Token fundraising works best as one sequence the board approves at the start: strategic money first, a private round second, a public sale last, each sized against the float it will put on the market at launch. The public leg is open again. In November 2025 Coinbase opened a public token sale platform to US retail buyers, and its first sale offered up to 7.5% of Monad’s initial supply at $0.025 per token.
Who decides this
The CFO owns the raise plan; the board approves it once, as a whole. The CFO is accountable for how much each round raises, at what price, with which lockups, and under which legal exemption. The board is accountable for the total share of supply sold before launch and for the date by which the public leg happens or is dropped.
Approving rounds one at a time is the mistake to avoid. Each round creates holders, unlock dates and disclosure duties that the next round inherits, so the board should see all three before it signs the first term sheet.
What should each round buy, beyond capital?
Each round should buy something the others cannot: a strategic round buys distribution, a private round buys runway, and a public sale buys a wide holder base and an opening price. If a round only buys money, it is probably the wrong round at the wrong time.
A strategic round is small and selective. Its investors are exchanges, chains, protocols or operating companies that will integrate, list or co-market. A private round is where funds supply most of the capital. A public sale is where ownership spreads, and where the token’s first market price is effectively set.
| Round | Typical buyer | What it buys | What it costs you | Legal path to confirm with counsel |
|---|---|---|---|---|
| Strategic | Exchanges, chains, protocols, operating partners | Integrations, listings, credibility with later investors | Discount and allocation to parties whose delivery is hard to enforce | US: Rule 506(b) or 506(c). EU: a MiCA Article 4(2) exemption |
| Private | Venture and crypto funds | Runway through launch | The largest unlock overhang after TGE | Same as strategic; investor numbers and solicitation decide which |
| Public sale | Retail and smaller funds, through a platform or launchpad | Holder breadth, price discovery, launch-day demand | Platform fees, disclosure, and public scrutiny of every earlier round | EU: a notified and published white paper. Elsewhere: the platform’s rules plus local law |
Our view: run the strategic round only if each strategic investor signs up to a specific deliverable. A logo on a deck is not one. Without that, fold them into the private round on the same terms as everyone else.
Which legal exemption does each round rely on?
Decide the exemption before you decide the investor list, because the exemption limits who you can approach and how. Structuring the instrument itself, whether SAFT, token warrant or something else, is counsel’s work; the CFO’s job is to know which door each round goes through.
In the US, the SEC’s summary of exempt offerings (opens in new tab) draws the line most private token rounds sit on. Under Rule 506(b) there is no general solicitation, and no more than 35 non-accredited investors may buy in any 90-day period. Rule 506(c) permits general solicitation, but every purchaser must be accredited and the issuer must take reasonable steps to verify that. Either way, a Form D is due within 15 days of the first sale.
In the EU, Article 4 of MiCA (opens in new tab) governs offers of crypto-assets other than stablecoins. An offeror must be a legal person and must draw up, notify and publish a white paper. The white paper, notification and publication duties fall away for an offer to fewer than 150 persons per member state, an offer of up to €1,000,000 in total over twelve months, or an offer made only to qualified investors.
The detail that is easiest to miss is Article 4(4). Those exemptions stop applying if the offeror, or anyone acting for it, says in any communication that it intends to seek admission to trading. A private round deck that promises a listing can therefore turn an exempt offer into a public one. Have counsel read the deck, not just the agreement.
In what order, and how far apart?
Strategic first, private second, public last, with the public sale as close to the token generation event as operations allow. The order matters because each round is evidence for the next: a named strategic partner supports the private price, and a funded, staffed project supports the public one.
There is no market standard for the gap between rounds. What we would do is set the gap by milestones, not months. The private round closes when the product has evidence a fund can underwrite. The public sale opens when the token has a use on day one and the launch logistics are signed.
Running rounds in parallel is tempting when demand is strong. It also means different investors negotiate on different information. If you do it, give every round the same data room and the same disclosure of the others’ terms.
How should price and lockups step between rounds?
Price each round so that no earlier group sits on a multiple it will want to realise in the first week of trading, and stagger the lockups so that unlock dates do not stack. The sequence fails on launch day if earlier rounds can sell into the public buyers who just arrived.
Public platforms now impose part of this discipline. Under the terms reported for Coinbase’s token sale platform, issuers and their affiliates face a six-month lockup on over-the-counter and secondary sales unless Coinbase approves and the sale is disclosed. Buyers who sell within 30 days of listing may receive smaller allocations in later sales. The Block described allocation as filling up from the bottom to broaden distribution, with requests of $100 to $100,000 in the first sale.
The public price also sets a headline valuation that every earlier investor will be measured against. Monad’s public sale at $0.025 on a 100 billion token supply implied about $2.5 billion. Our inference: a public price below the last private round invites a public argument about who is subsidising whom, so settle that relationship in the private documents, not on launch day.
Where should the public sale run?
Choose the venue by who you need as holders and what disclosure you can sustain. There are three options: a sale you host yourself, a platform sale, or a launchpad. Each trades control for reach.
Platform sales have consolidated. In October 2025 Coinbase announced it had acquired Echo, an on-chain fundraising platform, for about $375 million. Decrypt reported (opens in new tab) that Echo had handled more than $200 million across roughly 300 deals, and that its Sonar product lets projects self-host public sales. The Block reported (opens in new tab) that Coinbase planned about one public sale a month, charges no fees to buyers, and takes a percentage of the issuer’s USDC proceeds. Coinbase also requires issuers to disclose detail on the project, the token model and the team.
A launchpad gives more control over the holder base and the post-sale programme, with less reach than a large exchange. A self-hosted sale gives the most control and carries the whole compliance load. Whichever you choose, the EU white paper duty and any US exemption still have to be satisfied; the venue does not carry your legal exposure for you.
What goes wrong: the strategy nobody could execute
The fundraising plan that fails is usually a good slide. It shows three rounds, three prices and a public sale in a target quarter. Nobody is named to own the token rights register, the lockup calendar or the exemption file.
Then execution drifts. The strategic round closes on terms written by the investors’ counsel. The private round adds a different vesting schedule. The public platform requires a six-month issuer lockup that collides with a treasury sale the team had planned. When the platform asks for detailed disclosure on the token model and the team, it takes a month to assemble.
The fix is dull and effective. Before the first term sheet, write one register that lists every round, every holder class, every lockup and unlock date, and the exemption each sale relied on. Name one owner for it, and make every later agreement conform to it.
How Alcyone approaches it
Alcyone plans the raise from the launch backwards: who will hold the token on day one, what unlocks in the first year, and which round created each obligation. Its partners have taken more than 80 projects to market; in one engagement, the first token launch on a major Layer-1 brought in more than 5,000 new holders. You can see the fundraising and launch work Alcyone has published (opens in new tab). Instrument and exemption choices stay with counsel; Alcyone builds the plan those choices have to fit, with a named owner for every part.