SAFT vs SAFE: what changes for a secondary buyer

Both a SAFT and a SAFE start the same way. An investor wires money to an early-stage web3 company and receives a contract instead of an asset. From there they diverge. A SAFT promises tokens at network launch. A SAFE promises equity at a later priced round, and a token side letter adds token rights on top. A token warrant promises neither; it gives the holder a right to buy tokens if they are ever issued. For a primary investor the difference is mostly about upside. For a secondary buyer it decides three practical things: whose consent you need, how the position is wrapped, and what lands in your wallet at TGE.

SAFT: money now, tokens at network launch

A Simple Agreement for Future Tokens is a funding contract. The investor pays today and the company undertakes to deliver a set number of tokens, or a set share of supply, when the network goes live. Until then there is no token, only the agreement, and the agreement is the security.

Two things follow for a buyer. First, you are buying a contractual claim against the issuer, so the issuer's assignment clause governs whether you can buy it at all. Second, what you eventually receive is defined by the SAFT itself: token count, delivery trigger, and any lock-up or vesting after delivery. Read the delivery schedule before you read the price.

SAFE with a token side letter: equity deferral plus token rights

A Simple Agreement for Future Equity defers the equity question to a later priced round. On its own it has nothing to do with tokens. In web3 rounds it is usually paired with a token side letter. The side letter grants the SAFE holder a share of tokens, often on terms similar to those given to other investors.

For a secondary buyer this is two instruments in one envelope. The SAFE carries the equity claim and the company's standard transfer restrictions. The side letter carries the token rights and may have its own consent language, its own lock-up and its own definition of who counts as a permitted transferee. Both parts have to move together. Otherwise the buyer ends up with equity and no tokens, or the reverse.

Token warrants: the right, not the obligation

A token warrant gives the holder the right, not the obligation, to buy tokens if the company ever issues them. The price and the exercise window are set in the warrant. It is usually attached to an equity investment and sized in proportion to it. If no network launches, the warrant expires and nothing is owed.

The warrant is the most conditional of the three. Its value depends on a launch that may not happen, on an exercise window, and on whether the warrant can be separated from the equity it came with. Many cannot. A buyer who wants only the token exposure has to check whether the warrant is detachable before anything else.

What changes for transfer consent

Nearly every SAFT, warrant and side letter conditions transfer on issuer consent. The instrument type changes what the consent request has to cover.

• SAFT. One document, one consent. The issuer wants to know who the buyer is, that the buyer is eligible, and that lock-ups survive the transfer.
• SAFE with side letter. Two documents, sometimes two consent paths. The SAFE may sit under the company's equity transfer rules, the side letter under a separate token clause. The request has to name both and ask for both.
• Warrant. Consent to assign the warrant, plus confirmation that it can be assigned apart from the underlying equity if that is the plan.

A request that arrives with a named, KYC-verified buyer and a clean transfer instrument is a different conversation from an open-ended ask. The practical sequence is set out in how to sell a SAFT before TGE.

What changes for wrapper design

On MarsBase deals the rights are held through an SPV, typically BVI or Cayman, and represented on a registry with transfer rules that mirror the consent conditions. Asset Haus, the structuring and platform partner, designs that wrapper. The instrument type shapes it.

A SAFT wrapper holds one contractual claim and one delivery schedule. A SAFE-plus-side-letter wrapper has to hold the equity claim and the token claim as a unit so they cannot be split on transfer. A warrant wrapper has to carry the exercise mechanics: who exercises, who funds the exercise price, and what happens if the window closes unexercised.

The registry rules are the same in kind across all three. Whitelists limit transfers to eligible holders. Lock-ups are enforced as dated restrictions. Geo-blocks and issuer approval on transfer are applied as the consent requires. What differs is the content of each rule, and that content comes from reading the instrument, not from a template. The full six-step sequence is on the how it works section.

What gets delivered at TGE

Delivery is where the differences become concrete.

• A SAFT converts to delivered tokens under the terms of the original agreement. Vesting and lock-ups come with them.
• A SAFE with a side letter delivers tokens under the side letter. The equity claim stays in place until the SAFE converts at a priced round or an exit. The buyer holds two positions with two timelines.
• A warrant delivers nothing by itself. It has to be exercised and the exercise price paid. Only then do tokens arrive.

In each case the wrapper converts under the original instrument, not under a new set of terms. That is the point of wrapping rather than rewriting. The buyer steps into the seller's position, with the same rights and the same restrictions.

One wrapper, three instruments: the LayerZero market

The LayerZero secondary is the clearest example of why this matters. Investors held SAFTs, equity and warrants, and needed liquidity before token launch. Rather than build three markets, one wrapper served all three instrument types, with the transfer rules for each mapped from its own consent. That market settled $3.8M across 9 deals. The structure is described on the LayerZero case page.

Questions to ask before you bid

1. Which instrument is it, exactly, and is there a side letter or warrant attached?
2. What does the assignment clause say, and has the issuer consented to this buyer?
3. Are the equity and token rights detachable, or do they move together?
4. What lock-up or vesting applies after delivery, and does it survive transfer?
5. For a warrant: what is the exercise window, what is the exercise price, and who pays it?

If the answers are clear, pricing is the easy part. If they are not, no price fixes it.

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