[{"data":1,"prerenderedAt":2585},["ShallowReactive",2],{"blog-token-unlocks-managing-sell-pressure":3,"related-token-unlocks-managing-sell-pressure":397},{"_path":4,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":8,"description":9,"date":10,"category":11,"readTime":12,"author":13,"tags":14,"keywords":20,"image":21,"body":22,"_type":391,"_id":392,"_source":393,"_file":394,"_stem":395,"_extension":396},"/blog/token-unlocks-managing-sell-pressure","blog",false,"","Token Unlocks: How to Manage Sell Pressure and Protect Your Price","Learn how token unlocks create sell pressure, how to read an unlock schedule, and the strategies projects use to absorb supply shocks without crashing the price.","2026-06-12","Token Launches","9 min read","Fibonacci Capital",[15,16,17,18,19],"token unlocks","tokenomics","sell pressure","vesting","market making","token unlocks, crypto token unlock schedule, managing sell pressure, token unlock sell pressure, cliff unlock crypto, token supply shock, Fibonacci Capital","/assets/images/blog/token-unlocks-managing-sell-pressure.jpg",{"type":23,"children":24,"toc":369},"root",[25,34,40,45,50,56,76,97,103,108,115,120,126,131,137,149,155,160,166,171,224,229,235,240,246,251,257,262,268,281,287,292,298,303,309,314,348,353,359,364],{"type":26,"tag":27,"props":28,"children":30},"element","h2",{"id":29},"what-are-token-unlocks",[31],{"type":32,"value":33},"text","What Are Token Unlocks?",{"type":26,"tag":35,"props":36,"children":37},"p",{},[38],{"type":32,"value":39},"Token unlocks are the scheduled moments when previously restricted tokens become transferable and tradable. When a project raises capital or rewards a team, those tokens are almost never handed over all at once. Instead they sit behind a vesting contract that releases them gradually — and each release is an unlock. The day a tranche unlocks, holders who were locked out can suddenly sell, and that new supply hits the market whether or not there is demand to absorb it.",{"type":26,"tag":35,"props":41,"children":42},{},[43],{"type":32,"value":44},"This is one of the most underestimated risks in a token's life. A project can nail its launch, build a real product, and still watch its price collapse 40% in a week because a large team or investor allocation unlocked into a thin order book. Understanding how token unlocks work — and planning for the sell pressure they create — is the difference between a controlled supply expansion and a self-inflicted crash.",{"type":26,"tag":35,"props":46,"children":47},{},[48],{"type":32,"value":49},"This article covers how to read an unlock schedule, why unlocks move price, and the practical strategies projects use to manage the impact.",{"type":26,"tag":27,"props":51,"children":53},{"id":52},"how-token-unlocks-differ-from-vesting",[54],{"type":32,"value":55},"How Token Unlocks Differ From Vesting",{"type":26,"tag":35,"props":57,"children":58},{},[59,61,67,69,74],{"type":32,"value":60},"People use \"vesting\" and \"unlocks\" interchangeably, but they describe two sides of the same mechanism. Vesting is the ",{"type":26,"tag":62,"props":63,"children":64},"em",{},[65],{"type":32,"value":66},"rule",{"type":32,"value":68}," — the schedule that determines who earns the right to tokens and when. An unlock is the ",{"type":26,"tag":62,"props":70,"children":71},{},[72],{"type":32,"value":73},"event",{"type":32,"value":75}," — the specific moment tokens actually become liquid and sellable.",{"type":26,"tag":35,"props":77,"children":78},{},[79,81,88,90,95],{"type":32,"value":80},"A vesting schedule might say a seed investor's allocation vests linearly over 24 months after a 12-month cliff. The unlocks are the discrete points where tokens from that schedule become available: the big cliff unlock at month 12, then the smaller monthly releases that follow. If you want the design philosophy behind these schedules, our guide on ",{"type":26,"tag":82,"props":83,"children":85},"a",{"href":84},"/blog/token-vesting-schedules-explained",[86],{"type":32,"value":87},"token vesting schedules",{"type":32,"value":89}," covers how to structure them. This article is about what happens ",{"type":26,"tag":62,"props":91,"children":92},{},[93],{"type":32,"value":94},"when those tokens hit the market",{"type":32,"value":96},".",{"type":26,"tag":27,"props":98,"children":100},{"id":99},"why-token-unlocks-create-sell-pressure",[101],{"type":32,"value":102},"Why Token Unlocks Create Sell Pressure",{"type":26,"tag":35,"props":104,"children":105},{},[106],{"type":32,"value":107},"Not every unlocked token gets sold — but enough do, and the market prices in the risk regardless. There are a few structural reasons unlocks reliably create downward pressure.",{"type":26,"tag":109,"props":110,"children":112},"h3",{"id":111},"cost-basis-and-profit-taking",[113],{"type":32,"value":114},"Cost basis and profit-taking",{"type":26,"tag":35,"props":116,"children":117},{},[118],{"type":32,"value":119},"Early investors and team members usually have a cost basis far below the current market price. A seed investor who paid $0.02 for a token now trading at $0.40 is sitting on a 20x. When their tokens unlock, the rational move for many is to take at least partial profit. Even a fund that believes in the project long-term will often sell a portion to return capital to its own LPs.",{"type":26,"tag":109,"props":121,"children":123},{"id":122},"cliff-unlocks-concentrate-supply",[124],{"type":32,"value":125},"Cliff unlocks concentrate supply",{"type":26,"tag":35,"props":127,"children":128},{},[129],{"type":32,"value":130},"A cliff unlock releases a large block of tokens at a single point in time rather than spreading them out. A 12-month cliff that releases 8% of total supply in one day is a supply shock — the market has to absorb in 24 hours what a linear schedule would have spread across months. Cliffs are the single most dangerous unlock structure for price stability.",{"type":26,"tag":109,"props":132,"children":134},{"id":133},"anticipatory-selling",[135],{"type":32,"value":136},"Anticipatory selling",{"type":26,"tag":35,"props":138,"children":139},{},[140,142,147],{"type":32,"value":141},"Markets are forward-looking. Traders who know an unlock is coming will often sell ",{"type":26,"tag":62,"props":143,"children":144},{},[145],{"type":32,"value":146},"before",{"type":32,"value":148}," the event to front-run the expected dump, then buy back lower. This means the price impact frequently begins days before the tokens actually unlock. The unlock date is published on-chain and tracked by sites like Tokenomist and CryptoRank, so there is no element of surprise — the whole market sees it coming.",{"type":26,"tag":109,"props":150,"children":152},{"id":151},"thin-liquidity-amplifies-everything",[153],{"type":32,"value":154},"Thin liquidity amplifies everything",{"type":26,"tag":35,"props":156,"children":157},{},[158],{"type":32,"value":159},"The same unlock that barely moves a deep, liquid market can devastate a thin one. If your token has $200,000 of depth within 2% of the mid price and an unlock dumps $1 million of supply into it, the price has nowhere to go but down. This is where the relationship between unlocks and order book depth becomes critical — and why liquidity provisioning matters so much around unlock events.",{"type":26,"tag":27,"props":161,"children":163},{"id":162},"how-to-read-a-token-unlock-schedule",[164],{"type":32,"value":165},"How to Read a Token Unlock Schedule",{"type":26,"tag":35,"props":167,"children":168},{},[169],{"type":32,"value":170},"Before you can manage unlocks, you need to quantify them. For each upcoming unlock, work out four numbers:",{"type":26,"tag":172,"props":173,"children":174},"ol",{},[175,194,204,214],{"type":26,"tag":176,"props":177,"children":178},"li",{},[179,185,187,192],{"type":26,"tag":180,"props":181,"children":182},"strong",{},[183],{"type":32,"value":184},"Unlock size as a percentage of circulating supply.",{"type":32,"value":186}," A 2% increase in circulating supply is routine; a 30% increase is a potential cliff event. The percentage relative to ",{"type":26,"tag":62,"props":188,"children":189},{},[190],{"type":32,"value":191},"circulating",{"type":32,"value":193}," supply matters more than the percentage of total supply, because it tells you how much the tradable float is changing.",{"type":26,"tag":176,"props":195,"children":196},{},[197,202],{"type":26,"tag":180,"props":198,"children":199},{},[200],{"type":32,"value":201},"Unlock value in dollars.",{"type":32,"value":203}," Multiply the unlocked token count by the current price. This is the theoretical maximum sell pressure. You will rarely see 100% of it sell, but it sets the upper bound.",{"type":26,"tag":176,"props":205,"children":206},{},[207,212],{"type":26,"tag":180,"props":208,"children":209},{},[210],{"type":32,"value":211},"Holder category.",{"type":32,"value":213}," Team, advisor, seed, private, public, ecosystem, and liquidity allocations behave very differently. Insider allocations (team, early investors) tend to produce more selling than ecosystem or treasury allocations that are earmarked for operations.",{"type":26,"tag":176,"props":215,"children":216},{},[217,222],{"type":26,"tag":180,"props":218,"children":219},{},[220],{"type":32,"value":221},"Ratio of unlock value to daily volume.",{"type":32,"value":223}," This is the single most useful metric. If an unlock releases $5 million of tokens into a market doing $500,000 of daily volume, that is ten days of average volume arriving at once — a serious problem. If the same unlock hits a market doing $20 million a day, it is a non-event.",{"type":26,"tag":35,"props":225,"children":226},{},[227],{"type":32,"value":228},"That last ratio — unlock value divided by daily trading volume — is the number to obsess over. It tells you whether your market can digest the supply or whether it will choke on it.",{"type":26,"tag":27,"props":230,"children":232},{"id":231},"strategies-to-manage-token-unlock-sell-pressure",[233],{"type":32,"value":234},"Strategies to Manage Token Unlock Sell Pressure",{"type":26,"tag":35,"props":236,"children":237},{},[238],{"type":32,"value":239},"Managing unlocks is partly a design problem you solve before launch and partly an execution problem you solve as each unlock approaches.",{"type":26,"tag":109,"props":241,"children":243},{"id":242},"design-out-the-cliffs",[244],{"type":32,"value":245},"Design out the cliffs",{"type":26,"tag":35,"props":247,"children":248},{},[249],{"type":32,"value":250},"The cleanest fix is structural: avoid large cliff unlocks in favor of linear or stepped daily vesting. A linear unlock that drips tokens every day or every block gives the market a continuous, predictable supply it can absorb without shocks. Many newer projects have moved to per-block linear vesting specifically to eliminate the cliff problem. If you are still pre-launch, this is the highest-leverage decision you can make.",{"type":26,"tag":109,"props":252,"children":254},{"id":253},"build-liquidity-ahead-of-the-unlock",[255],{"type":32,"value":256},"Build liquidity ahead of the unlock",{"type":26,"tag":35,"props":258,"children":259},{},[260],{"type":32,"value":261},"If the problem is that the order book is too thin to absorb the supply, the solution is to deepen it before the unlock arrives. This is precisely what professional market making is for. A market maker quoting tight, two-sided markets with real depth gives unlocked supply somewhere to go other than straight through your support levels. The goal is not to prevent selling — it is to ensure the market can clear that selling without a disorderly collapse. Deep, resilient order book depth is the shock absorber for any unlock event.",{"type":26,"tag":109,"props":263,"children":265},{"id":264},"stagger-and-communicate",[266],{"type":32,"value":267},"Stagger and communicate",{"type":26,"tag":35,"props":269,"children":270},{},[271,273,279],{"type":32,"value":272},"Coordinate with large holders where you can. Some projects work with major investors to spread their selling over time rather than dumping a full allocation on day one — through structured OTC arrangements or simple agreements to sell in tranches. Routing large investor sells through an ",{"type":26,"tag":82,"props":274,"children":276},{"href":275},"/blog/what-is-otc-crypto-trading",[277],{"type":32,"value":278},"OTC desk",{"type":32,"value":280}," keeps that supply off the public order book entirely, so it never touches your visible price. Transparent communication also helps: a published, predictable schedule lets the market price the unlock in advance rather than reacting in panic.",{"type":26,"tag":109,"props":282,"children":284},{"id":283},"pair-unlocks-with-demand-events",[285],{"type":32,"value":286},"Pair unlocks with demand events",{"type":26,"tag":35,"props":288,"children":289},{},[290],{"type":32,"value":291},"Where possible, time meaningful catalysts — a product launch, an exchange listing, a major partnership — near significant unlocks. New demand entering the market gives the additional supply something to meet. This is not about manipulation; it is about not unlocking a large tranche into a vacuum when you have a real catalyst you could align it with.",{"type":26,"tag":109,"props":293,"children":295},{"id":294},"monitor-the-on-chain-reality",[296],{"type":32,"value":297},"Monitor the on-chain reality",{"type":26,"tag":35,"props":299,"children":300},{},[301],{"type":32,"value":302},"After each unlock, watch where the tokens actually go. Do they move to exchange deposit addresses (a sell signal) or stay in wallets (a hold signal)? On-chain monitoring tells you whether your assumptions about a given holder category were right, so you can recalibrate for the next unlock. An investor cohort that held through one unlock may behave very differently at the next.",{"type":26,"tag":27,"props":304,"children":306},{"id":305},"a-simple-unlock-risk-framework",[307],{"type":32,"value":308},"A Simple Unlock Risk Framework",{"type":26,"tag":35,"props":310,"children":311},{},[312],{"type":32,"value":313},"Pull it together into a repeatable process. For every upcoming unlock, score it on three axes:",{"type":26,"tag":315,"props":316,"children":317},"ul",{},[318,328,338],{"type":26,"tag":176,"props":319,"children":320},{},[321,326],{"type":26,"tag":180,"props":322,"children":323},{},[324],{"type":32,"value":325},"Magnitude:",{"type":32,"value":327}," unlock value as a multiple of daily volume. Above ~5x daily volume, treat it as high risk.",{"type":26,"tag":176,"props":329,"children":330},{},[331,336],{"type":26,"tag":180,"props":332,"children":333},{},[334],{"type":32,"value":335},"Holder type:",{"type":32,"value":337}," insider and early-investor allocations score higher risk than treasury or ecosystem allocations.",{"type":26,"tag":176,"props":339,"children":340},{},[341,346],{"type":26,"tag":180,"props":342,"children":343},{},[344],{"type":32,"value":345},"Market conditions:",{"type":32,"value":347}," the same unlock is far more dangerous in a falling market than a rising one.",{"type":26,"tag":35,"props":349,"children":350},{},[351],{"type":32,"value":352},"A high score on all three — a large insider cliff unlocking into a weak market on a thin book — is the textbook recipe for a 30%+ drawdown. Identifying that combination weeks in advance gives you time to deepen liquidity, arrange OTC offloading, or align a catalyst. Identifying it the day before gives you nothing.",{"type":26,"tag":27,"props":354,"children":356},{"id":355},"how-fibonacci-capital-helps-around-unlocks",[357],{"type":32,"value":358},"How Fibonacci Capital Helps Around Unlocks",{"type":26,"tag":35,"props":360,"children":361},{},[362],{"type":32,"value":363},"Token unlocks are where tokenomics design meets live market reality, and they are one of the most common reasons a fundamentally sound project sees its price unravel. At Fibonacci Capital, we work with token projects to model unlock-driven sell pressure ahead of time and to provide the order book depth that lets markets absorb new supply without disorderly moves. That means tight two-sided quoting around unlock dates, liquidity calibrated to the size of each tranche, and OTC execution for large holders who need to exit without crossing the public book.",{"type":26,"tag":35,"props":365,"children":366},{},[367],{"type":32,"value":368},"The projects that survive their unlock schedule are not the ones with no selling — every token has unlocks, and some selling is inevitable. They are the ones that planned for the supply, built the liquidity to meet it, and treated each unlock as a known event to manage rather than a surprise to survive. If you have a major unlock approaching and a market that is not deep enough to handle it, the time to act is well before the tokens hit the book.",{"title":7,"searchDepth":370,"depth":370,"links":371},2,[372,373,374,381,382,389,390],{"id":29,"depth":370,"text":33},{"id":52,"depth":370,"text":55},{"id":99,"depth":370,"text":102,"children":375},[376,378,379,380],{"id":111,"depth":377,"text":114},3,{"id":122,"depth":377,"text":125},{"id":133,"depth":377,"text":136},{"id":151,"depth":377,"text":154},{"id":162,"depth":370,"text":165},{"id":231,"depth":370,"text":234,"children":383},[384,385,386,387,388],{"id":242,"depth":377,"text":245},{"id":253,"depth":377,"text":256},{"id":264,"depth":377,"text":267},{"id":283,"depth":377,"text":286},{"id":294,"depth":377,"text":297},{"id":305,"depth":370,"text":308},{"id":355,"depth":370,"text":358},"markdown","content:blog:token-unlocks-managing-sell-pressure.md","content","blog/token-unlocks-managing-sell-pressure.md","blog/token-unlocks-managing-sell-pressure","md",[398,1143,1986],{"_path":399,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":400,"description":401,"date":402,"author":13,"category":11,"tags":403,"keywords":408,"image":413,"readTime":12,"body":414,"_type":391,"_id":1140,"_source":393,"_file":1141,"_stem":1142,"_extension":396},"/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",[404,405,406,407],"fundraising","saft","token warrant","crypto vc",[409,406,410,411,412],"saft vs token warrant","saft agreement","safe with token warrant","crypto fundraising instruments","/assets/images/blog/saft-vs-token-warrant.jpg",{"type":23,"children":415,"toc":1120},[416,421,426,432,437,442,485,490,496,519,525,530,534,577,582,588,611,617,792,798,803,809,814,819,825,836,842,847,853,858,864,869,875,885,895,905,915,925,931,936,997,1010,1016,1097,1103,1108],{"type":26,"tag":35,"props":417,"children":418},{},[419],{"type":32,"value":420},"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":26,"tag":35,"props":422,"children":423},{},[424],{"type":32,"value":425},"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":26,"tag":27,"props":427,"children":429},{"id":428},"how-a-saft-works",[430],{"type":32,"value":431},"How a SAFT Works",{"type":26,"tag":35,"props":433,"children":434},{},[435],{"type":32,"value":436},"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":26,"tag":35,"props":438,"children":439},{},[440],{"type":32,"value":441},"The key features:",{"type":26,"tag":315,"props":443,"children":444},{},[445,455,465,475],{"type":26,"tag":176,"props":446,"children":447},{},[448,453],{"type":26,"tag":180,"props":449,"children":450},{},[451],{"type":32,"value":452},"Cash for tokens, not shares.",{"type":32,"value":454}," The investor has no claim on the company's equity, profits or other assets. Their upside is entirely the token.",{"type":26,"tag":176,"props":456,"children":457},{},[458,463],{"type":26,"tag":180,"props":459,"children":460},{},[461],{"type":32,"value":462},"Price fixed up front.",{"type":32,"value":464}," The SAFT sets a token price, or a valuation that converts into one, at signing.",{"type":26,"tag":176,"props":466,"children":467},{},[468,473],{"type":26,"tag":180,"props":469,"children":470},{},[471],{"type":32,"value":472},"Delivery tied to a trigger.",{"type":32,"value":474}," 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":26,"tag":176,"props":476,"children":477},{},[478,483],{"type":26,"tag":180,"props":479,"children":480},{},[481],{"type":32,"value":482},"Typically issued by the token entity.",{"type":32,"value":484}," SAFTs are often signed by a foundation or other non-equity entity that will issue the token, rather than by the operating company.",{"type":26,"tag":35,"props":486,"children":487},{},[488],{"type":32,"value":489},"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":26,"tag":109,"props":491,"children":493},{"id":492},"when-a-saft-fits",[494],{"type":32,"value":495},"When a SAFT fits",{"type":26,"tag":315,"props":497,"children":498},{},[499,504,509,514],{"type":26,"tag":176,"props":500,"children":501},{},[502],{"type":32,"value":503},"The project is a protocol or network whose value accrues mainly to the token.",{"type":26,"tag":176,"props":505,"children":506},{},[507],{"type":32,"value":508},"There is no meaningful business or revenue outside the token economy.",{"type":26,"tag":176,"props":510,"children":511},{},[512],{"type":32,"value":513},"You already have a token design and a credible launch timeline.",{"type":26,"tag":176,"props":515,"children":516},{},[517],{"type":32,"value":518},"Your investors are token-focused funds or strategic buyers who want direct token exposure.",{"type":26,"tag":27,"props":520,"children":522},{"id":521},"how-a-token-warrant-works",[523],{"type":32,"value":524},"How a Token Warrant Works",{"type":26,"tag":35,"props":526,"children":527},{},[528],{"type":32,"value":529},"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":26,"tag":35,"props":531,"children":532},{},[533],{"type":32,"value":441},{"type":26,"tag":315,"props":535,"children":536},{},[537,547,557,567],{"type":26,"tag":176,"props":538,"children":539},{},[540,545],{"type":26,"tag":180,"props":541,"children":542},{},[543],{"type":32,"value":544},"Equity first.",{"type":32,"value":546}," The investor's main position is equity in the company. The warrant is the side bet on a token.",{"type":26,"tag":176,"props":548,"children":549},{},[550,555],{"type":26,"tag":180,"props":551,"children":552},{},[553],{"type":32,"value":554},"Little or no additional payment.",{"type":32,"value":556}," The warrant exercise price is usually nominal. The investor has effectively paid for it through the equity investment.",{"type":26,"tag":176,"props":558,"children":559},{},[560,565],{"type":26,"tag":180,"props":561,"children":562},{},[563],{"type":32,"value":564},"Allocation defined as a share of a pool.",{"type":32,"value":566}," 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":26,"tag":176,"props":568,"children":569},{},[570,575],{"type":26,"tag":180,"props":571,"children":572},{},[573],{"type":32,"value":574},"Issuance is not guaranteed.",{"type":32,"value":576}," If the company never launches a token, the warrant simply never pays out and the investor still holds equity.",{"type":26,"tag":35,"props":578,"children":579},{},[580],{"type":32,"value":581},"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":26,"tag":109,"props":583,"children":585},{"id":584},"when-a-token-warrant-fits",[586],{"type":32,"value":587},"When a token warrant fits",{"type":26,"tag":315,"props":589,"children":590},{},[591,596,601,606],{"type":26,"tag":176,"props":592,"children":593},{},[594],{"type":32,"value":595},"The company has value that does not depend on a token: software, fees, IP, a team others would acquire.",{"type":26,"tag":176,"props":597,"children":598},{},[599],{"type":32,"value":600},"A token is likely but its design, timing or jurisdiction is still open.",{"type":26,"tag":176,"props":602,"children":603},{},[604],{"type":32,"value":605},"You want investors from outside crypto, or generalist funds, who are set up to hold equity.",{"type":26,"tag":176,"props":607,"children":608},{},[609],{"type":32,"value":610},"You expect to raise a later priced equity round and want a clean cap table story.",{"type":26,"tag":27,"props":612,"children":614},{"id":613},"saft-vs-token-warrant-side-by-side",[615],{"type":32,"value":616},"SAFT vs Token Warrant: Side-by-Side",{"type":26,"tag":618,"props":619,"children":620},"table",{},[621,643],{"type":26,"tag":622,"props":623,"children":624},"thead",{},[625],{"type":26,"tag":626,"props":627,"children":628},"tr",{},[629,633,638],{"type":26,"tag":630,"props":631,"children":632},"th",{},[],{"type":26,"tag":630,"props":634,"children":635},{},[636],{"type":32,"value":637},"SAFT",{"type":26,"tag":630,"props":639,"children":640},{},[641],{"type":32,"value":642},"SAFE + Token Warrant",{"type":26,"tag":644,"props":645,"children":646},"tbody",{},[647,666,684,702,720,738,756,774],{"type":26,"tag":626,"props":648,"children":649},{},[650,656,661],{"type":26,"tag":651,"props":652,"children":653},"td",{},[654],{"type":32,"value":655},"What the investor buys",{"type":26,"tag":651,"props":657,"children":658},{},[659],{"type":32,"value":660},"Future tokens",{"type":26,"tag":651,"props":662,"children":663},{},[664],{"type":32,"value":665},"Equity, plus a right to future tokens",{"type":26,"tag":626,"props":667,"children":668},{},[669,674,679],{"type":26,"tag":651,"props":670,"children":671},{},[672],{"type":32,"value":673},"Issuing entity",{"type":26,"tag":651,"props":675,"children":676},{},[677],{"type":32,"value":678},"Usually the token issuer (often a foundation)",{"type":26,"tag":651,"props":680,"children":681},{},[682],{"type":32,"value":683},"Usually the operating company",{"type":26,"tag":626,"props":685,"children":686},{},[687,692,697],{"type":26,"tag":651,"props":688,"children":689},{},[690],{"type":32,"value":691},"Price setting",{"type":26,"tag":651,"props":693,"children":694},{},[695],{"type":32,"value":696},"Token price or token valuation at signing",{"type":26,"tag":651,"props":698,"children":699},{},[700],{"type":32,"value":701},"Equity valuation cap; token share set as a percentage of a pool",{"type":26,"tag":626,"props":703,"children":704},{},[705,710,715],{"type":26,"tag":651,"props":706,"children":707},{},[708],{"type":32,"value":709},"If no token launches",{"type":26,"tag":651,"props":711,"children":712},{},[713],{"type":32,"value":714},"Investor may lose most of the investment",{"type":26,"tag":651,"props":716,"children":717},{},[718],{"type":32,"value":719},"Investor still holds equity",{"type":26,"tag":626,"props":721,"children":722},{},[723,728,733],{"type":26,"tag":651,"props":724,"children":725},{},[726],{"type":32,"value":727},"Founder flexibility on token",{"type":26,"tag":651,"props":729,"children":730},{},[731],{"type":32,"value":732},"Low — commitment is to deliver tokens",{"type":26,"tag":651,"props":734,"children":735},{},[736],{"type":32,"value":737},"High — token design and timing can stay open",{"type":26,"tag":626,"props":739,"children":740},{},[741,746,751],{"type":26,"tag":651,"props":742,"children":743},{},[744],{"type":32,"value":745},"Investor fit",{"type":26,"tag":651,"props":747,"children":748},{},[749],{"type":32,"value":750},"Token-native funds, strategics",{"type":26,"tag":651,"props":752,"children":753},{},[754],{"type":32,"value":755},"Crypto VCs, generalist VCs, angels",{"type":26,"tag":626,"props":757,"children":758},{},[759,764,769],{"type":26,"tag":651,"props":760,"children":761},{},[762],{"type":32,"value":763},"Complexity at TGE",{"type":26,"tag":651,"props":765,"children":766},{},[767],{"type":32,"value":768},"Deliver tokens per contract",{"type":26,"tag":651,"props":770,"children":771},{},[772],{"type":32,"value":773},"Map warrant holders to allocation, coordinate across entities",{"type":26,"tag":626,"props":775,"children":776},{},[777,782,787],{"type":26,"tag":651,"props":778,"children":779},{},[780],{"type":32,"value":781},"Typical stage",{"type":26,"tag":651,"props":783,"children":784},{},[785],{"type":32,"value":786},"Seed to strategic, token design mature",{"type":26,"tag":651,"props":788,"children":789},{},[790],{"type":32,"value":791},"Pre-seed and seed, product-first teams",{"type":26,"tag":27,"props":793,"children":795},{"id":794},"the-terms-that-actually-matter",[796],{"type":32,"value":797},"The Terms That Actually Matter",{"type":26,"tag":35,"props":799,"children":800},{},[801],{"type":32,"value":802},"Choosing the instrument is the first decision. The terms inside it decide whether the raise helps or hurts you at TGE.",{"type":26,"tag":109,"props":804,"children":806},{"id":805},"token-allocation-for-investors",[807],{"type":32,"value":808},"Token allocation for investors",{"type":26,"tag":35,"props":810,"children":811},{},[812],{"type":32,"value":813},"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":26,"tag":35,"props":815,"children":816},{},[817],{"type":32,"value":818},"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":26,"tag":109,"props":820,"children":822},{"id":821},"lock-ups-and-vesting",[823],{"type":32,"value":824},"Lock-ups and vesting",{"type":26,"tag":35,"props":826,"children":827},{},[828,830,834],{"type":32,"value":829},"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":26,"tag":82,"props":831,"children":832},{"href":84},[833],{"type":32,"value":87},{"type":32,"value":835}," explains how cliffs and linear release interact with circulating supply.",{"type":26,"tag":109,"props":837,"children":839},{"id":838},"entity-structure",[840],{"type":32,"value":841},"Entity structure",{"type":26,"tag":35,"props":843,"children":844},{},[845],{"type":32,"value":846},"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":26,"tag":109,"props":848,"children":850},{"id":849},"most-favoured-nation-and-side-letters",[851],{"type":32,"value":852},"Most-favoured-nation and side letters",{"type":26,"tag":35,"props":854,"children":855},{},[856],{"type":32,"value":857},"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":26,"tag":109,"props":859,"children":861},{"id":860},"what-happens-without-a-token",[862],{"type":32,"value":863},"What happens without a token",{"type":26,"tag":35,"props":865,"children":866},{},[867],{"type":32,"value":868},"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":26,"tag":27,"props":870,"children":872},{"id":871},"five-mistakes-founders-make-choosing-between-them",[873],{"type":32,"value":874},"Five Mistakes Founders Make Choosing Between Them",{"type":26,"tag":35,"props":876,"children":877},{},[878,883],{"type":26,"tag":180,"props":879,"children":880},{},[881],{"type":32,"value":882},"1. Choosing on what the last project did.",{"type":32,"value":884}," 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":26,"tag":35,"props":886,"children":887},{},[888,893],{"type":26,"tag":180,"props":889,"children":890},{},[891],{"type":32,"value":892},"2. Selling SAFTs before the token design is settled.",{"type":32,"value":894}," 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":26,"tag":35,"props":896,"children":897},{},[898,903],{"type":26,"tag":180,"props":899,"children":900},{},[901],{"type":32,"value":902},"3. Leaving the warrant pool undefined.",{"type":32,"value":904}," \"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":26,"tag":35,"props":906,"children":907},{},[908,913],{"type":26,"tag":180,"props":909,"children":910},{},[911],{"type":32,"value":912},"4. Mixing instruments without a map.",{"type":32,"value":914}," 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":26,"tag":35,"props":916,"children":917},{},[918,923],{"type":26,"tag":180,"props":919,"children":920},{},[921],{"type":32,"value":922},"5. Ignoring how the raise shows up in the market.",{"type":32,"value":924}," 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":26,"tag":27,"props":926,"children":928},{"id":927},"which-should-you-pick",[929],{"type":32,"value":930},"Which Should You Pick?",{"type":26,"tag":35,"props":932,"children":933},{},[934],{"type":32,"value":935},"A simple decision framework:",{"type":26,"tag":315,"props":937,"children":938},{},[939,949,959,969,979],{"type":26,"tag":176,"props":940,"children":941},{},[942,947],{"type":26,"tag":180,"props":943,"children":944},{},[945],{"type":32,"value":946},"The company would still be worth something without a token.",{"type":32,"value":948}," Use a SAFE plus token warrant.",{"type":26,"tag":176,"props":950,"children":951},{},[952,957],{"type":26,"tag":180,"props":953,"children":954},{},[955],{"type":32,"value":956},"The token is the whole value proposition and its design is mature.",{"type":32,"value":958}," A SAFT is reasonable, with counsel's sign-off on jurisdiction.",{"type":26,"tag":176,"props":960,"children":961},{},[962,967],{"type":26,"tag":180,"props":963,"children":964},{},[965],{"type":32,"value":966},"You are unsure whether or when a token will launch.",{"type":32,"value":968}," Use a warrant. Do not sell a SAFT for something you may not deliver.",{"type":26,"tag":176,"props":970,"children":971},{},[972,977],{"type":26,"tag":180,"props":973,"children":974},{},[975],{"type":32,"value":976},"You are raising from a mix of equity and token investors.",{"type":32,"value":978}," 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":26,"tag":176,"props":980,"children":981},{},[982,987,989,995],{"type":26,"tag":180,"props":983,"children":984},{},[985],{"type":32,"value":986},"You are close to TGE and selling to strategics.",{"type":32,"value":988}," Direct token purchase agreements or SAFTs are common here. See our ",{"type":26,"tag":82,"props":990,"children":992},{"href":991},"/blog/private-token-sale-guide",[993],{"type":32,"value":994},"private token sale guide",{"type":32,"value":996}," for how those rounds are priced and documented.",{"type":26,"tag":35,"props":998,"children":999},{},[1000,1002,1008],{"type":32,"value":1001},"For a wider view of rounds, instruments and investor types, our ",{"type":26,"tag":82,"props":1003,"children":1005},{"href":1004},"/blog/crypto-fundraising-guide-for-token-projects",[1006],{"type":32,"value":1007},"crypto fundraising guide for token projects",{"type":32,"value":1009}," puts SAFTs and warrants alongside equity, launchpads and public sales.",{"type":26,"tag":27,"props":1011,"children":1013},{"id":1012},"pre-signing-checklist",[1014],{"type":32,"value":1015},"Pre-Signing Checklist",{"type":26,"tag":315,"props":1017,"children":1020},{"className":1018},[1019],"contains-task-list",[1021,1034,1043,1052,1061,1070,1079,1088],{"type":26,"tag":176,"props":1022,"children":1025},{"className":1023},[1024],"task-list-item",[1026,1032],{"type":26,"tag":1027,"props":1028,"children":1031},"input",{"disabled":1029,"type":1030},true,"checkbox",[],{"type":32,"value":1033}," Counsel has confirmed the instrument suits your jurisdiction and entity structure",{"type":26,"tag":176,"props":1035,"children":1037},{"className":1036},[1024],[1038,1041],{"type":26,"tag":1027,"props":1039,"children":1040},{"disabled":1029,"type":1030},[],{"type":32,"value":1042}," Token-issuing entity is identified, and the warrant has a delivery mechanism from it",{"type":26,"tag":176,"props":1044,"children":1046},{"className":1045},[1024],[1047,1050],{"type":26,"tag":1027,"props":1048,"children":1049},{"disabled":1029,"type":1030},[],{"type":32,"value":1051}," Investor token pool is defined as a percentage of total supply",{"type":26,"tag":176,"props":1053,"children":1055},{"className":1054},[1024],[1056,1059],{"type":26,"tag":1027,"props":1057,"children":1058},{"disabled":1029,"type":1030},[],{"type":32,"value":1060}," Lock-up and vesting terms are set, or have agreed minimums and maximums",{"type":26,"tag":176,"props":1062,"children":1064},{"className":1063},[1024],[1065,1068],{"type":26,"tag":1027,"props":1066,"children":1067},{"disabled":1029,"type":1030},[],{"type":32,"value":1069}," Long-stop date and failed-launch terms are written into any SAFT",{"type":26,"tag":176,"props":1071,"children":1073},{"className":1072},[1024],[1074,1077],{"type":26,"tag":1027,"props":1075,"children":1076},{"disabled":1029,"type":1030},[],{"type":32,"value":1078}," MFN clauses and side letters are logged in one register",{"type":26,"tag":176,"props":1080,"children":1082},{"className":1081},[1024],[1083,1086],{"type":26,"tag":1027,"props":1084,"children":1085},{"disabled":1029,"type":1030},[],{"type":32,"value":1087}," A cap table covers equity, warrants, SAFTs and token purchase agreements together",{"type":26,"tag":176,"props":1089,"children":1091},{"className":1090},[1024],[1092,1095],{"type":26,"tag":1027,"props":1093,"children":1094},{"disabled":1029,"type":1030},[],{"type":32,"value":1096}," Unlock schedule is modelled against planned circulating supply at TGE",{"type":26,"tag":27,"props":1098,"children":1100},{"id":1099},"from-fundraising-terms-to-launch-day-liquidity",[1101],{"type":32,"value":1102},"From Fundraising Terms to Launch-Day Liquidity",{"type":26,"tag":35,"props":1104,"children":1105},{},[1106],{"type":32,"value":1107},"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":26,"tag":35,"props":1109,"children":1110},{},[1111,1113,1119],{"type":32,"value":1112},"If you are structuring a raise and want to understand how those terms will translate into market depth and liquidity at launch, ",{"type":26,"tag":82,"props":1114,"children":1116},{"href":1115},"/pretge",[1117],{"type":32,"value":1118},"talk to Fibonacci Capital about launch support",{"type":32,"value":96},{"title":7,"searchDepth":370,"depth":370,"links":1121},[1122,1125,1128,1129,1136,1137,1138,1139],{"id":428,"depth":370,"text":431,"children":1123},[1124],{"id":492,"depth":377,"text":495},{"id":521,"depth":370,"text":524,"children":1126},[1127],{"id":584,"depth":377,"text":587},{"id":613,"depth":370,"text":616},{"id":794,"depth":370,"text":797,"children":1130},[1131,1132,1133,1134,1135],{"id":805,"depth":377,"text":808},{"id":821,"depth":377,"text":824},{"id":838,"depth":377,"text":841},{"id":849,"depth":377,"text":852},{"id":860,"depth":377,"text":863},{"id":871,"depth":370,"text":874},{"id":927,"depth":370,"text":930},{"id":1012,"depth":370,"text":1015},{"id":1099,"depth":370,"text":1102},"content:blog:saft-vs-token-warrant.md","blog/saft-vs-token-warrant.md","blog/saft-vs-token-warrant",{"_path":1144,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":1145,"description":1146,"date":1147,"author":13,"category":11,"tags":1148,"keywords":1151,"image":1157,"readTime":12,"body":1158,"_type":391,"_id":1983,"_source":393,"_file":1984,"_stem":1985,"_extension":396},"/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",[407,404,1149,1150],"pitch deck","token launch",[1152,1153,1154,1155,1156],"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":23,"children":1159,"toc":1970},[1160,1165,1170,1176,1188,1221,1226,1232,1237,1480,1485,1491,1497,1502,1507,1512,1518,1523,1528,1571,1591,1596,1602,1607,1635,1647,1653,1658,1701,1712,1718,1791,1797,1802,1807,1835,1840,1846,1851,1954,1959],{"type":26,"tag":35,"props":1161,"children":1162},{},[1163],{"type":32,"value":1164},"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":26,"tag":35,"props":1166,"children":1167},{},[1168],{"type":32,"value":1169},"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":26,"tag":27,"props":1171,"children":1173},{"id":1172},"what-a-crypto-pitch-deck-has-to-do-that-an-equity-deck-does-not",[1174],{"type":32,"value":1175},"What a Crypto Pitch Deck Has to Do That an Equity Deck Does Not",{"type":26,"tag":35,"props":1177,"children":1178},{},[1179,1181,1186],{"type":32,"value":1180},"A SaaS deck sells a business. A token deck sells a business ",{"type":26,"tag":62,"props":1182,"children":1183},{},[1184],{"type":32,"value":1185},"and",{"type":32,"value":1187}," a liquid instrument that will trade publicly, often before the business is proven. That adds three obligations no equity deck carries:",{"type":26,"tag":315,"props":1189,"children":1190},{},[1191,1201,1211],{"type":26,"tag":176,"props":1192,"children":1193},{},[1194,1199],{"type":26,"tag":180,"props":1195,"children":1196},{},[1197],{"type":32,"value":1198},"You must justify the token's existence.",{"type":32,"value":1200}," 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":26,"tag":176,"props":1202,"children":1203},{},[1204,1209],{"type":26,"tag":180,"props":1205,"children":1206},{},[1207],{"type":32,"value":1208},"You must show the supply schedule.",{"type":32,"value":1210}," 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":26,"tag":176,"props":1212,"children":1213},{},[1214,1219],{"type":26,"tag":180,"props":1215,"children":1216},{},[1217],{"type":32,"value":1218},"You must be credible about liquidity.",{"type":32,"value":1220}," A token with no listing path and no liquidity plan is an illiquid asset priced like a liquid one. Sophisticated investors discount for that even when they do not say so.",{"type":26,"tag":35,"props":1222,"children":1223},{},[1224],{"type":32,"value":1225},"If your deck addresses those three and nothing else changes, it will already outperform most of what lands in a crypto fund's inbox.",{"type":26,"tag":27,"props":1227,"children":1229},{"id":1228},"the-slide-by-slide-structure",[1230],{"type":32,"value":1231},"The Slide-by-Slide Structure",{"type":26,"tag":35,"props":1233,"children":1234},{},[1235],{"type":32,"value":1236},"Twelve slides is the working target. Fifteen is the ceiling. Below that you look thin; above it you look like you cannot prioritise.",{"type":26,"tag":618,"props":1238,"children":1239},{},[1240,1261],{"type":26,"tag":622,"props":1241,"children":1242},{},[1243],{"type":26,"tag":626,"props":1244,"children":1245},{},[1246,1251,1256],{"type":26,"tag":630,"props":1247,"children":1248},{},[1249],{"type":32,"value":1250},"#",{"type":26,"tag":630,"props":1252,"children":1253},{},[1254],{"type":32,"value":1255},"Slide",{"type":26,"tag":630,"props":1257,"children":1258},{},[1259],{"type":32,"value":1260},"What it must accomplish",{"type":26,"tag":644,"props":1262,"children":1263},{},[1264,1282,1300,1318,1336,1354,1372,1390,1408,1426,1444,1462],{"type":26,"tag":626,"props":1265,"children":1266},{},[1267,1272,1277],{"type":26,"tag":651,"props":1268,"children":1269},{},[1270],{"type":32,"value":1271},"1",{"type":26,"tag":651,"props":1273,"children":1274},{},[1275],{"type":32,"value":1276},"Title and one-line positioning",{"type":26,"tag":651,"props":1278,"children":1279},{},[1280],{"type":32,"value":1281},"A reader who stops here can describe you accurately to a colleague",{"type":26,"tag":626,"props":1283,"children":1284},{},[1285,1290,1295],{"type":26,"tag":651,"props":1286,"children":1287},{},[1288],{"type":32,"value":1289},"2",{"type":26,"tag":651,"props":1291,"children":1292},{},[1293],{"type":32,"value":1294},"Problem",{"type":26,"tag":651,"props":1296,"children":1297},{},[1298],{"type":32,"value":1299},"A specific, current, expensive problem — not a market trend",{"type":26,"tag":626,"props":1301,"children":1302},{},[1303,1308,1313],{"type":26,"tag":651,"props":1304,"children":1305},{},[1306],{"type":32,"value":1307},"3",{"type":26,"tag":651,"props":1309,"children":1310},{},[1311],{"type":32,"value":1312},"Solution",{"type":26,"tag":651,"props":1314,"children":1315},{},[1316],{"type":32,"value":1317},"What you built, in plain terms, without architecture",{"type":26,"tag":626,"props":1319,"children":1320},{},[1321,1326,1331],{"type":26,"tag":651,"props":1322,"children":1323},{},[1324],{"type":32,"value":1325},"4",{"type":26,"tag":651,"props":1327,"children":1328},{},[1329],{"type":32,"value":1330},"Why now",{"type":26,"tag":651,"props":1332,"children":1333},{},[1334],{"type":32,"value":1335},"What changed technically, regulatorily or economically that makes this possible today",{"type":26,"tag":626,"props":1337,"children":1338},{},[1339,1344,1349],{"type":26,"tag":651,"props":1340,"children":1341},{},[1342],{"type":32,"value":1343},"5",{"type":26,"tag":651,"props":1345,"children":1346},{},[1347],{"type":32,"value":1348},"Product",{"type":26,"tag":651,"props":1350,"children":1351},{},[1352],{"type":32,"value":1353},"Screenshots or live metrics, not mockups",{"type":26,"tag":626,"props":1355,"children":1356},{},[1357,1362,1367],{"type":26,"tag":651,"props":1358,"children":1359},{},[1360],{"type":32,"value":1361},"6",{"type":26,"tag":651,"props":1363,"children":1364},{},[1365],{"type":32,"value":1366},"Traction",{"type":26,"tag":651,"props":1368,"children":1369},{},[1370],{"type":32,"value":1371},"Whatever is real: users, volume, TVL, revenue, integrations",{"type":26,"tag":626,"props":1373,"children":1374},{},[1375,1380,1385],{"type":26,"tag":651,"props":1376,"children":1377},{},[1378],{"type":32,"value":1379},"7",{"type":26,"tag":651,"props":1381,"children":1382},{},[1383],{"type":32,"value":1384},"Market",{"type":26,"tag":651,"props":1386,"children":1387},{},[1388],{"type":32,"value":1389},"Bottom-up sizing with your assumptions shown",{"type":26,"tag":626,"props":1391,"children":1392},{},[1393,1398,1403],{"type":26,"tag":651,"props":1394,"children":1395},{},[1396],{"type":32,"value":1397},"8",{"type":26,"tag":651,"props":1399,"children":1400},{},[1401],{"type":32,"value":1402},"Business model",{"type":26,"tag":651,"props":1404,"children":1405},{},[1406],{"type":32,"value":1407},"How value accrues, and to whom",{"type":26,"tag":626,"props":1409,"children":1410},{},[1411,1416,1421],{"type":26,"tag":651,"props":1412,"children":1413},{},[1414],{"type":32,"value":1415},"9",{"type":26,"tag":651,"props":1417,"children":1418},{},[1419],{"type":32,"value":1420},"Token design",{"type":26,"tag":651,"props":1422,"children":1423},{},[1424],{"type":32,"value":1425},"Utility, demand drivers, supply and float",{"type":26,"tag":626,"props":1427,"children":1428},{},[1429,1434,1439],{"type":26,"tag":651,"props":1430,"children":1431},{},[1432],{"type":32,"value":1433},"10",{"type":26,"tag":651,"props":1435,"children":1436},{},[1437],{"type":32,"value":1438},"Competition",{"type":26,"tag":651,"props":1440,"children":1441},{},[1442],{"type":32,"value":1443},"Honest positioning against real alternatives",{"type":26,"tag":626,"props":1445,"children":1446},{},[1447,1452,1457],{"type":26,"tag":651,"props":1448,"children":1449},{},[1450],{"type":32,"value":1451},"11",{"type":26,"tag":651,"props":1453,"children":1454},{},[1455],{"type":32,"value":1456},"Team",{"type":26,"tag":651,"props":1458,"children":1459},{},[1460],{"type":32,"value":1461},"Why this specific group",{"type":26,"tag":626,"props":1463,"children":1464},{},[1465,1470,1475],{"type":26,"tag":651,"props":1466,"children":1467},{},[1468],{"type":32,"value":1469},"12",{"type":26,"tag":651,"props":1471,"children":1472},{},[1473],{"type":32,"value":1474},"Round and use of funds",{"type":26,"tag":651,"props":1476,"children":1477},{},[1478],{"type":32,"value":1479},"Amount, instrument, terms, milestones the money buys",{"type":26,"tag":35,"props":1481,"children":1482},{},[1483],{"type":32,"value":1484},"Roadmap, go-to-market detail, partnership logos and technical architecture go in the appendix. Investors who want them will reach them; investors who do not will not be slowed down.",{"type":26,"tag":27,"props":1486,"children":1488},{"id":1487},"the-slides-that-actually-decide-the-outcome",[1489],{"type":32,"value":1490},"The Slides That Actually Decide the Outcome",{"type":26,"tag":109,"props":1492,"children":1494},{"id":1493},"traction-show-the-number-you-would-not-want-shown",[1495],{"type":32,"value":1496},"Traction: Show the Number You Would Not Want Shown",{"type":26,"tag":35,"props":1498,"children":1499},{},[1500],{"type":32,"value":1501},"Crypto traction slides are the easiest place to lose a sophisticated investor, because crypto has more vanity metrics than any other sector. Anyone running a fund has seen incentivised TVL that evaporated, wallet counts inflated by airdrop farmers, and volume that was mostly the team's own market-making loop.",{"type":26,"tag":35,"props":1503,"children":1504},{},[1505],{"type":32,"value":1506},"The way to be believed is to show the metric you are least comfortable with alongside the one you like. Retained users after incentives stopped. Volume excluding the top three wallets. Revenue net of emissions. A team that volunteers the unflattering cut reads as honest, and honesty on this slide buys you credibility on every slide after it.",{"type":26,"tag":35,"props":1508,"children":1509},{},[1510],{"type":32,"value":1511},"If your traction is genuinely early, say so and show direction instead of absolute numbers. Early is normal. Overstated is fatal.",{"type":26,"tag":109,"props":1513,"children":1515},{"id":1514},"token-design-the-slide-most-decks-get-wrong",[1516],{"type":32,"value":1517},"Token Design: The Slide Most Decks Get Wrong",{"type":26,"tag":35,"props":1519,"children":1520},{},[1521],{"type":32,"value":1522},"This is where crypto decks fail most often, usually by presenting a pie chart and calling it tokenomics. A pie chart shows allocation. Investors care about demand and float.",{"type":26,"tag":35,"props":1524,"children":1525},{},[1526],{"type":32,"value":1527},"The token slide needs to answer four questions in about six lines:",{"type":26,"tag":172,"props":1529,"children":1530},{},[1531,1541,1551,1561],{"type":26,"tag":176,"props":1532,"children":1533},{},[1534,1539],{"type":26,"tag":180,"props":1535,"children":1536},{},[1537],{"type":32,"value":1538},"What does the token do",{"type":32,"value":1540}," that could not be done with a stablecoin or an equity instrument?",{"type":26,"tag":176,"props":1542,"children":1543},{},[1544,1549],{"type":26,"tag":180,"props":1545,"children":1546},{},[1547],{"type":32,"value":1548},"What creates persistent demand",{"type":32,"value":1550}," for it beyond speculation and emissions?",{"type":26,"tag":176,"props":1552,"children":1553},{},[1554,1559],{"type":26,"tag":180,"props":1555,"children":1556},{},[1557],{"type":32,"value":1558},"What is the float at listing",{"type":32,"value":1560},", and what is the schedule over the following twenty-four months?",{"type":26,"tag":176,"props":1562,"children":1563},{},[1564,1569],{"type":26,"tag":180,"props":1565,"children":1566},{},[1567],{"type":32,"value":1568},"What is the fully diluted valuation",{"type":32,"value":1570}," implied by this round?",{"type":26,"tag":35,"props":1572,"children":1573},{},[1574,1576,1582,1584,1590],{"type":32,"value":1575},"That last pair is the one investors calculate themselves if you do not. A low float against a high FDV is not automatically wrong, but pretending the gap is not there is. Our comparison of ",{"type":26,"tag":82,"props":1577,"children":1579},{"href":1578},"/blog/low-float-vs-high-float-token-launch",[1580],{"type":32,"value":1581},"low float versus high float token launches",{"type":32,"value":1583}," covers the trade-off in detail, and the mechanics of supply design are in our ",{"type":26,"tag":82,"props":1585,"children":1587},{"href":1586},"/blog/tokenomics-design-guide",[1588],{"type":32,"value":1589},"tokenomics design guide",{"type":32,"value":96},{"type":26,"tag":35,"props":1592,"children":1593},{},[1594],{"type":32,"value":1595},"State your FDV on the slide. Experienced investors will work it out in ten seconds and will assume you were hiding it if you did not.",{"type":26,"tag":109,"props":1597,"children":1599},{"id":1598},"round-and-use-of-funds-be-specific-or-be-skipped",[1600],{"type":32,"value":1601},"Round and Use of Funds: Be Specific or Be Skipped",{"type":26,"tag":35,"props":1603,"children":1604},{},[1605],{"type":32,"value":1606},"\"Raising $5M to accelerate growth\" tells an investor nothing and signals that you have not modelled your own business. Replace it with instrument, amount, terms and what the money buys:",{"type":26,"tag":315,"props":1608,"children":1609},{},[1610,1615,1620,1625,1630],{"type":26,"tag":176,"props":1611,"children":1612},{},[1613],{"type":32,"value":1614},"The instrument — SAFT, SAFE with token warrant, equity, or a token purchase agreement — and why",{"type":26,"tag":176,"props":1616,"children":1617},{},[1618],{"type":32,"value":1619},"Amount, valuation and how much is already committed",{"type":26,"tag":176,"props":1621,"children":1622},{},[1623],{"type":32,"value":1624},"Vesting and cliff terms you are offering, stated up front",{"type":26,"tag":176,"props":1626,"children":1627},{},[1628],{"type":32,"value":1629},"The three or four milestones this round funds, with rough timelines",{"type":26,"tag":176,"props":1631,"children":1632},{},[1633],{"type":32,"value":1634},"What the next round or the TGE looks like from here",{"type":26,"tag":35,"props":1636,"children":1637},{},[1638,1640,1646],{"type":32,"value":1639},"Stating your vesting terms in the deck rather than waiting for the term sheet is a small move with a large effect: it tells investors you have thought about post-launch supply before they had to ask. For the other side of the same conversation — diligence you should be running on the fund — see our ",{"type":26,"tag":82,"props":1641,"children":1643},{"href":1642},"/blog/how-to-choose-a-crypto-vc-fund",[1644],{"type":32,"value":1645},"checklist for choosing a crypto VC fund",{"type":32,"value":96},{"type":26,"tag":27,"props":1648,"children":1650},{"id":1649},"what-belongs-in-the-data-room-not-the-deck",[1651],{"type":32,"value":1652},"What Belongs in the Data Room, Not the Deck",{"type":26,"tag":35,"props":1654,"children":1655},{},[1656],{"type":32,"value":1657},"A crowded deck is the most common self-inflicted wound in crypto fundraising. Move all of this out:",{"type":26,"tag":315,"props":1659,"children":1660},{},[1661,1666,1671,1676,1681,1686,1691,1696],{"type":26,"tag":176,"props":1662,"children":1663},{},[1664],{"type":32,"value":1665},"Technical architecture and protocol specifications",{"type":26,"tag":176,"props":1667,"children":1668},{},[1669],{"type":32,"value":1670},"Full financial model and emissions schedule",{"type":26,"tag":176,"props":1672,"children":1673},{},[1674],{"type":32,"value":1675},"Audit reports and security posture",{"type":26,"tag":176,"props":1677,"children":1678},{},[1679],{"type":32,"value":1680},"Legal opinions, entity structure and jurisdiction analysis",{"type":26,"tag":176,"props":1682,"children":1683},{},[1684],{"type":32,"value":1685},"Detailed competitor teardowns",{"type":26,"tag":176,"props":1687,"children":1688},{},[1689],{"type":32,"value":1690},"Cap table and existing investor list",{"type":26,"tag":176,"props":1692,"children":1693},{},[1694],{"type":32,"value":1695},"Full roadmap beyond the next four quarters",{"type":26,"tag":176,"props":1697,"children":1698},{},[1699],{"type":32,"value":1700},"Listing and liquidity plan detail",{"type":26,"tag":35,"props":1702,"children":1703},{},[1704,1706,1710],{"type":32,"value":1705},"Have the data room ready before you send the deck. The gap between \"great, send more\" and actually sending it is where momentum dies. Our ",{"type":26,"tag":82,"props":1707,"children":1708},{"href":1004},[1709],{"type":32,"value":1007},{"type":32,"value":1711}," covers how rounds are sequenced and what each stage typically expects to see.",{"type":26,"tag":27,"props":1713,"children":1715},{"id":1714},"seven-mistakes-that-get-decks-passed-on",[1716],{"type":32,"value":1717},"Seven Mistakes That Get Decks Passed On",{"type":26,"tag":172,"props":1719,"children":1720},{},[1721,1731,1741,1751,1761,1771,1781],{"type":26,"tag":176,"props":1722,"children":1723},{},[1724,1729],{"type":26,"tag":180,"props":1725,"children":1726},{},[1727],{"type":32,"value":1728},"Leading with the technology.",{"type":32,"value":1730}," Investors buy a problem first and an implementation second. Architecture on slide three loses more readers than any other single choice.",{"type":26,"tag":176,"props":1732,"children":1733},{},[1734,1739],{"type":26,"tag":180,"props":1735,"children":1736},{},[1737],{"type":32,"value":1738},"A token with no reason to exist.",{"type":32,"value":1740}," If the product works identically with a stablecoin, the deck needs to explain why it does not.",{"type":26,"tag":176,"props":1742,"children":1743},{},[1744,1749],{"type":26,"tag":180,"props":1745,"children":1746},{},[1747],{"type":32,"value":1748},"Unattributed statistics.",{"type":32,"value":1750}," Market size figures with no source are read as invented, which contaminates the numbers that are real.",{"type":26,"tag":176,"props":1752,"children":1753},{},[1754,1759],{"type":26,"tag":180,"props":1755,"children":1756},{},[1757],{"type":32,"value":1758},"Partnership logos without substance.",{"type":32,"value":1760}," A logo grid where most entries are unsigned or dormant is checkable and gets checked.",{"type":26,"tag":176,"props":1762,"children":1763},{},[1764,1769],{"type":26,"tag":180,"props":1765,"children":1766},{},[1767],{"type":32,"value":1768},"Hiding the FDV.",{"type":32,"value":1770}," It gets calculated anyway. Omitting it reads as concealment.",{"type":26,"tag":176,"props":1772,"children":1773},{},[1774,1779],{"type":26,"tag":180,"props":1775,"children":1776},{},[1777],{"type":32,"value":1778},"No liquidity or listing narrative.",{"type":32,"value":1780}," A deck that ends at \"then we launch the token\" leaves the hardest part unaddressed.",{"type":26,"tag":176,"props":1782,"children":1783},{},[1784,1789],{"type":26,"tag":180,"props":1785,"children":1786},{},[1787],{"type":32,"value":1788},"Twenty-eight slides.",{"type":32,"value":1790}," Length is not effort. It is a failure to decide what matters.",{"type":26,"tag":27,"props":1792,"children":1794},{"id":1793},"the-liquidity-slide-nobody-includes",[1795],{"type":32,"value":1796},"The Liquidity Slide Nobody Includes",{"type":26,"tag":35,"props":1798,"children":1799},{},[1800],{"type":32,"value":1801},"Almost no token deck has a liquidity slide. The ones that do stand out immediately, because they close the loop an investor is already closing in their own head: this position unlocks in eighteen months — into what?",{"type":26,"tag":35,"props":1803,"children":1804},{},[1805],{"type":32,"value":1806},"You do not need a signed market maker to address it. A few lines is enough:",{"type":26,"tag":315,"props":1808,"children":1809},{},[1810,1815,1820,1825,1830],{"type":26,"tag":176,"props":1811,"children":1812},{},[1813],{"type":32,"value":1814},"Which venue tier you are targeting for listing, and why that tier",{"type":26,"tag":176,"props":1816,"children":1817},{},[1818],{"type":32,"value":1819},"Whether you are running a CEX-first, DEX-first or parallel strategy",{"type":26,"tag":176,"props":1821,"children":1822},{},[1823],{"type":32,"value":1824},"How much of the raise is earmarked for liquidity provision",{"type":26,"tag":176,"props":1826,"children":1827},{},[1828],{"type":32,"value":1829},"How your unlock schedule was designed against realistic depth rather than hoped-for depth",{"type":26,"tag":176,"props":1831,"children":1832},{},[1833],{"type":32,"value":1834},"Whether you have begun market maker conversations",{"type":26,"tag":35,"props":1836,"children":1837},{},[1838],{"type":32,"value":1839},"That last point matters more than teams expect. Market making is not a post-launch service you bolt on the week before listing; the depth a token can sustain is a function of decisions made during fundraising, particularly float and unlock design. 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":26,"tag":27,"props":1841,"children":1843},{"id":1842},"before-you-send-it",[1844],{"type":32,"value":1845},"Before You Send It",{"type":26,"tag":35,"props":1847,"children":1848},{},[1849],{"type":32,"value":1850},"Run the deck past this check:",{"type":26,"tag":315,"props":1852,"children":1854},{"className":1853},[1019],[1855,1864,1873,1882,1891,1900,1909,1918,1927,1936,1945],{"type":26,"tag":176,"props":1856,"children":1858},{"className":1857},[1024],[1859,1862],{"type":26,"tag":1027,"props":1860,"children":1861},{"disabled":1029,"type":1030},[],{"type":32,"value":1863}," Twelve to fifteen slides, appendix separate",{"type":26,"tag":176,"props":1865,"children":1867},{"className":1866},[1024],[1868,1871],{"type":26,"tag":1027,"props":1869,"children":1870},{"disabled":1029,"type":1030},[],{"type":32,"value":1872}," A stranger reading only slides 1–3 can explain what you do",{"type":26,"tag":176,"props":1874,"children":1876},{"className":1875},[1024],[1877,1880],{"type":26,"tag":1027,"props":1878,"children":1879},{"disabled":1029,"type":1030},[],{"type":32,"value":1881}," Every statistic has a source or is removed",{"type":26,"tag":176,"props":1883,"children":1885},{"className":1884},[1024],[1886,1889],{"type":26,"tag":1027,"props":1887,"children":1888},{"disabled":1029,"type":1030},[],{"type":32,"value":1890}," Traction includes at least one number you would rather not show",{"type":26,"tag":176,"props":1892,"children":1894},{"className":1893},[1024],[1895,1898],{"type":26,"tag":1027,"props":1896,"children":1897},{"disabled":1029,"type":1030},[],{"type":32,"value":1899}," Token utility answers \"why not a stablecoin\" explicitly",{"type":26,"tag":176,"props":1901,"children":1903},{"className":1902},[1024],[1904,1907],{"type":26,"tag":1027,"props":1905,"children":1906},{"disabled":1029,"type":1030},[],{"type":32,"value":1908}," Float at listing and FDV both stated",{"type":26,"tag":176,"props":1910,"children":1912},{"className":1911},[1024],[1913,1916],{"type":26,"tag":1027,"props":1914,"children":1915},{"disabled":1029,"type":1030},[],{"type":32,"value":1917}," Vesting and cliff terms disclosed in the deck",{"type":26,"tag":176,"props":1919,"children":1921},{"className":1920},[1024],[1922,1925],{"type":26,"tag":1027,"props":1923,"children":1924},{"disabled":1029,"type":1030},[],{"type":32,"value":1926}," Use of funds mapped to three or four named milestones",{"type":26,"tag":176,"props":1928,"children":1930},{"className":1929},[1024],[1931,1934],{"type":26,"tag":1027,"props":1932,"children":1933},{"disabled":1029,"type":1030},[],{"type":32,"value":1935}," Liquidity and listing path addressed in at least one slide",{"type":26,"tag":176,"props":1937,"children":1939},{"className":1938},[1024],[1940,1943],{"type":26,"tag":1027,"props":1941,"children":1942},{"disabled":1029,"type":1030},[],{"type":32,"value":1944}," Data room live and populated before the first send",{"type":26,"tag":176,"props":1946,"children":1948},{"className":1947},[1024],[1949,1952],{"type":26,"tag":1027,"props":1950,"children":1951},{"disabled":1029,"type":1030},[],{"type":32,"value":1953}," PDF under 10MB, named clearly, opens correctly on a phone",{"type":26,"tag":35,"props":1955,"children":1956},{},[1957],{"type":32,"value":1958},"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":26,"tag":35,"props":1960,"children":1961},{},[1962,1964,1969],{"type":32,"value":1963},"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":26,"tag":82,"props":1965,"children":1966},{"href":1115},[1967],{"type":32,"value":1968},"get in touch with Fibonacci Capital",{"type":32,"value":96},{"title":7,"searchDepth":370,"depth":370,"links":1971},[1972,1973,1974,1979,1980,1981,1982],{"id":1172,"depth":370,"text":1175},{"id":1228,"depth":370,"text":1231},{"id":1487,"depth":370,"text":1490,"children":1975},[1976,1977,1978],{"id":1493,"depth":377,"text":1496},{"id":1514,"depth":377,"text":1517},{"id":1598,"depth":377,"text":1601},{"id":1649,"depth":370,"text":1652},{"id":1714,"depth":370,"text":1717},{"id":1793,"depth":370,"text":1796},{"id":1842,"depth":370,"text":1845},"content:blog:crypto-vc-pitch-deck-guide.md","blog/crypto-vc-pitch-deck-guide.md","blog/crypto-vc-pitch-deck-guide",{"_path":991,"_dir":5,"_draft":6,"_partial":6,"_locale":7,"title":1987,"description":1988,"date":1989,"author":13,"category":11,"tags":1990,"keywords":1992,"image":1998,"readTime":12,"body":1999,"_type":391,"_id":2582,"_source":393,"_file":2583,"_stem":2584,"_extension":396},"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",[404,1150,1991,16],"private sale",[1993,1994,1995,1996,1997],"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":23,"children":2000,"toc":2573},[2001,2006,2011,2017,2022,2075,2080,2086,2091,2259,2270,2276,2281,2286,2329,2334,2340,2345,2362,2372,2382,2392,2402,2412,2430,2436,2441,2535,2547,2553,2558,2563],{"type":26,"tag":35,"props":2002,"children":2003},{},[2004],{"type":32,"value":2005},"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":26,"tag":35,"props":2007,"children":2008},{},[2009],{"type":32,"value":2010},"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":26,"tag":27,"props":2012,"children":2014},{"id":2013},"how-a-private-token-sale-works",[2015],{"type":32,"value":2016},"How a Private Token Sale Works",{"type":26,"tag":35,"props":2018,"children":2019},{},[2020],{"type":32,"value":2021},"The sequence is consistent across most raises, whatever the labels used:",{"type":26,"tag":172,"props":2023,"children":2024},{},[2025,2035,2045,2055,2065],{"type":26,"tag":176,"props":2026,"children":2027},{},[2028,2033],{"type":26,"tag":180,"props":2029,"children":2030},{},[2031],{"type":32,"value":2032},"You set a valuation and an allocation.",{"type":32,"value":2034}," How much of total supply is being sold, at what implied fully diluted valuation, and how much capital that raises.",{"type":26,"tag":176,"props":2036,"children":2037},{},[2038,2043],{"type":26,"tag":180,"props":2039,"children":2040},{},[2041],{"type":32,"value":2042},"You approach a shortlist of investors.",{"type":32,"value":2044}," 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":26,"tag":176,"props":2046,"children":2047},{},[2048,2053],{"type":26,"tag":180,"props":2049,"children":2050},{},[2051],{"type":32,"value":2052},"You agree terms per investor or per tranche.",{"type":32,"value":2054}," Price, allocation size, cliff, vesting schedule, and any rights attached — advisory commitments, information rights, transfer restrictions.",{"type":26,"tag":176,"props":2056,"children":2057},{},[2058,2063],{"type":26,"tag":180,"props":2059,"children":2060},{},[2061],{"type":32,"value":2062},"You sign a token purchase agreement.",{"type":32,"value":2064}," 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":26,"tag":176,"props":2066,"children":2067},{},[2068,2073],{"type":26,"tag":180,"props":2069,"children":2070},{},[2071],{"type":32,"value":2072},"Tokens are delivered at TGE and released on schedule.",{"type":32,"value":2074}," The delivery mechanism — vesting contract, exchange-held escrow, manual distribution — should be decided before signing, not after.",{"type":26,"tag":35,"props":2076,"children":2077},{},[2078],{"type":32,"value":2079},"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":26,"tag":109,"props":2081,"children":2083},{"id":2082},"private-sale-vs-pre-sale-vs-public-sale",[2084],{"type":32,"value":2085},"Private Sale vs Pre-Sale vs Public Sale",{"type":26,"tag":35,"props":2087,"children":2088},{},[2089],{"type":32,"value":2090},"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":26,"tag":618,"props":2092,"children":2093},{},[2094,2118],{"type":26,"tag":622,"props":2095,"children":2096},{},[2097],{"type":26,"tag":626,"props":2098,"children":2099},{},[2100,2103,2108,2113],{"type":26,"tag":630,"props":2101,"children":2102},{},[],{"type":26,"tag":630,"props":2104,"children":2105},{},[2106],{"type":32,"value":2107},"Private round",{"type":26,"tag":630,"props":2109,"children":2110},{},[2111],{"type":32,"value":2112},"Pre-sale / community round",{"type":26,"tag":630,"props":2114,"children":2115},{},[2116],{"type":32,"value":2117},"Public sale",{"type":26,"tag":644,"props":2119,"children":2120},{},[2121,2144,2167,2190,2213,2236],{"type":26,"tag":626,"props":2122,"children":2123},{},[2124,2129,2134,2139],{"type":26,"tag":651,"props":2125,"children":2126},{},[2127],{"type":32,"value":2128},"Who participates",{"type":26,"tag":651,"props":2130,"children":2131},{},[2132],{"type":32,"value":2133},"Selected investors, invited directly",{"type":26,"tag":651,"props":2135,"children":2136},{},[2137],{"type":32,"value":2138},"Whitelisted community, launchpad tiers, sometimes KYC-gated",{"type":26,"tag":651,"props":2140,"children":2141},{},[2142],{"type":32,"value":2143},"Open participation, usually via a launchpad or exchange",{"type":26,"tag":626,"props":2145,"children":2146},{},[2147,2152,2157,2162],{"type":26,"tag":651,"props":2148,"children":2149},{},[2150],{"type":32,"value":2151},"Typical ticket",{"type":26,"tag":651,"props":2153,"children":2154},{},[2155],{"type":32,"value":2156},"Large; negotiated individually",{"type":26,"tag":651,"props":2158,"children":2159},{},[2160],{"type":32,"value":2161},"Small to mid; capped per wallet",{"type":26,"tag":651,"props":2163,"children":2164},{},[2165],{"type":32,"value":2166},"Small; capped per participant",{"type":26,"tag":626,"props":2168,"children":2169},{},[2170,2175,2180,2185],{"type":26,"tag":651,"props":2171,"children":2172},{},[2173],{"type":32,"value":2174},"Price",{"type":26,"tag":651,"props":2176,"children":2177},{},[2178],{"type":32,"value":2179},"Lowest of the three",{"type":26,"tag":651,"props":2181,"children":2182},{},[2183],{"type":32,"value":2184},"Between private and public",{"type":26,"tag":651,"props":2186,"children":2187},{},[2188],{"type":32,"value":2189},"Reference price for listing",{"type":26,"tag":626,"props":2191,"children":2192},{},[2193,2198,2203,2208],{"type":26,"tag":651,"props":2194,"children":2195},{},[2196],{"type":32,"value":2197},"Vesting",{"type":26,"tag":651,"props":2199,"children":2200},{},[2201],{"type":32,"value":2202},"Longest cliff and vest",{"type":26,"tag":651,"props":2204,"children":2205},{},[2206],{"type":32,"value":2207},"Shorter, often partial unlock at TGE",{"type":26,"tag":651,"props":2209,"children":2210},{},[2211],{"type":32,"value":2212},"Often fully or largely unlocked at TGE",{"type":26,"tag":626,"props":2214,"children":2215},{},[2216,2221,2226,2231],{"type":26,"tag":651,"props":2217,"children":2218},{},[2219],{"type":32,"value":2220},"Documentation",{"type":26,"tag":651,"props":2222,"children":2223},{},[2224],{"type":32,"value":2225},"Negotiated purchase agreement per investor",{"type":26,"tag":651,"props":2227,"children":2228},{},[2229],{"type":32,"value":2230},"Standard terms, take it or leave it",{"type":26,"tag":651,"props":2232,"children":2233},{},[2234],{"type":32,"value":2235},"Platform terms",{"type":26,"tag":626,"props":2237,"children":2238},{},[2239,2244,2249,2254],{"type":26,"tag":651,"props":2240,"children":2241},{},[2242],{"type":32,"value":2243},"What you are really buying",{"type":26,"tag":651,"props":2245,"children":2246},{},[2247],{"type":32,"value":2248},"Capital plus, ideally, a relationship",{"type":26,"tag":651,"props":2250,"children":2251},{},[2252],{"type":32,"value":2253},"Distribution and early holders",{"type":26,"tag":651,"props":2255,"children":2256},{},[2257],{"type":32,"value":2258},"Price discovery and float",{"type":26,"tag":35,"props":2260,"children":2261},{},[2262,2264,2268],{"type":32,"value":2263},"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":26,"tag":82,"props":2265,"children":2266},{"href":1004},[2267],{"type":32,"value":1007},{"type":32,"value":2269}," covers how the rounds fit together across a full raise.",{"type":26,"tag":27,"props":2271,"children":2273},{"id":2272},"private-token-sale-discounts-how-to-think-about-the-number",[2274],{"type":32,"value":2275},"Private Token Sale Discounts: How to Think About the Number",{"type":26,"tag":35,"props":2277,"children":2278},{},[2279],{"type":32,"value":2280},"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":26,"tag":35,"props":2282,"children":2283},{},[2284],{"type":32,"value":2285},"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":26,"tag":315,"props":2287,"children":2288},{},[2289,2299,2309,2319],{"type":26,"tag":176,"props":2290,"children":2291},{},[2292,2297],{"type":26,"tag":180,"props":2293,"children":2294},{},[2295],{"type":32,"value":2296},"The discount and the lock-up are one negotiation, not two.",{"type":32,"value":2298}," 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":26,"tag":176,"props":2300,"children":2301},{},[2302,2307],{"type":26,"tag":180,"props":2303,"children":2304},{},[2305],{"type":32,"value":2306},"Discounts compound across rounds.",{"type":32,"value":2308}," 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":26,"tag":176,"props":2310,"children":2311},{},[2312,2317],{"type":26,"tag":180,"props":2313,"children":2314},{},[2315],{"type":32,"value":2316},"A very deep discount is a signal.",{"type":32,"value":2318}," 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":26,"tag":176,"props":2320,"children":2321},{},[2322,2327],{"type":26,"tag":180,"props":2323,"children":2324},{},[2325],{"type":32,"value":2326},"The public price is a decision, not a fact.",{"type":32,"value":2328}," 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":26,"tag":35,"props":2330,"children":2331},{},[2332],{"type":32,"value":2333},"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":26,"tag":27,"props":2335,"children":2337},{"id":2336},"terms-that-matter-more-than-price",[2338],{"type":32,"value":2339},"Terms That Matter More Than Price",{"type":26,"tag":35,"props":2341,"children":2342},{},[2343],{"type":32,"value":2344},"Once you have a valuation both sides can live with, the remaining terms decide how the round behaves after launch.",{"type":26,"tag":35,"props":2346,"children":2347},{},[2348,2353,2355,2360],{"type":26,"tag":180,"props":2349,"children":2350},{},[2351],{"type":32,"value":2352},"Cliff and vesting schedule.",{"type":32,"value":2354}," 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":26,"tag":82,"props":2356,"children":2357},{"href":84},[2358],{"type":32,"value":2359},"Token vesting schedules explained",{"type":32,"value":2361}," covers the trade-offs in detail, and the schedule you agree here will appear directly in your unlock calendar.",{"type":26,"tag":35,"props":2363,"children":2364},{},[2365,2370],{"type":26,"tag":180,"props":2366,"children":2367},{},[2368],{"type":32,"value":2369},"TGE unlock percentage.",{"type":32,"value":2371}," 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":26,"tag":35,"props":2373,"children":2374},{},[2375,2380],{"type":26,"tag":180,"props":2376,"children":2377},{},[2378],{"type":32,"value":2379},"Transfer restrictions.",{"type":32,"value":2381}," 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":26,"tag":35,"props":2383,"children":2384},{},[2385,2390],{"type":26,"tag":180,"props":2386,"children":2387},{},[2388],{"type":32,"value":2389},"Most favoured nation clauses.",{"type":32,"value":2391}," 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":26,"tag":35,"props":2393,"children":2394},{},[2395,2400],{"type":26,"tag":180,"props":2396,"children":2397},{},[2398],{"type":32,"value":2399},"Delivery mechanics.",{"type":32,"value":2401}," 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":26,"tag":35,"props":2403,"children":2404},{},[2405,2410],{"type":26,"tag":180,"props":2406,"children":2407},{},[2408],{"type":32,"value":2409},"Information and reporting rights.",{"type":32,"value":2411}," What you commit to reporting, how often, and to whom. Cheap to grant, and worth granting to investors who will actually read it.",{"type":26,"tag":35,"props":2413,"children":2414},{},[2415,2420,2422,2428],{"type":26,"tag":180,"props":2416,"children":2417},{},[2418],{"type":32,"value":2419},"Jurisdiction and securities analysis.",{"type":32,"value":2421}," 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":26,"tag":82,"props":2423,"children":2425},{"href":2424},"/blog/token-launch-legal-considerations",[2426],{"type":32,"value":2427},"token launch legal considerations",{"type":32,"value":2429}," sets out the questions to bring to counsel.",{"type":26,"tag":27,"props":2431,"children":2433},{"id":2432},"a-private-round-checklist",[2434],{"type":32,"value":2435},"A Private Round Checklist",{"type":26,"tag":35,"props":2437,"children":2438},{},[2439],{"type":32,"value":2440},"Before you open a private token sale:",{"type":26,"tag":315,"props":2442,"children":2444},{"className":2443},[1019],[2445,2454,2463,2472,2481,2490,2499,2508,2517,2526],{"type":26,"tag":176,"props":2446,"children":2448},{"className":2447},[1024],[2449,2452],{"type":26,"tag":1027,"props":2450,"children":2451},{"disabled":1029,"type":1030},[],{"type":32,"value":2453}," Total supply, allocation per round, and fully diluted valuation modelled and internally agreed",{"type":26,"tag":176,"props":2455,"children":2457},{"className":2456},[1024],[2458,2461],{"type":26,"tag":1027,"props":2459,"children":2460},{"disabled":1029,"type":1030},[],{"type":32,"value":2462}," Defensible listing valuation established first, with private pricing derived from it",{"type":26,"tag":176,"props":2464,"children":2466},{"className":2465},[1024],[2467,2470],{"type":26,"tag":1027,"props":2468,"children":2469},{"disabled":1029,"type":1030},[],{"type":32,"value":2471}," Cliff, vesting schedule and TGE unlock decided as project policy before negotiations start",{"type":26,"tag":176,"props":2473,"children":2475},{"className":2474},[1024],[2476,2479],{"type":26,"tag":1027,"props":2477,"children":2478},{"disabled":1029,"type":1030},[],{"type":32,"value":2480}," Cumulative unlock calendar modelled across all rounds, month by month",{"type":26,"tag":176,"props":2482,"children":2484},{"className":2483},[1024],[2485,2488],{"type":26,"tag":1027,"props":2486,"children":2487},{"disabled":1029,"type":1030},[],{"type":32,"value":2489}," Counsel engaged on the instrument and on participation restrictions by jurisdiction",{"type":26,"tag":176,"props":2491,"children":2493},{"className":2492},[1024],[2494,2497],{"type":26,"tag":1027,"props":2495,"children":2496},{"disabled":1029,"type":1030},[],{"type":32,"value":2498}," Investor diligence done in both directions — what does this buyer do after unlock",{"type":26,"tag":176,"props":2500,"children":2502},{"className":2501},[1024],[2503,2506],{"type":26,"tag":1027,"props":2504,"children":2505},{"disabled":1029,"type":1030},[],{"type":32,"value":2507}," Transfer restrictions and MFN terms reviewed for aggregate effect, not case by case",{"type":26,"tag":176,"props":2509,"children":2511},{"className":2510},[1024],[2512,2515],{"type":26,"tag":1027,"props":2513,"children":2514},{"disabled":1029,"type":1030},[],{"type":32,"value":2516}," Delivery and vesting mechanism chosen, with contracts audited before TGE",{"type":26,"tag":176,"props":2518,"children":2520},{"className":2519},[1024],[2521,2524],{"type":26,"tag":1027,"props":2522,"children":2523},{"disabled":1029,"type":1030},[],{"type":32,"value":2525}," Cap table and unlock schedule prepared for disclosure to exchanges and later investors",{"type":26,"tag":176,"props":2527,"children":2529},{"className":2528},[1024],[2530,2533],{"type":26,"tag":1027,"props":2531,"children":2532},{"disabled":1029,"type":1030},[],{"type":32,"value":2534}," Liquidity plan sized against the supply that becomes tradable in the first months",{"type":26,"tag":35,"props":2536,"children":2537},{},[2538,2540,2546],{"type":32,"value":2539},"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":26,"tag":82,"props":2541,"children":2543},{"href":2542},"/blog/how-much-liquidity-does-a-token-need-at-launch",[2544],{"type":32,"value":2545},"how much liquidity a token needs at launch",{"type":32,"value":96},{"type":26,"tag":27,"props":2548,"children":2550},{"id":2549},"do-you-actually-need-a-private-round",[2551],{"type":32,"value":2552},"Do You Actually Need a Private Round?",{"type":26,"tag":35,"props":2554,"children":2555},{},[2556],{"type":32,"value":2557},"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":26,"tag":35,"props":2559,"children":2560},{},[2561],{"type":32,"value":2562},"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":26,"tag":35,"props":2564,"children":2565},{},[2566,2568,2572],{"type":32,"value":2567},"If you are structuring a private round and want the unlock and liquidity implications modelled before you sign, ",{"type":26,"tag":82,"props":2569,"children":2570},{"href":1115},[2571],{"type":32,"value":1968},{"type":32,"value":96},{"title":7,"searchDepth":370,"depth":370,"links":2574},[2575,2578,2579,2580,2581],{"id":2013,"depth":370,"text":2016,"children":2576},[2577],{"id":2082,"depth":377,"text":2085},{"id":2272,"depth":370,"text":2275},{"id":2336,"depth":370,"text":2339},{"id":2432,"depth":370,"text":2435},{"id":2549,"depth":370,"text":2552},"content:blog:private-token-sale-guide.md","blog/private-token-sale-guide.md","blog/private-token-sale-guide",1790817375819]