{"type":29,"tag":75,"props":465,"children":466},{},[467,472,477,482],{"type":29,"tag":79,"props":468,"children":469},{},[470],{"type":35,"value":471},"The project is a protocol or network whose value accrues mainly to the token.",{"type":29,"tag":79,"props":473,"children":474},{},[475],{"type":35,"value":476},"There is no meaningful business or revenue outside the token economy.",{"type":29,"tag":79,"props":478,"children":479},{},[480],{"type":35,"value":481},"You already have a token design and a credible launch timeline.",{"type":29,"tag":79,"props":483,"children":484},{},[485],{"type":35,"value":486},"Your investors are token-focused funds or strategic buyers who want direct token exposure.",{"type":29,"tag":53,"props":488,"children":490},{"id":489},"how-a-token-warrant-works",[491],{"type":35,"value":492},"How a Token Warrant Works",{"type":29,"tag":37,"props":494,"children":495},{},[496],{"type":35,"value":497},"A token warrant is a right, not an obligation, for an investor to receive tokens if and when the company or an affiliate issues them. It is almost always attached to an equity instrument, most commonly a SAFE, and is signed at the same time.",{"type":29,"tag":37,"props":499,"children":500},{},[501],{"type":35,"value":409},{"type":29,"tag":75,"props":503,"children":504},{},[505,515,525,535],{"type":29,"tag":79,"props":506,"children":507},{},[508,513],{"type":29,"tag":83,"props":509,"children":510},{},[511],{"type":35,"value":512},"Equity first.",{"type":35,"value":514}," The investor's main position is equity in the company. The warrant is the side bet on a token.",{"type":29,"tag":79,"props":516,"children":517},{},[518,523],{"type":29,"tag":83,"props":519,"children":520},{},[521],{"type":35,"value":522},"Little or no additional payment.",{"type":35,"value":524}," The warrant exercise price is usually nominal. The investor has effectively paid for it through the equity investment.",{"type":29,"tag":79,"props":526,"children":527},{},[528,533],{"type":29,"tag":83,"props":529,"children":530},{},[531],{"type":35,"value":532},"Allocation defined as a share of a pool.",{"type":35,"value":534}," Rather than a fixed token price, the warrant usually entitles the investor to a portion of the token supply reserved for equity investors, often in proportion to their equity stake.",{"type":29,"tag":79,"props":536,"children":537},{},[538,543],{"type":29,"tag":83,"props":539,"children":540},{},[541],{"type":35,"value":542},"Issuance is not guaranteed.",{"type":35,"value":544}," If the company never launches a token, the warrant simply never pays out and the investor still holds equity.",{"type":29,"tag":37,"props":546,"children":547},{},[548],{"type":35,"value":549},"That last point is the core appeal for both sides. The investor's downside is covered by equity. The founder can raise before committing to a token design, a launch date or even the decision to launch at all.",{"type":29,"tag":137,"props":551,"children":553},{"id":552},"when-a-token-warrant-fits",[554],{"type":35,"value":555},"When a token warrant fits",{"type":29,"tag":75,"props":557,"children":558},{},[559,564,569,574],{"type":29,"tag":79,"props":560,"children":561},{},[562],{"type":35,"value":563},"The company has value that does not depend on a token: software, fees, IP, a team others would acquire.",{"type":29,"tag":79,"props":565,"children":566},{},[567],{"type":35,"value":568},"A token is likely but its design, timing or jurisdiction is still open.",{"type":29,"tag":79,"props":570,"children":571},{},[572],{"type":35,"value":573},"You want investors from outside crypto, or generalist funds, who are set up to hold equity.",{"type":29,"tag":79,"props":575,"children":576},{},[577],{"type":35,"value":578},"You expect to raise a later priced equity round and want a clean cap table story.",{"type":29,"tag":53,"props":580,"children":582},{"id":581},"saft-vs-token-warrant-side-by-side",[583],{"type":35,"value":584},"SAFT vs Token Warrant: Side-by-Side",{"type":29,"tag":586,"props":587,"children":588},"table",{},[589,611],{"type":29,"tag":590,"props":591,"children":592},"thead",{},[593],{"type":29,"tag":594,"props":595,"children":596},"tr",{},[597,601,606],{"type":29,"tag":598,"props":599,"children":600},"th",{},[],{"type":29,"tag":598,"props":602,"children":603},{},[604],{"type":35,"value":605},"SAFT",{"type":29,"tag":598,"props":607,"children":608},{},[609],{"type":35,"value":610},"SAFE + Token Warrant",{"type":29,"tag":612,"props":613,"children":614},"tbody",{},[615,634,652,670,688,706,724,742],{"type":29,"tag":594,"props":616,"children":617},{},[618,624,629],{"type":29,"tag":619,"props":620,"children":621},"td",{},[622],{"type":35,"value":623},"What the investor buys",{"type":29,"tag":619,"props":625,"children":626},{},[627],{"type":35,"value":628},"Future tokens",{"type":29,"tag":619,"props":630,"children":631},{},[632],{"type":35,"value":633},"Equity, plus a right to future tokens",{"type":29,"tag":594,"props":635,"children":636},{},[637,642,647],{"type":29,"tag":619,"props":638,"children":639},{},[640],{"type":35,"value":641},"Issuing entity",{"type":29,"tag":619,"props":643,"children":644},{},[645],{"type":35,"value":646},"Usually the token issuer (often a foundation)",{"type":29,"tag":619,"props":648,"children":649},{},[650],{"type":35,"value":651},"Usually the operating company",{"type":29,"tag":594,"props":653,"children":654},{},[655,660,665],{"type":29,"tag":619,"props":656,"children":657},{},[658],{"type":35,"value":659},"Price setting",{"type":29,"tag":619,"props":661,"children":662},{},[663],{"type":35,"value":664},"Token price or token valuation at signing",{"type":29,"tag":619,"props":666,"children":667},{},[668],{"type":35,"value":669},"Equity valuation cap; token share set as a percentage of a pool",{"type":29,"tag":594,"props":671,"children":672},{},[673,678,683],{"type":29,"tag":619,"props":674,"children":675},{},[676],{"type":35,"value":677},"If no token launches",{"type":29,"tag":619,"props":679,"children":680},{},[681],{"type":35,"value":682},"Investor may lose most of the investment",{"type":29,"tag":619,"props":684,"children":685},{},[686],{"type":35,"value":687},"Investor still holds equity",{"type":29,"tag":594,"props":689,"children":690},{},[691,696,701],{"type":29,"tag":619,"props":692,"children":693},{},[694],{"type":35,"value":695},"Founder flexibility on token",{"type":29,"tag":619,"props":697,"children":698},{},[699],{"type":35,"value":700},"Low — commitment is to deliver tokens",{"type":29,"tag":619,"props":702,"children":703},{},[704],{"type":35,"value":705},"High — token design and timing can stay open",{"type":29,"tag":594,"props":707,"children":708},{},[709,714,719],{"type":29,"tag":619,"props":710,"children":711},{},[712],{"type":35,"value":713},"Investor fit",{"type":29,"tag":619,"props":715,"children":716},{},[717],{"type":35,"value":718},"Token-native funds, strategics",{"type":29,"tag":619,"props":720,"children":721},{},[722],{"type":35,"value":723},"Crypto VCs, generalist VCs, angels",{"type":29,"tag":594,"props":725,"children":726},{},[727,732,737],{"type":29,"tag":619,"props":728,"children":729},{},[730],{"type":35,"value":731},"Complexity at TGE",{"type":29,"tag":619,"props":733,"children":734},{},[735],{"type":35,"value":736},"Deliver tokens per contract",{"type":29,"tag":619,"props":738,"children":739},{},[740],{"type":35,"value":741},"Map warrant holders to allocation, coordinate across entities",{"type":29,"tag":594,"props":743,"children":744},{},[745,750,755],{"type":29,"tag":619,"props":746,"children":747},{},[748],{"type":35,"value":749},"Typical stage",{"type":29,"tag":619,"props":751,"children":752},{},[753],{"type":35,"value":754},"Seed to strategic, token design mature",{"type":29,"tag":619,"props":756,"children":757},{},[758],{"type":35,"value":759},"Pre-seed and seed, product-first teams",{"type":29,"tag":53,"props":761,"children":763},{"id":762},"the-terms-that-actually-matter",[764],{"type":35,"value":765},"The Terms That Actually Matter",{"type":29,"tag":37,"props":767,"children":768},{},[769],{"type":35,"value":770},"Choosing the instrument is the first decision. The terms inside it decide whether the raise helps or hurts you at TGE.",{"type":29,"tag":137,"props":772,"children":774},{"id":773},"token-allocation-for-investors",[775],{"type":35,"value":776},"Token allocation for investors",{"type":29,"tag":37,"props":778,"children":779},{},[780],{"type":35,"value":781},"With a warrant, the most important number is the percentage of total token supply reserved for equity investors, and how that pool is split between them. If this is left vague, every later round has to renegotiate it, and early holders will push for protection against dilution of the pool. Decide the pool size up front and state clearly whether future rounds share the same pool or get a new one.",{"type":29,"tag":37,"props":783,"children":784},{},[785],{"type":35,"value":786},"With a SAFT, the equivalent question is the implied fully diluted valuation. Investors will compare your SAFT price against the eventual listing price and the float. If the gap is too wide, those holders are in large profit the moment they unlock, which becomes sell pressure, and the problem gets worse the lower your initial float.",{"type":29,"tag":137,"props":788,"children":790},{"id":789},"lock-ups-and-vesting",[791],{"type":35,"value":792},"Lock-ups and vesting",{"type":29,"tag":37,"props":794,"children":795},{},[796,798,805],{"type":35,"value":797},"Both instruments should set out, or at least bound, the lock-up and vesting investors accept. A common protection investors ask for is that their terms will be no worse than those applied to other investors in the same class. Founders should resist leaving vesting entirely to be decided at TGE, because the negotiation will happen at the worst moment, weeks before launch, with every holder pushing for shorter terms. Our piece on ",{"type":29,"tag":799,"props":800,"children":802},"a",{"href":801},"/blog/token-vesting-schedules-explained",[803],{"type":35,"value":804},"token vesting schedules",{"type":35,"value":806}," explains how cliffs and linear release interact with circulating supply.",{"type":29,"tag":137,"props":808,"children":810},{"id":809},"entity-structure",[811],{"type":35,"value":812},"Entity structure",{"type":29,"tag":37,"props":814,"children":815},{},[816],{"type":35,"value":817},"Tokens are often issued by a separate entity from the operating company, for regulatory or tax reasons. A warrant signed by the operating company then needs a clear mechanism to deliver tokens from the issuing entity, whether by an agreement between the two, an assignment or a commitment to procure delivery. If this is missing, investors may find themselves holding a right against a company that does not control the tokens. SAFTs avoid some of this by being signed by the issuer directly, but they bring their own questions about how that entity is funded and governed.",{"type":29,"tag":137,"props":819,"children":821},{"id":820},"most-favoured-nation-and-side-letters",[822],{"type":35,"value":823},"Most-favoured-nation and side letters",{"type":29,"tag":37,"props":825,"children":826},{},[827],{"type":35,"value":828},"Early investors often ask for most-favoured-nation clauses that give them any better terms offered later. On token terms this can be expensive: a strategic investor who gets a shorter lock-up in a later round may trigger the same change across everyone who came before. Track every side letter in one place and model the knock-on effects before granting anything.",{"type":29,"tag":137,"props":830,"children":832},{"id":831},"what-happens-without-a-token",[833],{"type":35,"value":834},"What happens without a token",{"type":29,"tag":37,"props":836,"children":837},{},[838],{"type":35,"value":839},"For warrants, the answer is easy: nothing, the investor keeps equity. For SAFTs, spell out what happens if launch is delayed past a long-stop date or abandoned entirely. Silence on this point is a common source of disputes.",{"type":29,"tag":53,"props":841,"children":843},{"id":842},"five-mistakes-founders-make-choosing-between-them",[844],{"type":35,"value":845},"Five Mistakes Founders Make Choosing Between Them",{"type":29,"tag":37,"props":847,"children":848},{},[849,854],{"type":29,"tag":83,"props":850,"children":851},{},[852],{"type":35,"value":853},"1. Choosing on what the last project did.",{"type":35,"value":855}," Instrument choice depends on jurisdiction, entity structure and whether the company has value beyond the token. Copying another project's documents without checking those three things creates problems that appear at TGE, when they are hardest to fix.",{"type":29,"tag":37,"props":857,"children":858},{},[859,864],{"type":29,"tag":83,"props":860,"children":861},{},[862],{"type":35,"value":863},"2. Selling SAFTs before the token design is settled.",{"type":35,"value":865}," A SAFT commits you to deliver a specific thing. If supply, utility or chain change after signing, you may need consent from every holder to adjust.",{"type":29,"tag":37,"props":867,"children":868},{},[869,874],{"type":29,"tag":83,"props":870,"children":871},{},[872],{"type":35,"value":873},"3. Leaving the warrant pool undefined.",{"type":35,"value":875}," \"Pro-rata share of tokens allocated to investors\" is meaningless until the allocation exists. Founders who leave this open often end up conceding a larger pool later than they would have agreed to at the start.",{"type":29,"tag":37,"props":877,"children":878},{},[879,884],{"type":29,"tag":83,"props":880,"children":881},{},[882],{"type":35,"value":883},"4. Mixing instruments without a map.",{"type":35,"value":885}," Some projects end up with SAFEs, warrants, SAFTs and direct token purchase agreements from different rounds. Each converts differently. Without a single table showing who holds what, at what price, with which lock-up, you cannot plan circulating supply for launch day.",{"type":29,"tag":37,"props":887,"children":888},{},[889,894],{"type":29,"tag":83,"props":890,"children":891},{},[892],{"type":35,"value":893},"5. Ignoring how the raise shows up in the market.",{"type":35,"value":895}," Every instrument ends as tokens in someone's wallet on a schedule. If investor unlocks cluster in the same months, or entry prices are far below listing, the order book will feel it. That is a fundraising decision with a market structure consequence.",{"type":29,"tag":53,"props":897,"children":899},{"id":898},"which-should-you-pick",[900],{"type":35,"value":901},"Which Should You Pick?",{"type":29,"tag":37,"props":903,"children":904},{},[905],{"type":35,"value":906},"A simple decision framework:",{"type":29,"tag":75,"props":908,"children":909},{},[910,920,930,940,950],{"type":29,"tag":79,"props":911,"children":912},{},[913,918],{"type":29,"tag":83,"props":914,"children":915},{},[916],{"type":35,"value":917},"The company would still be worth something without a token.",{"type":35,"value":919}," Use a SAFE plus token warrant.",{"type":29,"tag":79,"props":921,"children":922},{},[923,928],{"type":29,"tag":83,"props":924,"children":925},{},[926],{"type":35,"value":927},"The token is the whole value proposition and its design is mature.",{"type":35,"value":929}," A SAFT is reasonable, with counsel's sign-off on jurisdiction.",{"type":29,"tag":79,"props":931,"children":932},{},[933,938],{"type":29,"tag":83,"props":934,"children":935},{},[936],{"type":35,"value":937},"You are unsure whether or when a token will launch.",{"type":35,"value":939}," Use a warrant. Do not sell a SAFT for something you may not deliver.",{"type":29,"tag":79,"props":941,"children":942},{},[943,948],{"type":29,"tag":83,"props":944,"children":945},{},[946],{"type":35,"value":947},"You are raising from a mix of equity and token investors.",{"type":35,"value":949}," A SAFE plus warrant for the round, and possibly a SAFT or token purchase agreement for a later strategic tranche once the design is locked.",{"type":29,"tag":79,"props":951,"children":952},{},[953,958,960,966],{"type":29,"tag":83,"props":954,"children":955},{},[956],{"type":35,"value":957},"You are close to TGE and selling to strategics.",{"type":35,"value":959}," Direct token purchase agreements or SAFTs are common here. See our ",{"type":29,"tag":799,"props":961,"children":963},{"href":962},"/blog/private-token-sale-guide",[964],{"type":35,"value":965},"private token sale guide",{"type":35,"value":967}," for how those rounds are priced and documented.",{"type":29,"tag":37,"props":969,"children":970},{},[971,973,979],{"type":35,"value":972},"For a wider view of rounds, instruments and investor types, our ",{"type":29,"tag":799,"props":974,"children":976},{"href":975},"/blog/crypto-fundraising-guide-for-token-projects",[977],{"type":35,"value":978},"crypto fundraising guide for token projects",{"type":35,"value":980}," puts SAFTs and warrants alongside equity, launchpads and public sales.",{"type":29,"tag":53,"props":982,"children":984},{"id":983},"pre-signing-checklist",[985],{"type":35,"value":986},"Pre-Signing Checklist",{"type":29,"tag":75,"props":988,"children":991},{"className":989},[990],"contains-task-list",[992,1005,1014,1023,1032,1041,1050,1059],{"type":29,"tag":79,"props":993,"children":996},{"className":994},[995],"task-list-item",[997,1003],{"type":29,"tag":998,"props":999,"children":1002},"input",{"disabled":1000,"type":1001},true,"checkbox",[],{"type":35,"value":1004}," Counsel has confirmed the instrument suits your jurisdiction and entity structure",{"type":29,"tag":79,"props":1006,"children":1008},{"className":1007},[995],[1009,1012],{"type":29,"tag":998,"props":1010,"children":1011},{"disabled":1000,"type":1001},[],{"type":35,"value":1013}," Token-issuing entity is identified, and the warrant has a delivery mechanism from it",{"type":29,"tag":79,"props":1015,"children":1017},{"className":1016},[995],[1018,1021],{"type":29,"tag":998,"props":1019,"children":1020},{"disabled":1000,"type":1001},[],{"type":35,"value":1022}," Investor token pool is defined as a percentage of total supply",{"type":29,"tag":79,"props":1024,"children":1026},{"className":1025},[995],[1027,1030],{"type":29,"tag":998,"props":1028,"children":1029},{"disabled":1000,"type":1001},[],{"type":35,"value":1031}," Lock-up and vesting terms are set, or have agreed minimums and maximums",{"type":29,"tag":79,"props":1033,"children":1035},{"className":1034},[995],[1036,1039],{"type":29,"tag":998,"props":1037,"children":1038},{"disabled":1000,"type":1001},[],{"type":35,"value":1040}," Long-stop date and failed-launch terms are written into any SAFT",{"type":29,"tag":79,"props":1042,"children":1044},{"className":1043},[995],[1045,1048],{"type":29,"tag":998,"props":1046,"children":1047},{"disabled":1000,"type":1001},[],{"type":35,"value":1049}," MFN clauses and side letters are logged in one register",{"type":29,"tag":79,"props":1051,"children":1053},{"className":1052},[995],[1054,1057],{"type":29,"tag":998,"props":1055,"children":1056},{"disabled":1000,"type":1001},[],{"type":35,"value":1058}," A cap table covers equity, warrants, SAFTs and token purchase agreements together",{"type":29,"tag":79,"props":1060,"children":1062},{"className":1061},[995],[1063,1066],{"type":29,"tag":998,"props":1064,"children":1065},{"disabled":1000,"type":1001},[],{"type":35,"value":1067}," Unlock schedule is modelled against planned circulating supply at TGE",{"type":29,"tag":53,"props":1069,"children":1071},{"id":1070},"from-fundraising-terms-to-launch-day-liquidity",[1072],{"type":35,"value":1073},"From Fundraising Terms to Launch-Day Liquidity",{"type":29,"tag":37,"props":1075,"children":1076},{},[1077],{"type":35,"value":1078},"The instrument you raise on decides who holds tokens at launch, what they paid and when they can sell. Those three facts shape the first months of trading more than most marketing plans do. At Fibonacci Capital we see the results on the order book: projects that modelled investor unlocks against float and depth before signing tend to have far calmer listings than those that discovered their cap table at TGE.",{"type":29,"tag":37,"props":1080,"children":1081},{},[1082,1084,1090],{"type":35,"value":1083},"If you are structuring a raise and want to understand how those terms will translate into market depth and liquidity at launch, ",{"type":29,"tag":799,"props":1085,"children":1087},{"href":1086},"/pretge",[1088],{"type":35,"value":1089},"talk to Fibonacci Capital about launch support",{"type":35,"value":1091},".",{"title":7,"searchDepth":339,"depth":339,"links":1093},[1094,1097,1100,1101,1108,1109,1110,1111],{"id":396,"depth":339,"text":399,"children":1095},[1096],{"id":460,"depth":345,"text":463},{"id":489,"depth":339,"text":492,"children":1098},[1099],{"id":552,"depth":345,"text":555},{"id":581,"depth":339,"text":584},{"id":762,"depth":339,"text":765,"children":1102},[1103,1104,1105,1106,1107],{"id":773,"depth":345,"text":776},{"id":789,"depth":345,"text":792},{"id":809,"depth":345,"text":812},{"id":820,"depth":345,"text":823},{"id":831,"depth":345,"text":834},{"id":842,"depth":339,"text":845},{"id":898,"depth":339,"text":901},{"id":983,"depth":339,"text":986},{"id":1070,"depth":339,"text":1073},"content:blog:saft-vs-token-warrant.md","blog/saft-vs-token-warrant.md","blog/saft-vs-token-warrant",{"_path":1116,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":1117,"description":1118,"date":1119,"author":11,"category":12,"tags":1120,"keywords":1122,"image":1128,"readTime":24,"body":1129,"_type":359,"_id":1956,"_source":361,"_file":1957,"_stem":1958,"_extension":364},"/blog/crypto-vc-pitch-deck-guide","Crypto VC Pitch Deck: What Token Project Investors Actually Read","How to build a crypto VC pitch deck for a token project: the slides investors read, the ones they skip, and what belongs in the data room instead.","2026-09-24",[375,372,1121,16],"pitch deck",[1123,1124,1125,1126,1127],"crypto pitch deck","crypto vc pitch deck","web3 pitch deck","token project fundraising deck","how to pitch crypto vcs","/assets/images/blog/crypto-vc-pitch-deck-guide.jpg",{"type":26,"children":1130,"toc":1943},[1131,1136,1141,1147,1160,1193,1198,1204,1209,1452,1457,1463,1469,1474,1479,1484,1490,1495,1500,1544,1564,1569,1575,1580,1608,1620,1626,1631,1674,1685,1691,1764,1770,1775,1780,1808,1813,1819,1824,1927,1932],{"type":29,"tag":37,"props":1132,"children":1133},{},[1134],{"type":35,"value":1135},"A crypto VC pitch deck is a twelve-to-fifteen slide document whose only job is to get you a second meeting. Investors read it in three to five minutes, usually on a phone, usually between other meetings. They are looking for four things in this order: whether the problem is real, whether this team can plausibly solve it, whether the token is necessary rather than decorative, and whether the entry price makes sense against the eventual float. Everything else — the architecture diagram, the ecosystem map, the partnership logos — is either supporting material or noise.",{"type":29,"tag":37,"props":1137,"children":1138},{},[1139],{"type":35,"value":1140},"The mistake most token teams make is building a deck that explains their protocol. Investors do not need the protocol explained in the deck; they need a reason to book the call where you explain it. This guide covers what belongs on each slide, what belongs in the data room instead, and the token-specific slides that separate a crypto deck from a standard startup deck.",{"type":29,"tag":53,"props":1142,"children":1144},{"id":1143},"what-a-crypto-pitch-deck-has-to-do-that-an-equity-deck-does-not",[1145],{"type":35,"value":1146},"What a Crypto Pitch Deck Has to Do That an Equity Deck Does Not",{"type":29,"tag":37,"props":1148,"children":1149},{},[1150,1152,1158],{"type":35,"value":1151},"A SaaS deck sells a business. A token deck sells a business ",{"type":29,"tag":1153,"props":1154,"children":1155},"em",{},[1156],{"type":35,"value":1157},"and",{"type":35,"value":1159}," a liquid instrument that will trade publicly, often before the business is proven. That adds three obligations no equity deck carries:",{"type":29,"tag":75,"props":1161,"children":1162},{},[1163,1173,1183],{"type":29,"tag":79,"props":1164,"children":1165},{},[1166,1171],{"type":29,"tag":83,"props":1167,"children":1168},{},[1169],{"type":35,"value":1170},"You must justify the token's existence.",{"type":35,"value":1172}," The first silent question in any crypto investor's head is whether this needs a token at all. If your answer is governance plus fee discounts, you have not answered it.",{"type":29,"tag":79,"props":1174,"children":1175},{},[1176,1181],{"type":29,"tag":83,"props":1177,"children":1178},{},[1179],{"type":35,"value":1180},"You must show the supply schedule.",{"type":35,"value":1182}," An equity investor cares about dilution over years. A token investor cares about who else can sell, at what date, in what size — because that supply lands on the same order book as their position.",{"type":29,"tag":79,"props":1184,"children":1185},{},[1186,1191],{"type":29,"tag":83,"props":1187,"children":1188},{},[1189],{"type":35,"value":1190},"You must be credible about liquidity.",{"type":35,"value":1192}," A token with no listing path and no liquidity plan is an illiquid asset priced like a liquid one. 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At Fibonacci Capital we are usually brought into these conversations at TGE, and the constraints we inherit were set months earlier in exactly these slides.",{"type":29,"tag":53,"props":1814,"children":1816},{"id":1815},"before-you-send-it",[1817],{"type":35,"value":1818},"Before You Send It",{"type":29,"tag":37,"props":1820,"children":1821},{},[1822],{"type":35,"value":1823},"Run the deck past this check:",{"type":29,"tag":75,"props":1825,"children":1827},{"className":1826},[990],[1828,1837,1846,1855,1864,1873,1882,1891,1900,1909,1918],{"type":29,"tag":79,"props":1829,"children":1831},{"className":1830},[995],[1832,1835],{"type":29,"tag":998,"props":1833,"children":1834},{"disabled":1000,"type":1001},[],{"type":35,"value":1836}," Twelve to fifteen slides, appendix separate",{"type":29,"tag":79,"props":1838,"children":1840},{"className":1839},[995],[1841,1844],{"type":29,"tag":998,"props":1842,"children":1843},{"disabled":1000,"type":1001},[],{"type":35,"value":1845}," A stranger reading only slides 1–3 can explain what you do",{"type":29,"tag":79,"props":1847,"children":1849},{"className":1848},[995],[1850,1853],{"type":29,"tag":998,"props":1851,"children":1852},{"disabled":1000,"type":1001},[],{"type":35,"value":1854}," Every statistic has a source or is removed",{"type":29,"tag":79,"props":1856,"children":1858},{"className":1857},[995],[1859,1862],{"type":29,"tag":998,"props":1860,"children":1861},{"disabled":1000,"type":1001},[],{"type":35,"value":1863}," Traction includes at least one number you would rather not show",{"type":29,"tag":79,"props":1865,"children":1867},{"className":1866},[995],[1868,1871],{"type":29,"tag":998,"props":1869,"children":1870},{"disabled":1000,"type":1001},[],{"type":35,"value":1872}," Token utility answers \"why not a stablecoin\" explicitly",{"type":29,"tag":79,"props":1874,"children":1876},{"className":1875},[995],[1877,1880],{"type":29,"tag":998,"props":1878,"children":1879},{"disabled":1000,"type":1001},[],{"type":35,"value":1881}," Float at listing and FDV both stated",{"type":29,"tag":79,"props":1883,"children":1885},{"className":1884},[995],[1886,1889],{"type":29,"tag":998,"props":1887,"children":1888},{"disabled":1000,"type":1001},[],{"type":35,"value":1890}," Vesting and cliff terms disclosed in the deck",{"type":29,"tag":79,"props":1892,"children":1894},{"className":1893},[995],[1895,1898],{"type":29,"tag":998,"props":1896,"children":1897},{"disabled":1000,"type":1001},[],{"type":35,"value":1899}," Use of funds mapped to three or four named milestones",{"type":29,"tag":79,"props":1901,"children":1903},{"className":1902},[995],[1904,1907],{"type":29,"tag":998,"props":1905,"children":1906},{"disabled":1000,"type":1001},[],{"type":35,"value":1908}," Liquidity and listing path addressed in at least one slide",{"type":29,"tag":79,"props":1910,"children":1912},{"className":1911},[995],[1913,1916],{"type":29,"tag":998,"props":1914,"children":1915},{"disabled":1000,"type":1001},[],{"type":35,"value":1917}," Data room live and populated before the first send",{"type":29,"tag":79,"props":1919,"children":1921},{"className":1920},[995],[1922,1925],{"type":29,"tag":998,"props":1923,"children":1924},{"disabled":1000,"type":1001},[],{"type":35,"value":1926}," PDF under 10MB, named clearly, opens correctly on a phone",{"type":29,"tag":37,"props":1928,"children":1929},{},[1930],{"type":35,"value":1931},"A crypto pitch deck is not a description of your protocol. It is an argument that a specific problem is worth solving, that you are the group to solve it, that the token is load-bearing rather than ornamental, and that the instrument being sold will trade in a market designed rather than improvised. Decks that make that argument in twelve slides get second meetings. Decks that explain consensus mechanisms on slide four do not.",{"type":29,"tag":37,"props":1933,"children":1934},{},[1935,1937,1942],{"type":35,"value":1936},"If you are raising now and want to understand how your float, unlock schedule and listing plan will translate into actual market depth at TGE, ",{"type":29,"tag":799,"props":1938,"children":1939},{"href":1086},[1940],{"type":35,"value":1941},"get in touch with Fibonacci Capital",{"type":35,"value":1091},{"title":7,"searchDepth":339,"depth":339,"links":1944},[1945,1946,1947,1952,1953,1954,1955],{"id":1143,"depth":339,"text":1146},{"id":1200,"depth":339,"text":1203},{"id":1459,"depth":339,"text":1462,"children":1948},[1949,1950,1951],{"id":1465,"depth":345,"text":1468},{"id":1486,"depth":345,"text":1489},{"id":1571,"depth":345,"text":1574},{"id":1622,"depth":339,"text":1625},{"id":1687,"depth":339,"text":1690},{"id":1766,"depth":339,"text":1769},{"id":1815,"depth":339,"text":1818},"content:blog:crypto-vc-pitch-deck-guide.md","blog/crypto-vc-pitch-deck-guide.md","blog/crypto-vc-pitch-deck-guide",{"_path":962,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":1960,"description":1961,"date":1962,"author":11,"category":12,"tags":1963,"keywords":1966,"image":1972,"readTime":24,"body":1973,"_type":359,"_id":2556,"_source":361,"_file":2557,"_stem":2558,"_extension":364},"Private Token Sale: How Private Rounds, Discounts and Terms Work","How a private token sale works: round structure, discounts versus public price, vesting terms, the token purchase agreement, and how to price a private round.","2026-09-07",[372,16,1964,1965],"private sale","tokenomics",[1967,1968,1969,1970,1971],"private token sale","private token sale discounts","private sale vs pre-sale token","how does a private token pre-sale work","token purchase agreement private sale","/assets/images/blog/private-token-sale-guide.jpg",{"type":26,"children":1974,"toc":2547},[1975,1980,1985,1991,1996,2049,2054,2060,2065,2233,2244,2250,2255,2260,2303,2308,2314,2319,2336,2346,2356,2366,2376,2386,2404,2410,2415,2509,2521,2527,2532,2537],{"type":29,"tag":37,"props":1976,"children":1977},{},[1978],{"type":35,"value":1979},"A private token sale is a round in which a project sells tokens — or the right to receive tokens later — to a selected group of investors before any public sale or listing, at a price below the intended public price and in exchange for a lock-up. It is negotiated privately, documented in a token purchase agreement or a SAFT-style instrument, and priced against a valuation the buyer is willing to defend. Everything that makes it different from a public raise follows from those three features: selection, discount, and vesting.",{"type":29,"tag":37,"props":1981,"children":1982},{},[1983],{"type":35,"value":1984},"Most first-time teams get the mechanics roughly right and the terms badly wrong. They negotiate the headline valuation hard, concede on vesting because it feels secondary, and discover at listing that they sold a large share of supply to buyers whose tokens unlock faster than the market can absorb. This guide covers how private rounds are structured, how to think about the discount, which terms actually matter, and how to decide whether you need a private round at all.",{"type":29,"tag":53,"props":1986,"children":1988},{"id":1987},"how-a-private-token-sale-works",[1989],{"type":35,"value":1990},"How a Private Token Sale Works",{"type":29,"tag":37,"props":1992,"children":1993},{},[1994],{"type":35,"value":1995},"The sequence is consistent across most raises, whatever the labels used:",{"type":29,"tag":1501,"props":1997,"children":1998},{},[1999,2009,2019,2029,2039],{"type":29,"tag":79,"props":2000,"children":2001},{},[2002,2007],{"type":29,"tag":83,"props":2003,"children":2004},{},[2005],{"type":35,"value":2006},"You set a valuation and an allocation.",{"type":35,"value":2008}," How much of total supply is being sold, at what implied fully diluted valuation, and how much capital that raises.",{"type":29,"tag":79,"props":2010,"children":2011},{},[2012,2017],{"type":29,"tag":83,"props":2013,"children":2014},{},[2015],{"type":35,"value":2016},"You approach a shortlist of investors.",{"type":35,"value":2018}," Funds, strategic partners, exchanges' investment arms, angels. Private means selected, not advertised — a broadly marketed \"private sale\" is a public offering with a different name, which matters for your legal position.",{"type":29,"tag":79,"props":2020,"children":2021},{},[2022,2027],{"type":29,"tag":83,"props":2023,"children":2024},{},[2025],{"type":35,"value":2026},"You agree terms per investor or per tranche.",{"type":35,"value":2028}," Price, allocation size, cliff, vesting schedule, and any rights attached — advisory commitments, information rights, transfer restrictions.",{"type":29,"tag":79,"props":2030,"children":2031},{},[2032,2037],{"type":29,"tag":83,"props":2033,"children":2034},{},[2035],{"type":35,"value":2036},"You sign a token purchase agreement.",{"type":35,"value":2038}," Funds are transferred; tokens are not, because there usually is no token yet. What the investor holds is a contractual right to receive tokens at or after the generation event.",{"type":29,"tag":79,"props":2040,"children":2041},{},[2042,2047],{"type":29,"tag":83,"props":2043,"children":2044},{},[2045],{"type":35,"value":2046},"Tokens are delivered at TGE and released on schedule.",{"type":35,"value":2048}," The delivery mechanism — vesting contract, exchange-held escrow, manual distribution — should be decided before signing, not after.",{"type":29,"tag":37,"props":2050,"children":2051},{},[2052],{"type":35,"value":2053},"Two structural points are worth being precise about. First, in most private rounds the investor is not buying a live asset; they are buying a claim. That is why the instrument matters more than the price. Second, the round is priced off a valuation that has no market to check it against. The public market will price your token later, and it will not feel bound by what your private investors paid.",{"type":29,"tag":137,"props":2055,"children":2057},{"id":2056},"private-sale-vs-pre-sale-vs-public-sale",[2058],{"type":35,"value":2059},"Private Sale vs Pre-Sale vs Public Sale",{"type":29,"tag":37,"props":2061,"children":2062},{},[2063],{"type":35,"value":2064},"The terms are used loosely and inconsistently across the industry. What distinguishes rounds in practice is who can participate, at what price, and with what lock-up.",{"type":29,"tag":586,"props":2066,"children":2067},{},[2068,2092],{"type":29,"tag":590,"props":2069,"children":2070},{},[2071],{"type":29,"tag":594,"props":2072,"children":2073},{},[2074,2077,2082,2087],{"type":29,"tag":598,"props":2075,"children":2076},{},[],{"type":29,"tag":598,"props":2078,"children":2079},{},[2080],{"type":35,"value":2081},"Private round",{"type":29,"tag":598,"props":2083,"children":2084},{},[2085],{"type":35,"value":2086},"Pre-sale / community round",{"type":29,"tag":598,"props":2088,"children":2089},{},[2090],{"type":35,"value":2091},"Public sale",{"type":29,"tag":612,"props":2093,"children":2094},{},[2095,2118,2141,2164,2187,2210],{"type":29,"tag":594,"props":2096,"children":2097},{},[2098,2103,2108,2113],{"type":29,"tag":619,"props":2099,"children":2100},{},[2101],{"type":35,"value":2102},"Who participates",{"type":29,"tag":619,"props":2104,"children":2105},{},[2106],{"type":35,"value":2107},"Selected investors, invited directly",{"type":29,"tag":619,"props":2109,"children":2110},{},[2111],{"type":35,"value":2112},"Whitelisted community, launchpad tiers, sometimes KYC-gated",{"type":29,"tag":619,"props":2114,"children":2115},{},[2116],{"type":35,"value":2117},"Open participation, usually via a launchpad or exchange",{"type":29,"tag":594,"props":2119,"children":2120},{},[2121,2126,2131,2136],{"type":29,"tag":619,"props":2122,"children":2123},{},[2124],{"type":35,"value":2125},"Typical ticket",{"type":29,"tag":619,"props":2127,"children":2128},{},[2129],{"type":35,"value":2130},"Large; negotiated individually",{"type":29,"tag":619,"props":2132,"children":2133},{},[2134],{"type":35,"value":2135},"Small to mid; capped per wallet",{"type":29,"tag":619,"props":2137,"children":2138},{},[2139],{"type":35,"value":2140},"Small; capped per participant",{"type":29,"tag":594,"props":2142,"children":2143},{},[2144,2149,2154,2159],{"type":29,"tag":619,"props":2145,"children":2146},{},[2147],{"type":35,"value":2148},"Price",{"type":29,"tag":619,"props":2150,"children":2151},{},[2152],{"type":35,"value":2153},"Lowest of the three",{"type":29,"tag":619,"props":2155,"children":2156},{},[2157],{"type":35,"value":2158},"Between private and public",{"type":29,"tag":619,"props":2160,"children":2161},{},[2162],{"type":35,"value":2163},"Reference price for listing",{"type":29,"tag":594,"props":2165,"children":2166},{},[2167,2172,2177,2182],{"type":29,"tag":619,"props":2168,"children":2169},{},[2170],{"type":35,"value":2171},"Vesting",{"type":29,"tag":619,"props":2173,"children":2174},{},[2175],{"type":35,"value":2176},"Longest cliff and vest",{"type":29,"tag":619,"props":2178,"children":2179},{},[2180],{"type":35,"value":2181},"Shorter, often partial unlock at TGE",{"type":29,"tag":619,"props":2183,"children":2184},{},[2185],{"type":35,"value":2186},"Often fully or largely unlocked at TGE",{"type":29,"tag":594,"props":2188,"children":2189},{},[2190,2195,2200,2205],{"type":29,"tag":619,"props":2191,"children":2192},{},[2193],{"type":35,"value":2194},"Documentation",{"type":29,"tag":619,"props":2196,"children":2197},{},[2198],{"type":35,"value":2199},"Negotiated purchase agreement per investor",{"type":29,"tag":619,"props":2201,"children":2202},{},[2203],{"type":35,"value":2204},"Standard terms, take it or leave it",{"type":29,"tag":619,"props":2206,"children":2207},{},[2208],{"type":35,"value":2209},"Platform terms",{"type":29,"tag":594,"props":2211,"children":2212},{},[2213,2218,2223,2228],{"type":29,"tag":619,"props":2214,"children":2215},{},[2216],{"type":35,"value":2217},"What you are really buying",{"type":29,"tag":619,"props":2219,"children":2220},{},[2221],{"type":35,"value":2222},"Capital plus, ideally, a relationship",{"type":29,"tag":619,"props":2224,"children":2225},{},[2226],{"type":35,"value":2227},"Distribution and early holders",{"type":29,"tag":619,"props":2229,"children":2230},{},[2231],{"type":35,"value":2232},"Price discovery and float",{"type":29,"tag":37,"props":2234,"children":2235},{},[2236,2238,2242],{"type":35,"value":2237},"The useful question is not \"which of these is a private sale\" but \"what am I giving up, and what am I getting\". Capital from a fund that will introduce you to exchanges and support the next round is worth a deeper discount than the same capital from a buyer who will sell into your first unlock. Our ",{"type":29,"tag":799,"props":2239,"children":2240},{"href":975},[2241],{"type":35,"value":978},{"type":35,"value":2243}," covers how the rounds fit together across a full raise.",{"type":29,"tag":53,"props":2245,"children":2247},{"id":2246},"private-token-sale-discounts-how-to-think-about-the-number",[2248],{"type":35,"value":2249},"Private Token Sale Discounts: How to Think About the Number",{"type":29,"tag":37,"props":2251,"children":2252},{},[2253],{"type":35,"value":2254},"Investors expect a discount to the public price because they take risk the public does not: they commit before the product, the listing, and the market exist, and they accept a lock-up that removes their ability to exit. The discount is compensation for time and illiquidity, not a courtesy.",{"type":29,"tag":37,"props":2256,"children":2257},{},[2258],{"type":35,"value":2259},"There is no standard percentage, and any figure quoted as an industry norm should be treated as marketing rather than data. What you can reason about is the structure of the trade-off:",{"type":29,"tag":75,"props":2261,"children":2262},{},[2263,2273,2283,2293],{"type":29,"tag":79,"props":2264,"children":2265},{},[2266,2271],{"type":29,"tag":83,"props":2267,"children":2268},{},[2269],{"type":35,"value":2270},"The discount and the lock-up are one negotiation, not two.",{"type":35,"value":2272}," A deeper discount with a longer cliff and slower vest can be better for the project than a shallower discount that unlocks quickly. Price is what you concede on paper; vesting is what determines whether the concession hurts.",{"type":29,"tag":79,"props":2274,"children":2275},{},[2276,2281],{"type":29,"tag":83,"props":2277,"children":2278},{},[2279],{"type":35,"value":2280},"Discounts compound across rounds.",{"type":35,"value":2282}," If your private round sits well below your pre-sale, which sits well below the public price, you have built a stack of holders each of whom is profitable at a price the next group paid. That is a chart with structural sell pressure written into it before trading begins.",{"type":29,"tag":79,"props":2284,"children":2285},{},[2286,2291],{"type":29,"tag":83,"props":2287,"children":2288},{},[2289],{"type":35,"value":2290},"A very deep discount is a signal.",{"type":35,"value":2292}," It tells later investors that early money did not believe the valuation, and it tells the market where the real floor is. Deep discounts are sometimes necessary; they are rarely free.",{"type":29,"tag":79,"props":2294,"children":2295},{},[2296,2301],{"type":29,"tag":83,"props":2297,"children":2298},{},[2299],{"type":35,"value":2300},"The public price is a decision, not a fact.",{"type":35,"value":2302}," Teams often anchor discounts to a listing price they have not justified. Work in the other direction: decide what valuation you can defend at listing given comparable projects and your actual traction, then price the private round below it.",{"type":29,"tag":37,"props":2304,"children":2305},{},[2306],{"type":35,"value":2307},"The practical test: model your token's fully diluted valuation at listing, then model what each investor group's position is worth at that price, and when they can act on it. If the answer is that a large share of supply is deeply in profit and unlockable in the first months, the discounts are too deep or the vesting is too short, whatever the headline valuation says.",{"type":29,"tag":53,"props":2309,"children":2311},{"id":2310},"terms-that-matter-more-than-price",[2312],{"type":35,"value":2313},"Terms That Matter More Than Price",{"type":29,"tag":37,"props":2315,"children":2316},{},[2317],{"type":35,"value":2318},"Once you have a valuation both sides can live with, the remaining terms decide how the round behaves after launch.",{"type":29,"tag":37,"props":2320,"children":2321},{},[2322,2327,2329,2334],{"type":29,"tag":83,"props":2323,"children":2324},{},[2325],{"type":35,"value":2326},"Cliff and vesting schedule.",{"type":35,"value":2328}," The single most consequential term. A cliff delays any release; the vest determines the rate afterwards. Linear vesting spreads sell pressure predictably; large periodic tranches concentrate it on known dates. ",{"type":29,"tag":799,"props":2330,"children":2331},{"href":801},[2332],{"type":35,"value":2333},"Token vesting schedules explained",{"type":35,"value":2335}," covers the trade-offs in detail, and the schedule you agree here will appear directly in your unlock calendar.",{"type":29,"tag":37,"props":2337,"children":2338},{},[2339,2344],{"type":29,"tag":83,"props":2340,"children":2341},{},[2342],{"type":35,"value":2343},"TGE unlock percentage.",{"type":35,"value":2345}," How much of the allocation is liquid on day one. Small numbers here are worth conceding elsewhere to obtain. Every percentage point of early supply is a claim on your opening order book.",{"type":29,"tag":37,"props":2347,"children":2348},{},[2349,2354],{"type":29,"tag":83,"props":2350,"children":2351},{},[2352],{"type":35,"value":2353},"Transfer restrictions.",{"type":35,"value":2355}," Whether the investor can sell or assign their claim before delivery. Without restrictions, your carefully selected cap table can change hands entirely before your token exists, and you may not know who holds it.",{"type":29,"tag":37,"props":2357,"children":2358},{},[2359,2364],{"type":29,"tag":83,"props":2360,"children":2361},{},[2362],{"type":35,"value":2363},"Most favoured nation clauses.",{"type":35,"value":2365}," If a later investor gets better terms, earlier investors get them too. Reasonable in isolation, dangerous in aggregate — an MFN granted early can retroactively reprice a whole round when you concede on one term in a difficult later negotiation.",{"type":29,"tag":37,"props":2367,"children":2368},{},[2369,2374],{"type":29,"tag":83,"props":2370,"children":2371},{},[2372],{"type":35,"value":2373},"Delivery mechanics.",{"type":35,"value":2375}," Which contract releases the tokens, who controls it, and what happens if the TGE is delayed or the launch structure changes. Ambiguity here becomes a dispute at the worst possible moment.",{"type":29,"tag":37,"props":2377,"children":2378},{},[2379,2384],{"type":29,"tag":83,"props":2380,"children":2381},{},[2382],{"type":35,"value":2383},"Information and reporting rights.",{"type":35,"value":2385}," What you commit to reporting, how often, and to whom. Cheap to grant, and worth granting to investors who will actually read it.",{"type":29,"tag":37,"props":2387,"children":2388},{},[2389,2394,2396,2402],{"type":29,"tag":83,"props":2390,"children":2391},{},[2392],{"type":35,"value":2393},"Jurisdiction and securities analysis.",{"type":35,"value":2395}," Whether the instrument is a security in the relevant jurisdictions, who may participate, and what disclosure is required. This is legal work, not a template exercise, and it should be done before you circulate terms rather than after. Our overview of ",{"type":29,"tag":799,"props":2397,"children":2399},{"href":2398},"/blog/token-launch-legal-considerations",[2400],{"type":35,"value":2401},"token launch legal considerations",{"type":35,"value":2403}," sets out the questions to bring to counsel.",{"type":29,"tag":53,"props":2405,"children":2407},{"id":2406},"a-private-round-checklist",[2408],{"type":35,"value":2409},"A Private Round Checklist",{"type":29,"tag":37,"props":2411,"children":2412},{},[2413],{"type":35,"value":2414},"Before you open a private token sale:",{"type":29,"tag":75,"props":2416,"children":2418},{"className":2417},[990],[2419,2428,2437,2446,2455,2464,2473,2482,2491,2500],{"type":29,"tag":79,"props":2420,"children":2422},{"className":2421},[995],[2423,2426],{"type":29,"tag":998,"props":2424,"children":2425},{"disabled":1000,"type":1001},[],{"type":35,"value":2427}," Total supply, allocation per round, and fully diluted valuation modelled and internally agreed",{"type":29,"tag":79,"props":2429,"children":2431},{"className":2430},[995],[2432,2435],{"type":29,"tag":998,"props":2433,"children":2434},{"disabled":1000,"type":1001},[],{"type":35,"value":2436}," Defensible listing valuation established first, with private pricing derived from it",{"type":29,"tag":79,"props":2438,"children":2440},{"className":2439},[995],[2441,2444],{"type":29,"tag":998,"props":2442,"children":2443},{"disabled":1000,"type":1001},[],{"type":35,"value":2445}," Cliff, vesting schedule and TGE unlock decided as project policy before negotiations start",{"type":29,"tag":79,"props":2447,"children":2449},{"className":2448},[995],[2450,2453],{"type":29,"tag":998,"props":2451,"children":2452},{"disabled":1000,"type":1001},[],{"type":35,"value":2454}," Cumulative unlock calendar modelled across all rounds, month by month",{"type":29,"tag":79,"props":2456,"children":2458},{"className":2457},[995],[2459,2462],{"type":29,"tag":998,"props":2460,"children":2461},{"disabled":1000,"type":1001},[],{"type":35,"value":2463}," Counsel engaged on the instrument and on participation restrictions by jurisdiction",{"type":29,"tag":79,"props":2465,"children":2467},{"className":2466},[995],[2468,2471],{"type":29,"tag":998,"props":2469,"children":2470},{"disabled":1000,"type":1001},[],{"type":35,"value":2472}," Investor diligence done in both directions — what does this buyer do after unlock",{"type":29,"tag":79,"props":2474,"children":2476},{"className":2475},[995],[2477,2480],{"type":29,"tag":998,"props":2478,"children":2479},{"disabled":1000,"type":1001},[],{"type":35,"value":2481}," Transfer restrictions and MFN terms reviewed for aggregate effect, not case by case",{"type":29,"tag":79,"props":2483,"children":2485},{"className":2484},[995],[2486,2489],{"type":29,"tag":998,"props":2487,"children":2488},{"disabled":1000,"type":1001},[],{"type":35,"value":2490}," Delivery and vesting mechanism chosen, with contracts audited before TGE",{"type":29,"tag":79,"props":2492,"children":2494},{"className":2493},[995],[2495,2498],{"type":29,"tag":998,"props":2496,"children":2497},{"disabled":1000,"type":1001},[],{"type":35,"value":2499}," Cap table and unlock schedule prepared for disclosure to exchanges and later investors",{"type":29,"tag":79,"props":2501,"children":2503},{"className":2502},[995],[2504,2507],{"type":29,"tag":998,"props":2505,"children":2506},{"disabled":1000,"type":1001},[],{"type":35,"value":2508}," Liquidity plan sized against the supply that becomes tradable in the first months",{"type":29,"tag":37,"props":2510,"children":2511},{},[2512,2514,2520],{"type":35,"value":2513},"That last line is where private round terms meet market reality. Investors who bought at a discount become sellers at some point; the question is whether the book on the other side can absorb them. If a round's first unlock releases supply worth several times your resting depth, the price will reflect that regardless of how the round was priced. Sizing this properly is covered in ",{"type":29,"tag":799,"props":2515,"children":2517},{"href":2516},"/blog/how-much-liquidity-does-a-token-need-at-launch",[2518],{"type":35,"value":2519},"how much liquidity a token needs at launch",{"type":35,"value":1091},{"type":29,"tag":53,"props":2522,"children":2524},{"id":2523},"do-you-actually-need-a-private-round",[2525],{"type":35,"value":2526},"Do You Actually Need a Private Round?",{"type":29,"tag":37,"props":2528,"children":2529},{},[2530],{"type":35,"value":2531},"Not every project does. A private round makes sense when you need capital before you can generate revenue, when a specific investor brings something beyond money, or when you need a credible cap table to reach exchanges and launchpads. It makes less sense when you are raising simply because raising is what projects do — in that case you are selling supply cheaply, adding future sell pressure, and taking on reporting obligations for capital you may not need.",{"type":29,"tag":37,"props":2533,"children":2534},{},[2535],{"type":35,"value":2536},"If you do raise privately, the discipline that matters is treating the round's terms as launch-day inputs rather than fundraising details. Every allocation, cliff and unlock you sign becomes supply arriving into a market you will have to support. At Fibonacci Capital we work with token teams on that end of the problem — modelling what agreed vesting schedules mean for the order book, and providing the market making that keeps a token tradable as private allocations unlock.",{"type":29,"tag":37,"props":2538,"children":2539},{},[2540,2542,2546],{"type":35,"value":2541},"If you are structuring a private round and want the unlock and liquidity implications modelled before you sign, ",{"type":29,"tag":799,"props":2543,"children":2544},{"href":1086},[2545],{"type":35,"value":1941},{"type":35,"value":1091},{"title":7,"searchDepth":339,"depth":339,"links":2548},[2549,2552,2553,2554,2555],{"id":1987,"depth":339,"text":1990,"children":2550},[2551],{"id":2056,"depth":345,"text":2059},{"id":2246,"depth":339,"text":2249},{"id":2310,"depth":339,"text":2313},{"id":2406,"depth":339,"text":2409},{"id":2523,"depth":339,"text":2526},"content:blog:private-token-sale-guide.md","blog/private-token-sale-guide.md","blog/private-token-sale-guide",1790817376560]