Web3 secondary markets: a practical guide for VCs and syndicates

A web3 secondary market is where positions in projects that have not yet launched change hands. The instruments are SAFTs, SAFEs with token side letters, token warrants, equity with token rights, and locked or vesting allocations. Primary rounds in strong projects close fast and close small. Secondaries are how a VC or syndicate gets exposure after the round, and how an early investor gets out before TGE. MarsBase has run a deal network for these positions since 2021, with 130+ deals closed and $50M+ tokenized on the Asset Haus platform. This guide covers what a fund needs to know before its first one.

What trades on a web3 secondary market

• SAFT. Money now, tokens at network launch. The agreement is the security.
• SAFE with token side letter. Equity deferral plus token rights.
• Token warrant. The right, not the obligation, to buy tokens if the company ever issues them.
• Equity with token rights. Combined positions, as in the LayerZero deals.
• Vesting or locked tokens. Delivered tokens under lock-up or vesting schedules.
• Pre-mainnet or testnet rights. As in the Fuel pre-market.

Each of these is a contract or a restricted allocation, not a freely tradable asset. That is the defining feature of the market. Every transfer has conditions attached, and the conditions come from the issuer.

Who sells

Three kinds of seller show up, and they want different things.

Early investors, angels and funds with a locked position want a price from a vetted counterparty, consent handled for them, and a settled transfer. They are usually not distressed. They are rebalancing, returning capital to LPs, or trimming a position that has grown past its target weight.

Founders and projects sell indirectly. They want orderly secondary liquidity for early backers without breaking the cap table. A project that lets its earliest supporters exit through a controlled process, to eligible buyers it has approved, keeps control of who holds its future supply. A project that refuses all transfers pushes the same demand into side agreements it cannot see.

OTC brokers and desks bring client positions. They want compliant rails to settle a deal they have already sourced, and they keep the client.

Who buys

VC funds, syndicates and family offices that could not get into the round, or want more of a project at secondary pricing. What they want is curated lots with documents attached, eligibility handled once rather than once per deal, and positions that sit on a registry rather than in a chat thread.

Buyers on MarsBase pass KYC/KYB once and evidence accredited or professional status. After that they see lots across markets without repeating onboarding.

Why most chat-based OTC offers never settle

Anyone who has watched a SAFT offer circulate in a Telegram group knows the pattern. Price is agreed in an hour. The deal dies over the following weeks. Four things kill it.

Consent. Nearly every SAFT, warrant and side letter conditions transfer on issuer consent. A chat offer skips this step and discovers it at signing, when the issuer declines or goes quiet.

Identification. Neither side knows who the other is. The seller cannot prove the position exists; the buyer cannot prove eligibility. The issuer will not consent to a transfer to an unnamed party.

Delivery-versus-payment. Without conditional settlement, one side has to go first. Whoever goes first carries the full counterparty risk, and a careful counterparty refuses to.

Registry. Even when a chat deal closes, the result is a side agreement between two parties that the issuer may or may not honor at TGE. Nothing records the transfer in a place the issuer recognizes.

On MarsBase, consent is enforced in the transfer rules, both sides are identified, settlement is delivery-versus-payment, and the position lives on a registry with documents attached. That is the whole difference between a deal that is agreed and a deal that closes.

What drives pricing

Pricing on a secondary is indicative until a counterparty commits. Four things move it.

Time to TGE. The longer the wait, the larger the discount a buyer wants for tying up capital in an illiquid claim.

Lock-up length. Tokens delivered under a long vesting schedule are worth less today than tokens that unlock at launch. Lock-ups travel with the position and must be disclosed to the buyer.

Project quality. Team, traction, and the credibility of the launch timeline. A project with a dated roadmap prices differently from one with a vague one.

Buyer alternatives. If a buyer can get exposure elsewhere, through a later round or a comparable project, the seller's price has to compete with that.

MarsBase prices deals from a live view of secondary demand across its network. That view is what a seller gets that a single bilateral negotiation does not provide. It is indicative, not a firm quote, and it is not investment advice.

Tickets, fees and timelines

Tickets start at $50,000. Fees are agreed individually for each deal, depending on the instrument, size and structuring involved. The timeline is weeks once consent is in hand, and consent is the step that sets the pace. The full sequence is in the how it works section.

Who is eligible

Accredited and professional investors, funds, syndicates, family offices and OTC brokers who pass KYC/KYB. Retail investors are not served. Both sides of every deal are identified before matching, and the eligibility rules of the SPV wrapper do not allow a position to move to an unqualified holder.

How the roles split

MarsBase originates deals and counterparties and prices them. Asset Haus, its structuring and platform partner, provides the SPV wrappers, onboarding, registry and settlement. Asset Haus is a technology and infrastructure provider, not an issuer, broker-dealer, custodian or adviser. MarsBase does not hold client assets and does not give investment advice. Licensed counsel is brought in where a structure requires it.

Before your first secondary

1. Decide which projects and instruments you want, and at what size. Tickets start at $50,000.
2. Complete KYC/KYB and evidence accredited or professional status once, so you can move when a lot appears.
3. Read the instrument, not just the term sheet. The assignment clause and the lock-up schedule decide what you are buying.
4. Expect consent to take weeks, and do not plan capital around the assumption it will be faster.
5. Insist on delivery-versus-payment and a registry entry. If a counterparty offers neither, walk.

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