For OTC brokers: settling client deals on compliant rails

An OTC broker's job is finding the other side. In web3 secondaries that is the easier half. The harder half starts after the match: a SAFT that cannot be assigned without issuer consent, a buyer who wants KYC on the seller, a seller who will not sign before the wire, and no registry that records the result. Brokers lose deals at this stage, and sometimes lose the client to whoever finally settles it.

MarsBase and Asset Haus offer brokers and desks a different arrangement: compliant rails to settle client deals, with the broker keeping the client. This note explains what you submit, what the rails provide, and what they cost.

The arrangement

MarsBase is a deal network for SAFTs, SAFEs, token warrants, equity with token rights, vesting or locked tokens and pre-mainnet rights. It originates deals and prices them from a live view of secondary demand. Asset Haus is its structuring and platform partner. It built the MarsBase SAFT platform and provides the SPV wrapper, onboarding, registry and settlement for each deal.

For a broker, this means the client relationship stays where it is. You bring the deal and stay the point of contact for your client. The counterparty search and the settlement run on infrastructure built for exactly these instruments. The partner terms are on asset.haus/partners.

What you submit

The intake is the same deal form any seller or buyer uses, with "OTC broker" as your role. It asks for:

• Whether the client wants to sell, buy, or both.
• The instrument: SAFT, SAFE, token warrant, equity plus token rights, locked or vesting tokens, pre-mainnet rights, or other.
• The project name.
• Size in USD and, if you have one, an indicative price.
• Jurisdiction of residence or incorporation of the client.
• Investor status: accredited, professional, or not sure.
• Your contact details.

From there, MarsBase checks the market side and Asset Haus checks the documents. If you already have both sides of the deal, say so. The rails work for a fully matched trade as well as for a one-sided position that needs a counterparty. You hear back within days with whether a consented, compliant transfer is possible and at what indicative price.

How the deal moves

The sequence is the same one every MarsBase deal follows, described in how it works. Submit the instrument, project, size and price expectation. Consent is mapped and obtained from the issuer. Rights are wrapped in an SPV and recorded on the registry with the agreed transfer rules. Both parties qualify through KYC/KYB. The lot is matched and settled delivery-versus-payment. At TGE or mainnet the wrapper converts to tokens under the original instrument. As the broker, you stay in the loop at each step and remain your client's contact throughout.

What Asset Haus provides

The infrastructure covers the five things a broker cannot easily supply alone.

Structuring. A BVI or Cayman SPV wrapper for the position, review of the instrument, mapping of issuer-consent requirements, and coordination with licensed counsel. Consent is obtained before the position is wrapped. No consent, no deal.

Onboarding. KYC/KYB for both parties, evidence of accredited or professional status, and e-signature. Eligibility is handled once, so a client who transacts again does not repeat the process.

Transfer controls. The wrapper carries the rules the issuer agreed to: whitelists, lock-ups, consent requirements and geo-blocks. Flows are segregated per instrument, so positions in different instruments are kept apart.

Settlement. Conditional delivery-versus-payment in a closed peer-to-peer venue. Funds and the position move together or not at all. Neither of your clients has to go first.

Registry. The cap table updates on transfer, documents are attached to each position, and audit exports are available. At TGE or mainnet the wrapper converts to tokens under the original instrument, lock-ups included.

The MarsBase SAFT platform case describes this infrastructure as it was built.

What MarsBase provides

If your client's deal is one-sided, MarsBase brings the other side. Its counterparties are VC funds, syndicates, family offices and other brokers that have transacted with MarsBase since 2021, with 130+ deals closed and $50M+ tokenized. Its pricing view comes from live secondary demand, which helps when a client asks whether their price expectation is realistic.

The three pre-TGE markets MarsBase originated on these rails, LayerZero, Scroll and Fuel, are listed under deals. They are the reference for what a settled secondary in this asset class looks like.

Economics and thresholds

Tickets start at $50,000. Fees are agreed individually for each deal, depending on the instrument, size and structuring involved. There is no standard rate card. A single-instrument SAFT transfer and a three-instrument bundle with a fresh consent negotiation are not the same amount of work. Your own fee to your client is your business.

Timeline is weeks once consent is in hand. Consent is the long pole. A request that arrives with a named, verified buyer and a commitment to keep lock-ups intact moves faster than one that does not.

What the rails do not do

The perimeter is narrow on purpose. Retail investors are not served. Instruments are not transferred without required consent. There is no public trading venue. Neither MarsBase nor Asset Haus provides legal, tax, custody, broker-dealer or investment advice.

Asset Haus is a technology and infrastructure provider, not an issuer, broker-dealer, custodian or adviser. MarsBase originates and prices deals. It does not hold client assets and does not give investment advice. Your client's eligibility is checked at onboarding, and a client who does not pass does not transact.

If you have a client position that needs to settle, submit the deal and select "OTC broker" as your role. You will hear within days what a consented, compliant transfer looks like for that instrument and at what indicative price.