How to sell a SAFT before TGE: consent, wrappers, buyers

A SAFT is a promise: money now, tokens at network launch. Until launch you hold a contract, not a token, and the contract usually says you cannot assign it without the issuer’s consent. That single clause is the reason most "SAFT OTC" offers on Telegram never settle, and the reason a compliant secondary starts with paperwork rather than price.

This note follows the sequence used in the LayerZero, Scroll and Fuel markets that MarsBase originated and Asset Haus structured and settled.

What you can actually transfer

Read the instrument first. Three questions decide everything:

1. Is assignment permitted, and on what conditions? Nearly every SAFT, token warrant and side letter conditions transfer on issuer consent. Some prohibit it outright until TGE; some allow it to affiliates only; some are silent, which is not the same as permitted.
2. What exactly is the position? A SAFT alone, a SAFE with a token side letter, a warrant attached to an equity round, or a bundle. LayerZero holders had all three, which is why that market needed one wrapper for three instrument types.
3. Are there lock-ups or vesting after delivery? They travel with the tokens and must be disclosed to the buyer.

Consent is the long pole

Issuers are not hostile to secondaries; they are hostile to surprises. A consent request that arrives with a named, KYC-verified buyer, a clean transfer instrument and a commitment to keep lock-ups intact is a different conversation from "someone wants to buy my allocation". In practice consent takes days to weeks and sets the timeline for the whole deal. No consent, no deal.

The wrapper

Once consent is mapped, the rights are held through a special purpose vehicle, typically BVI or Cayman, and represented on a registry with transfer rules that mirror the consent conditions: whitelists, lock-ups, jurisdiction blocks, issuer approval on transfer. This is what "tokenized SAFT" means. The token is a record of a right in the SPV, gated by the rules the issuer agreed to. It is not a synthetic, and it is not a bearer instrument.

In the Scroll market this design produced $3.4M of gross volume and $2.4M net settled with full segregation between SAFT flows. In the Fuel pre-mainnet market, tokenized pre-mainnet rights with a defined mainnet conversion mechanism cleared $6M against a $4M target.

Who buys

Buyers are VC funds, syndicates and family offices that could not get into the round, or want more of it at secondary pricing. They pass KYC/KYB once and evidence accredited or professional status, then see curated lots with documents attached. Retail is not served; the eligibility rules of the SPV do not allow it.

Pricing is indicative until a counterparty commits. Discounts to the last round reflect time to TGE, lock-up length, project quality and the buyer’s alternatives. A live view of secondary demand is what MarsBase brings to the table.

Settlement

Both sides are identified. The transfer is delivery-versus-payment: funds and the position move together or not at all, and the registry updates at the moment of transfer with the subscription documents attached. At TGE or mainnet the wrapper converts to delivered tokens under the terms of the original instrument, lock-ups included.

Timelines and tickets

Weeks, once consent is in hand. Tickets start at $50,000; most lots sit between $100k and $2M. Fees are agreed per deal, depending on the instrument, size and structuring involved.

If you hold a SAFT, SAFE, warrant or locked allocation you want to sell, or want to buy one, submit the deal. You will hear back within days with whether a consented, compliant transfer is possible and at what indicative price.