Web3 Entrepreneurship · MBA Programme Zishan A. Mohammad · March 2026
Fundraising Decision Tree
$12B+
Total Web3 VC investment in 2024 (PitchBook), recovering from 2022–23 bear market lows
Chapter Thesis
Web3 fundraising offers more pathways than traditional venture capital — but each pathway carries distinct legal exposure, and jurisdiction choice is irreversible.
Chapter 6 of 8 · Fundraising
Key Takeaways
1
SAFTs are securities in the US — they require Reg D (accredited investors only) or Reg S (non-US persons only) exemptions. Selling tokens to US retail investors without registration is an enforcement risk, not a grey area.
2
The Foundation + OpCo model separates token governance (non-profit foundation holds protocol IP) from revenue-generating operations (operating company handles commercial activity). Standard structure for compliant Web3 ventures.
3
Jurisdiction selection is irreversible post-fundraise. Singapore, Cayman Islands, and UAE (VARA/ADGM) offer different combinations of tax efficiency, regulatory clarity, and institutional credibility.
Glossary
SAFT
Simple Agreement for Future Tokens; a security instrument used to raise funds from accredited investors in exchange for the right to receive tokens at a future network launch.
Reg S Exemption
US securities regulation exemption permitting token sales to non-US persons without SEC registration, provided no "directed selling efforts" are made toward US persons.
Foundation + OpCo Model
Dual-entity structure separating protocol governance (non-profit foundation) from commercial operations (operating company); standard architecture for Web3 protocols.
60% Test
What is a SAFT and why is it a security? What are the three main fundraising pathways and their regulatory risk levels? What does the Foundation + OpCo model solve?