Who We Represent in Crypto Venture Deals

Crypto venture financings sit at the intersection of traditional VC and digital-asset regulation. We work with the founders raising capital, the funds writing checks, and the angels and strategic investors structuring participation:

• Web3 and crypto-native founders raising pre-seed, seed, Series A, and growth rounds — from L1 / L2 infrastructure to DeFi protocols, wallets, exchanges, custody, infrastructure tooling, RWA tokenization, and consumer Web3.
• Crypto and Web3 venture funds on fund formation, token-and-equity portfolio investments, side letters, LPA negotiations, and ongoing portfolio counsel.
• Family offices and high-net-worth investors deploying into crypto venture — including SPV structuring and token-side participation.
• Strategic and corporate VC arms investing into crypto adjacent to a core business, where governance, IP-license, and competitive issues need careful drafting.
• Foundations and DevCos using the dual-entity model (typically Cayman or Swiss foundation + Delaware C-corp DevCo) to raise venture capital while operating a decentralized network.

Instruments We Draft and Negotiate

Crypto venture documents look familiar at a distance and very different up close. We draft, review, and negotiate the full stack:

• SAFTs (Simple Agreements for Future Tokens) and modern token-warrant + SAFE combinations — including the now-standard “SAFE with token side letter” structure.
• Token warrants attached to priced equity rounds, with carefully drafted vesting, lock-up, and network-launch trigger language.
• Priced equity rounds in C-corps (Delaware or Cayman) on NVCA-style documents adapted for token-bearing companies — with deal-specific token provisions in the SPA, IRA, ROFR & co-sale, and voting agreement.
• Token purchase agreements for direct token allocations to investors, including Reg D 506(c) and Reg S compliance and the appropriate restricted-token legends.
• Convertible notes with token side letters — less common now but still in use for bridge financings.
• Fund formation documents for crypto-native VC funds — LPA, subscription documents, side letters, PPM, valuation policy, custody policy, and token-handling provisions.
• SPV structures for syndicate deals, including the operating agreement, subscription documents, and token-distribution mechanics post-token-generation event.

Crypto-Specific Issues We Get Right the First Time

The mistakes that turn into messes in crypto venture deals are predictable. We work through them at the term-sheet stage, not the closing-checklist stage:

• Securities-law classification of the token. Howey, Reves, and the SEC’s evolving framework drive whether the token is treated as a security at issuance, at network launch, and at secondary trading — and that classification reshapes the entire deal.
• Dual-entity structures. Foundation-plus-DevCo (typically Cayman / Zug / Singapore foundation paired with a Delaware C-corp operating company), including IP assignment, token-allocation policy, and the contractual relationship between the entities.
• Token allocation and vesting. Founder, team, investor, treasury, ecosystem, and community allocations — with vesting cliffs, lock-ups, and on-chain enforcement that match the cap-table reality.
• Pro-rata and information rights on token side. Translating traditional pro-rata rights to apply to future token issuances — including network-launch token allocations and subsequent inflationary issuances.
• Cross-border tax structure. US founders, offshore foundation, US investors, ex-US investors, and a token that may or may not be a security each create tax planning questions that compound. We coordinate with specialized tax counsel where the deal warrants it.
• Section 83(b) on tokens. Filing 83(b) elections on token vesting at the right moment — before value accrual and before network launch — can save founders and employees substantial tax. Missing the window is irreversible.
• Compliant token sales. Reg D 506(c) with general solicitation and accredited verification, Reg S to non-US investors, Reg CF for community rounds, Reg A+ for larger public-style raises — each with structural and disclosure consequences.

How We Run a Crypto Venture Engagement

About John Montague, Esq.

John Montague, Esq. has over 15 years of experience practicing law, working on a variety of corporate, transactional, litigation, and real estate matters. His prior experience includes Locke Lord LLP (now Troutman Pepper Locke) and Lowndes, Drosdick, Doster, Kantor & Reed, P.A. He is a member of The Florida Bar and serves clients across Florida from offices in Fernandina Beach and Coral Gables (Miami).

Frequently Asked Questions

SAFT, SAFE-with-token-warrant, or priced round — which one?

Depends on the company’s stage, the token strategy, and where in the network-launch timeline the round sits. Pre-token, a SAFE with a token side letter or token warrant is now the dominant structure — cleaner than a SAFT for most cases, and easier to convert when the network launches. A priced round with a token warrant comes in once the company is at Series A maturity. We walk through the trade-offs on the scoping call.

Do we need a Cayman or Swiss foundation?

Not always. The dual-entity foundation-plus-DevCo structure makes sense when the network is genuinely decentralized, the token is sold to non-US investors, and the foundation actually performs a governance function. For US-focused projects with limited offshore investor base, a single Delaware C-corp can be the right answer. We size the structure to the actual plan, not to whatever is trendy.

Can a Reg D 506(c) token sale be marketed publicly?

Yes — that is the point of 506(c), as opposed to 506(b). General solicitation is permitted, but every investor must be verified accredited (not self-certified). We set up the verification process, the marketing-disclosure scrub, the subscription documents, and the Form D filing.

What does fund formation for a crypto VC fund cost and how long does it take?

A first-time crypto VC fund typically runs 90–150 days from engagement to first close and $40K–$120K in legal fees, depending on structure (Delaware LP vs. Cayman, parallel-fund needs, US-vs-offshore investor mix, and management-company complexity). Successor funds run faster and lower. We quote on a written estimate after the scoping call.

Do you represent both companies and investors?

Yes — on different deals. The firm represents founders raising capital, funds and angels writing checks, and corporate VCs investing strategically. We screen for conflicts at intake on every engagement.