Michael ZhaoAPAC / WEB3 / EARLY STAGE
FIELD NOTE / 03 / Deal structure

Map Value Flow before Choosing Token or Equity

A company, protocol, foundation, and token can hold different rights inside one project. The structure only makes sense when value creation and control are traced across them.

Inventory the entities

List the operating company, protocol governance, foundation, contributors, and investment vehicles. Assign control, economic rights, intellectual property, allocations, and information access.

When important rights sit in separate entities, neither an equity percentage nor a token balance describes the complete position.

Trace value as it exists

Product revenue may accrue to a company while network fees flow elsewhere. A token may coordinate governance or incentives without a direct claim on either.

Future capture mechanisms must remain hypotheses, with their regulatory, technical, and governance dependencies exposed.

CHECKPOINTS+Ownership of intellectual property+Revenue and fee routes+Issuance and unlock mechanics+Decision rights+Information and protection terms

Test for misalignment

A team may build protocol value while holding mostly corporate equity. Token holders may absorb volatility without cash-flow rights.

Misalignment is not an automatic rejection. It is a reason to compare incentives across scenarios and locate pressure points.

Design a path for change

Early projects will revise products, jurisdictions, and launch plans. Documents should specify who can make material changes and when investors are informed.

A robust structure does not predict every turn. It gives consequential changes a legible process.