Tokenized SAFT explained: how pre-TGE liquidity works

A tokenized SAFT is not a new token and not a synthetic. It is a record, on a registry, of a right held through a special purpose vehicle, gated by the transfer rules the issuer agreed to. The underlying SAFT does not change. What changes is that the position can move to an eligible buyer, against payment, with the issuer's conditions enforced by the registry rather than by trust.

This note walks through the six steps MarsBase and Asset Haus use to take a SAFT from "I want to sell" to a settled transfer. The last step is delivered tokens at TGE. MarsBase originates the deal and prices it. Asset Haus, the structuring and platform partner, provides the SPV wrapper, onboarding, registry and settlement. The same steps are summarized in the how it works section of the site.

What "tokenized" means here

Start with three things the word does not mean. It does not mean the SAFT holder receives project tokens early; delivery still happens at TGE under the original agreement. It does not mean a bearer instrument; the registry knows who holds each position and will not move it to an unqualified address. And it does not mean a derivative that references the SAFT; the SPV holds the actual rights.

What it does mean is that the economic interest in the SAFT is held through an SPV. The interest in the SPV is then represented as a position on a registry. That position carries the documents, the lock-ups and the consent conditions with it. On MarsBase deals the registry runs on Ethereum with transfer controls applied at the contract level.

Step 1: Submit

The seller submits the instrument, the project, the size, a price expectation and their jurisdiction. Two reviews run in parallel. MarsBase checks the market side: whether there is buyer demand for this project at roughly this size, and at what indicative level. Asset Haus checks the documents: what the SAFT actually grants, what the assignment clause says, and what lock-ups or vesting follow delivery.

Nothing is listed at this stage. A deal that fails the document check does not go to market.

Step 2: Consent

Nearly every SAFT, warrant and side letter conditions transfer on issuer consent. The restrictions are mapped clause by clause, and a consent request goes to the issuer. A good request names a KYC-verified buyer, attaches a clean transfer instrument and commits to keeping lock-ups intact. Consent sets the timeline for the whole deal, in practice days to weeks. No consent, no deal.

Step 3: Wrap

Once consent is in hand, the rights are held through an SPV, typically BVI or Cayman, and the position is created on the registry. The transfer rules on that position mirror the consent conditions: a whitelist of eligible holders, lock-up dates, jurisdiction blocks, and issuer approval on transfer where the consent requires it.

This is the step that makes the rest possible. The issuer's conditions stop being a paragraph in a PDF and become rules the registry applies on every transfer. That includes transfers years later, when the original parties are no longer around to police them.

Step 4: Qualify

Both sides pass KYC/KYB and evidence accredited or professional status. Eligibility is handled once per participant, not once per deal. A fund that has qualified for one market can bid in the next without repeating onboarding. Retail investors are not served; the eligibility rules of the SPV do not allow it.

Step 5: Match and settle

Matching happens in a closed peer-to-peer venue. Buyers see curated lots with documents attached, not a public order book. When a buyer commits, settlement is delivery-versus-payment: funds and the position move together or not at all. The registry updates at the moment of transfer, the SPV cap table updates with it, and the subscription documents stay attached to the position.

Because settlement is conditional, neither side takes counterparty risk on the other. The seller does not release the position before funds arrive, and the buyer does not pay before the position is theirs.

Step 6: Deliver

At TGE or mainnet the wrapper converts to tokens under the original instrument. The SPV receives the tokens the SAFT entitles it to and passes them through to the registered holders, lock-ups and vesting included. A buyer who acquired the position in step 5 receives what the original SAFT holder would have received, on the same schedule.

Two markets that ran this flow

Scroll. SAFT holders needed a secondary market before TGE. The market ran as a KYC-gated peer-to-peer venue with full segregation between SAFT flows, so each instrument's positions and settlement were kept apart. It settled $3.4M gross and $2.4M net. Details are on the Scroll case page.

Fuel. Holders needed liquidity before mainnet rather than before a token launch. The instrument was tokenized pre-mainnet rights with a defined mainnet conversion mechanism, so the same wrapper carried the position through to delivered tokens once the network went live. The market cleared $6M against a $4M target. Details are on the Fuel case page.

Both markets are listed with the LayerZero secondary under deals.

Where the risk sits

A tokenized SAFT removes settlement risk and enforces consent. It does not remove project risk. If the network never launches, the SAFT delivers nothing and the wrapper delivers nothing. Buyers price that risk in. The structure makes the position transferable and the transfer enforceable. It does not make the underlying bet safer.

Neither MarsBase nor Asset Haus holds client assets or gives investment advice. Asset Haus is a technology and infrastructure provider, not an issuer, broker-dealer, custodian or adviser.

If you hold a SAFT you want to sell before TGE, 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.