Finance & Token Design

Capital Raising & Tokenomics

Updated April 2026

Equity + Token

Hybrid capital structures designed and shipped

Multi-jurisdiction

Regulatory navigation across EU, US, UAE, and Asia

End-to-end

Cap-table modelling through ongoing investor relations

ColdAI's tokenomics and capital raising advisory covers the analytical and operational side of a raise: choosing between equity, token and hybrid structures, building one model that holds the operating plan, cap table and token economy together, preparing materials and a data room, running investor outreach through to close, and setting up reporting afterwards. Counsel and licensed firms handle the regulated elements, and their conclusions flow back into every figure.

“Tokenomics is just monetary policy with a smaller standing army. The same first-principles rigor that central banks apply to currency design has to apply to every token launch — or it will be arbitraged within a quarter.”

Dr. Shayan Salehi H.C.— Founder & CEO, ColdAI

What capabilities does ColdAI bring to Capital Raising & Tokenomics?

Equity & Token Round Design

Token Supply & Incentive Models

Data Room & Investor Materials

Post-Close Investor Reporting

In depth

Go deeper: instruments, token design and preparation

Five guides, each taking one part of a raise further, from choosing an instrument to opening the data room.

Situations that usually prompt the call

Most fundraising work starts with a specific problem rather than a general wish to raise. A seed-stage protocol team has a draft token allocation in a spreadsheet and no way to tell whether the emission schedule outlasts its treasury. A Series A company is adding a token to its product, and its equity investors want to know what rights, if any, they hold in it. A founder preparing a first institutional round has a deck but no financial model that survives a diligence call. A team building on Hedera needs its network fees, staking rewards and treasury modelled as one system. If one of these is familiar, we begin by writing down the decision you need to make and work backwards from it.

Where our role ends and regulated advice begins

Capital raises and token generation events sit inside regulated territory: securities law, financial-promotion rules and, in the EU, the Markets in Crypto-Assets Regulation (MiCA), which sets white-paper and disclosure requirements for many token offers. ColdAI works alongside your legal counsel and, where a transaction needs one, an appropriately licensed or regulated firm. We do not provide legal, tax or investment advice, and we cannot guarantee that a raise closes or at what valuation. What we contribute is the analytical and operational work: the model, the materials, the token design and the process discipline that let your advisers do their part on better information.

How we model a token economy

Every output is a set of scenarios with its assumptions written down, not a price forecast.

Supply and emission schedules

Circulating supply is projected month by month from the allocation table, vesting cliffs and scheduled release dates, so everyone can see where sell-side pressure concentrates.

Agent-based holder simulation

Simulated populations of stakers, liquidity providers, short-horizon traders, the team and early investors respond to price, yield and vesting releases, showing how the design behaves under different mixes of behaviour.

Treasury runway analysis

We project how long the treasury funds operations under several token-price paths, including a prolonged drawdown, and which spending or emission changes would extend it.

Governance stress-testing

Quorum, voting thresholds, delegation and proposal rights are tested against capture scenarios, such as one large holder or a coordinated group acting against minority holders.

How a raise runs with us

Diagnosis and structure

Output: a structuring memo comparing equity, token and hybrid options against your business model, cap table and jurisdiction, with open questions listed for counsel. Your decision: which instrument, or combination, goes forward.

Financial and token modelling

Output: an integrated financial model and, where a token is involved, the supply, simulation and treasury analysis. Your decision: allocation percentages, vesting terms and the raise size the evidence supports.

Materials and data room

Output: investment memorandum, pitch deck and an indexed data room checked against a diligence list. Your decision: sign-off on the narrative and on what is disclosed at each stage of the process.

Investor targeting

Output: a target list of investors, family offices and institutional allocators matched to your sector and stage, with an outreach sequence and a log of every conversation. Your decision: who is approached, in what order, and whether to run a tight or rolling process.

Terms and close

Output: a side-by-side term sheet comparison, a negotiation brief and a closing checklist coordinated with counsel. Your decision: which offer to accept and which terms to trade to reach it.

What you receive

Deliverable	What it contains	Who uses it
Structuring memo	Instrument options, cap-table effects, recommended path and the questions counsel must answer	Founders, board, legal counsel
Integrated financial model	Revenue drivers, hiring plan, cash runway, dilution by round and scenario switches	Finance lead; investors during diligence
Tokenomics report and simulation workbook	Allocation table, emission curves, agent-based simulation results, treasury runway under stress paths and every assumption stated	Protocol team, governance participants, counsel drafting any MiCA white paper
Investment memorandum and deck	Thesis, market, product, evidence of traction, use of funds and principal risks	Investors at first meeting and at investment committee
Indexed data room	Corporate, financial, technical, IP and token documents organised to a diligence checklist, with role-based access	Investors' diligence teams and their advisers
Investor reporting framework	Quarterly report template, KPI definitions, update calendar and disclosure log	Management and existing investors after close

Choosing who to work with

	Investment bank or regulated broker	Crypto launch agency	ColdAI
Best suited to	Larger or later-stage raises that need a regulated intermediary to place securities	Projects whose main gaps are exchange listings, community growth and launch marketing	Technology companies needing structure, modelling and materials, with or without a token
Regulated activity	Arranges and places securities under its own authorisation	Varies widely; check licensing case by case	None; works alongside your counsel and licensed firms
Token design depth	Often limited or subcontracted	Usually centred on launch mechanics	Supply modelling, agent-based simulation, treasury and governance analysis
Investor access	Broad institutional distribution	Crypto funds and launch platforms	Targeted outreach matched to sector and stage
Technical diligence	Generally relies on third parties	Light	Engineers review architecture and on-chain design alongside the financial work
Where it is the better choice	When placement needs a licensed intermediary; we can support one	When reach and listing logistics are the real gap and design is settled	When the hard question is the design and the evidence behind it

When we are not the right choice

You need securities placed by a licensed intermediary
The token's purpose is still undefined
You want a guaranteed raise or valuation
The round is already subscribed

First-call questions on capital and tokens

Pricing depends on scope: structuring and modelling alone is a different piece of work from one that runs through materials, outreach and close. We agree scope and fee structure in writing after the diagnostic conversation. Any element linked to a completed raise is set out explicitly and checked against the rules that apply to the transaction. We do not quote figures before we understand the instrument, the jurisdictions and your stage.

A senior practitioner leads each engagement from diagnosis to close. Financial modelling, token simulation and technical review are done by ColdAI colleagues with those specialisms, while your counsel and any licensed firm handle the regulated elements. You will know by name who is working on your mandate before it begins, and the lead does not change partway through without your agreement.

We sign a mutual non-disclosure agreement before receiving cap tables, financials or token designs. Data rooms are permissioned by role, and investors see material only in the order you approve. Model files and simulation outputs belong to you. If ColdAI's venture studio or private-capital practice has an interest that could conflict with your raise, we disclose it before the engagement starts.

No. We do not provide legal, tax or investment advice, and we do not tell investors whether to invest. Whether a token is a security, whether MiCA white-paper obligations apply and how a hybrid instrument is taxed are questions for your counsel and tax advisers. We prepare the analysis they need and make sure their answers flow back into the model and materials.

With a diagnostic conversation about what you are raising, from whom, and why now. We then ask for your cap table, any draft allocation table, recent financial statements and existing materials. From those we write the structuring memo, the first deliverable, which is also a sensible point for either side to decide whether to continue.

Closing is where investor relations begins. We can set up the quarterly reporting framework, KPI definitions and disclosure log, and help prepare the first reports. For token projects we can rerun the simulation as real holder data arrives, so decisions on emissions or treasury spending rest on observed behaviour rather than launch assumptions. Continued support is optional and scoped separately.

Test your structure before investors do

Send whatever exists today: a cap table, an allocation table or a draft deck. The first conversation identifies which questions your counsel should answer first and where the model needs work.

Discuss your raise

One integrated model behind every document in the raise

Founders often keep the operating plan, the cap table and the token allocation in three separate files, and diligence finds the gaps between them quickly. We build them as one model, so a change in one place moves every figure that depends on it.

Integrated model
A single workbook with scenario switches; deck figures, memo tables and disclosure inputs are all drawn from it.
Operating plan
Revenue drivers, hiring, costs and monthly burn, with the reasoning for each driver written beside it.
Cap table and dilution
Ownership before and after each round, option pool changes and the conversion of any SAFEs or notes.
Token supply schedule
Allocation buckets, cliffs, release curves and emissions, projected to circulating supply month by month.
Treasury and runway
Cash and token holdings, the spending policy and how long operations stay funded under several token-price paths.
Governance parameters
Quorum, thresholds and delegation, linked to who holds voting supply at each point in the schedule.
Reporting KPIs
The definitions management will report against after the close, fixed before any investor sees a number.

Conceptual view of the integrated model used in a raise. The outer elements are not a sequence; each reads from and writes to the centre.

Where separate equity and token spreadsheets disagree

The gaps are predictable. Token-sale proceeds appear in the treasury tab but not in the cash-flow statement, or in both. The treasury is valued at the last private-round price even though most of it is the project's own token, which tends to fall exactly when the money is needed. Staking rewards are paid out of the treasury but never shown as a cost. Equity investors were promised a share of any future token in a side letter, yet the allocation table has no bucket for them.

Each discrepancy is small. Together they make a raise harder to defend, because an analyst who finds one will reasonably assume there are others. They also reach regulated documents: in the EU, a crypto-asset white paper under MiCA has to state, where applicable, the amount to be raised, the number of tokens offered and the tokens the issuer retains, as well as the issue price or how it will be set, and the management body must confirm that the information is fair, clear and not misleading¹. Figures that do not reconcile across files are hard for anyone to sign off.

An integrated model does not make forecasts more accurate. It makes the assumptions visible and consistent, so founders, investors and counsel argue about the same numbers.

Who does what across a raise that includes a token

A token round draws in more specialists than an equity round. This is the usual division of work when ColdAI is involved; the split for a particular transaction is agreed in writing at the start.

Workstream	ColdAI	Your counsel	Others involved
Instrument choice	Structuring memo comparing equity, token and hybrid options, with cap-table effects and open questions	Answers the legal questions in the memo and drafts the instruments	Tax advisers on how each option is treated for the company and its investors
Token classification	Describes the token's rights, functions and supply precisely enough to be analysed	Advises how the token is classified in each relevant jurisdiction	Local counsel wherever the token will also be offered
Token economy design	Supply schedule, agent-based simulation, treasury runway and governance stress tests	Reviews rights and governance mechanics for legal consequences	Independent auditors of the smart contracts that implement the design
Disclosure documents	Supplies the model outputs, allocation and risk inputs the document relies on	Drafts any MiCA white paper, offering document or risk disclosure	The offeror's management body, which confirms the content and carries liability for it
Materials and data room	Investment memorandum, deck, indexed data room and the diligence Q&A log	Reviews materials for statements that could create liability	Accountants for any financial statements included
Investor outreach and close	Target list, outreach sequence, conversation log, term sheet comparison and closing checklist	Confirms what may be said to whom, then negotiates and finalises the documents	A licensed intermediary wherever placing the securities requires one
After the close	Quarterly report template, KPI definitions and disclosure log	Advises on continuing disclosure duties	Auditors for the annual accounts and any treasury reporting

Typical rather than fixed. ColdAI does not place securities, give legal or tax opinions, or sign regulated documents.

Warning signs in a token design before investors see it

We look for these when a project first shares its allocation table. Each is fixable before launch and much harder to fix afterwards.

0 of 8 checked

The allocation does not reconcile to total supplyBuckets add up to more or less than the stated maximum, or the supply figure differs between the deck and the contracts.
Team and investor tokens are released in the same monthLarge first releases to different groups on one date concentrate potential selling where every holder can see it coming.
Rewards come from emissions with no source of demandIf staking or liquidity rewards are the main reason to hold, holders are paid in units whose value depends on new buyers.
The treasury holds mostly the project's own tokenRunway shrinks when the price falls, which is often when the project most needs to keep building.
Insiders alone can reach quorumWhen team and early investors can pass any proposal between them, governance rights for everyone else are nominal.
Equity investors' token rights are undocumentedWarrants, side letters or verbal promises that neither the allocation table nor the cap table reflects.
Utility depends on a product that is not yet liveUnder MiCA, an offer of a utility token for goods or services not yet in operation may run for no more than twelve months from publication of the white paper¹.
Materials talk about future token valueA MiCA white paper may not assert anything about the token's future value beyond the required risk statements¹, and marketing must be consistent with it.

What to prepare first when the timetable is tight

Sequence matters more than volume. These are the starting points we suggest; counsel may move a regulated step earlier.

If
An equity round is due within months and a token is only a possibility.
Then
Build the integrated financial model and the data room first, and record the token as an open question in the structuring memo.
Investors will diligence the business you have; a half-designed token in the deck invites questions nobody can answer yet.
If
Existing equity investors hold, or believe they hold, rights to a future token.
Then
Settle the instrument and document those rights before designing the allocation. The comparison of hybrid instruments sets out the options.
The allocation table has to carry whatever the instruments promise.
If
A public token offer in the EU is planned.
Then
Freeze supply, allocation and rights early enough for counsel to draft and notify the white paper.
It must reach the home competent authority at least twenty working days before publication¹, and late model changes mean redrafting.
If
The token is live and holders behave differently from the launch assumptions.
Then
Recalibrate the simulation with observed holder data before changing emissions or treasury spending.
Decisions taken on launch assumptions repeat the original error with real money.
If
Diligence is starting and the data room is still a shared drive.
Then
Index it to a diligence list, set role-based access and open a Q&A log before inviting any investor.
A disordered room reads as a disordered company.

Investor reporting after the close, including token disclosures

Reporting terms are easiest to set while the round is still being negotiated. We agree with management a quarterly report template, written definitions for each KPI, an update calendar and a disclosure log recording what was shared, with whom and when. Definitions matter most: if 'active users' or 'revenue' changes meaning between quarters, investors can no longer compare one report with the next.

Token projects add a second layer. Holders and investors usually want circulating supply set against the published schedule, treasury composition and spending against policy, the calendar of forthcoming releases and the outcome of governance votes. Some of this is a legal duty rather than good practice. Under MiCA, an offeror whose public offer has no time limit must publish the number of units in circulation at least monthly¹; when a published white paper has to be modified and re-notified is covered in MiCA white paper requirements. Counsel confirms which duties apply; the reporting framework makes sure the data to meet them exists.

Frequently asked questions

Does every technology company raising money need a token?

No, and most do not. A token earns its place when holders need it to use, secure or govern a network, and when that function would be weaker without a transferable asset. If the main reason for a token is to raise money faster than an equity round allows, the modelling usually shows it, because demand rests on new buyers rather than use. In that case we say so and work on the equity raise instead.

What happens if counsel's view of the token changes partway through?

The structure changes with it, in order. The structuring memo flags open legal questions at the start so that classification is settled before materials are drafted, but advice can shift as the design or the law develops. When it does, we revisit the instrument choice first, then the allocation table and vesting, then the inputs to any disclosure document, and update materials already shared with investors through the Q&A log. The timetable usually moves; launching on a structure counsel no longer supports is the worse outcome.

How early should token modelling start before a planned launch?

Earlier than most teams expect, because regulated documents depend on settled numbers. Supply, allocation, vesting and the rights attached to the token need to be stable before counsel drafts disclosures. In the EU, any MiCA white paper has its own notification and publication timetable, set out in MiCA white paper requirements. Starting the model after the launch date is fixed compresses every step that follows.

Do you support raises for projects building on Hedera?

Yes. When a project's economics depend on the network, ColdAI engineers review the on-chain design alongside the financial work, and network fees, staking rewards and the treasury are modelled as one system. Our Hedera practice covers the network itself. The same method applies to other ledgers: the network changes the inputs to the model, not the discipline behind it.

Will you introduce us to investors?

Investor targeting is part of the service, and the target list, outreach order and process type are decisions you take (see the process above). What may be said to whom depends on the instrument and the jurisdictions involved; where placing securities needs a licensed intermediary, one is engaged. We do not promise that any investor will commit.

Sources

Regulation (EU) 2023/1114 on markets in crypto-assets (MiCA) — EUR-Lex