Ready to Raise?

From what it is — to how you’ll fund it.

One rule for the room: ask anytime. The checkpoints are your micro-breaks.

Nicholas Chong

Four forks. One route — yours.

Your phone answers each fork as we go — and builds your Raise Route card by the end.

A quick map of the next two hours.

• Five checkpoints — one after each section. Answer 2–3 quick questions on your phone; it helps me read the room live.
• You’re building a scorecard. Your answers assemble a personal Raise Route card by the end — instrument, perimeter verdict, weakest layers, worth-it.
• Ask anytime, in the app. Tap “Ask a question” whenever — I’ll pick them up and answer as we go.

Phones out and kept out — this session runs on them.

Every company rides the same escalator.

Most of this room is on steps 3–4 — today is about the rails that take you up the next one.

What each funder actually wants.

Our own VC round: 7 VCs pitched, 3 ghosted us, 2+ years offer-to-close — know your judge before you queue.

What are you actually selling to funders?

Everything else is packaging — and each of the three can be traditional or tokenised. Hold that thought.

This market is real.

A pizza shop out-raised the startups.

Ordinary companies raise here. Your customers become your investors.

The escalator, ridden.

Started with the crowd on pitchIN in 2020 — now closing a sovereign-backed Series C. Each figure below is money raised that round — not valuation.

Profitable today, two sovereign backers, 10M+ customers — started with the crowd on pitchIN.

What you sell decides the rail.

And when holders want out: PSTX for private shares, DAX listings for tokens. The rail you pick decides your regulator, your investors and your timeline.

Two different things get called a “token raise.”

Get this fork wrong and you’ve planned the wrong 12 months.

Tokenised equity is still equity.

Regulation follows the instrument — not the technology.

Written into law: the Prescription Amendment Order 2025 (in force 9 Jan 2025) — tokenised shares and bonds are securities, full stop.

Five acronyms. One question: who vets the deal?

“STO” isn’t a legal category here — the underlying instrument is.

The twin — or the native.

Status: detailed tokenised-CMP framework consulted May 2025 — final guidelines still pending. Until then: twin, pilot-first, consult the SC.

How the twin is actually built.

No separate “STO law” — you tokenise a security you already raised, the legal way.

The grown-ups are already tokenising.

Your utility token: raising, or selling?

Same token, two different laws. Answer this before you pick a venue.

Four doors. No “best” one — trade-offs.

The door decides your investors, your promo rules and your timeline. Pick it before the tokenomics deck.

Tokenised raise? Here’s who you talk to.

The moment you invite the public, the rail stops being optional.

TCF issuer eligibility

“I want to launch a token” — your options.

This map is the segment in one picture — your phone runs the same test at the perimeter checkpoint.

Same word, two very different timelines.

The twin adds tokenisation after the raise. TCF adds months before it. Budget accordingly.

Protection is why the crowd shows up.

• Trustee-held funds — investor money never touches you until the raise succeeds.
• Full refund if it fails — all-or-nothing campaigns, by design.
• A KYC’d crowd & regulated custody — everyone in the room is identified; tokens sit with a regulated custodian.
• KYT-gated withdrawals — tokens leave the platform only through screened routes.

Regulation is a distribution feature, not a tax — it’s what lets strangers fund you.

The full arc: raise → utility → listing.

A working auction platform, a real user base, real token utility — then the raise.

Same rail. Thirteen investors.

Same platform, same regulator, same framework. Hold that thought — Segment 5 explains the gap.

Your journey doesn’t end at a successful raise.

You’re not choosing a raise — you’re choosing a runway.

The SC doesn’t regulate Web3. It regulates activities.

Ask what you’re doing, not what you’re building.

Investors aren’t liable. Operators are.

• Investors may buy anything, anywhere. Even scam victims aren’t “at fault” — their only duties are tax and AML.
• Accountability sits with the business. If an activity should be licensed and isn’t, it’s the operator who answers for it.
• The tripwire: active promotion. Unregulated players may not actively market to Malaysians — that’s the line cases actually turned on.

First question on the regulator’s desk was never who bought it — it was who sold it, and how.

Four questions decide the perimeter.

The bright line: a token sold to BUILD the thing = fundraising = security · access to a thing that ALREADY WORKS = product. The label is irrelevant — substance wins.

Then regulation follows the asset.

The morning session called this the legal wrapper. This is its regulatory face: the wrapper picks your regulator.

The token never holds the asset — the wrapper does.

Structure the wrapper first — the token only ever carries what the wrapper gives it.

Gold is a different claim.

Same “asset-backed token” label — but a claim on grams is not a share. The wrapper decides which law you’re in.

Gold, walked through the test.

Outside the SC doesn’t mean easy — it means a different regulator, and no capital-markets distribution.

Grey areas are normal.

• MYRC — Malaysia’s first ringgit stablecoin, live in public beta. There is no licensing regime for it yet. That’s not a loophole; it’s a frontier.
• BNM’s DAIH pilots are running — StanChart + Capital A on a ringgit stablecoin; Maybank + CIMB on tokenised deposits. Policy clarity promised end-2026.
• PeerHive — SC sandbox cohort Nov 2025, shut down Jun 2026. First-hand: the settlement rail its model needed didn’t exist yet.First-hand

The rail PeerHive needed is being built right now — under supervision, with clarity due end-2026.

Regulators care about outcomes — and how your tech delivers them.

• Transfer restrictions in the token contract → AMLA screening enforced at every hop — not just at onboarding.
• An on-chain registry → an audit trail the regulator can inspect, not request.
• Programmatic caps → investor limits that can’t be fat-fingered.

Compliance isn’t a PDF — it’s built into the stack. Show the regulator the outcome your tech guarantees, and the conversation changes.

Four layers — no skipping.

What exactly does the holder own?

• 100% of the ordinary shares of a Malaysian-run commodities group — held by a Labuan trust as nominee since 2019.
• The token carries the beneficial interest: dividends and voting pass through to holders.
• The share register is the legal truth. The token is the mirror — lose the token model, the shares still exist.

Define the rights bundle first. The token only ever carries what the wrapper gives it.

Identity: more than one way to make it work.

Find the model your asset, your buyers and your regulator all accept — then write it into the design, not the FAQ.

The money leg is Malaysia’s real bottleneck.

• No licensed ringgit stablecoin exists. MYRC is in beta; BNM’s pilots are running; policy clarity is promised end-2026.
• This is the exact wall PeerHive hit — a sandboxed, SC-selected model that couldn’t settle on-chain in ringgit.First-hand
• Today’s workaround: fiat rails + a trustee for the money leg. Tomorrow: tokenised deposits (Maybank + CIMB pilots) are coming.

Design your model to survive on today’s rails — and upgrade when the ringgit goes on-chain.

Custody decides who’s allowed to buy.

Custody isn’t plumbing — it’s a distribution choice: it decides who’s ALLOWED to buy from you.

The collapse that proved the rules.

• 2025: the Singapore parent collapses. Founder arrested — roughly S$2.6M left against S$266M owed.
• The Malaysian entity survived. Client assets were ring-fenced under SC segregation rules — untouched by the parent’s implosion.
• The rebirth: rebranded Kinetic DAX; Kenanga upped its stake — Malaysia’s first bank-backed digital asset exchange.

Regulated custody isn’t bureaucracy. It’s what saved the Malaysian clients.

You don’t build these rails. You rent them.

Every layer has a licensed operator with a rate card. These are the SC’s registered lists — pick on fit, not fame.

Almost anything can be tokenised. Not everything should be.

• Many small buyers you genuinely can’t reach through conventional channels.
• The asset gains something real from fractionalisation or programmability.
• A real secondary market can plausibly exist — not just be promised.
• Your counterparties will actually accept digital settlement.

If none of these apply — the traditional route is cheaper and faster. That’s not a failure; it’s an answer.

BidNow vs Frac: the community variable.

The token doesn’t sell itself — your community does.

The plumbing works. Where’s the market?

Live since 2019, still running — and still barely trading. A price is not a market.

What tokenisation does not give you.

• Property tokens resell at ~2% globally (The Star, Jun 2026) — and a token is not a land title without a blockchain land registry.
• ASX abandoned its CHESS blockchain replacement — a national exchange, with national-exchange money: too early, too ambitious.
• Blockchain Capital’s fund token traded at ~50% below NAV — liquid in theory, discounted in practice.

Tokenisation promises liquidity. Liquidity comes from buyers — not from tokens.

What tokenisation does give you.

The real payoff is mostly at the asset-servicing layer — not liquidity.

But tokens are tools — the value is the underlying business and how you design them, not the token itself.

Row by row, no romance.

The token reliably wins one row. Make sure that row is real before paying for the other four.

Sometimes the answer is no token.

• Raising <RM5M from your own customers? Plain ECF. Cheaper, faster, proven.
• Selling gold? Sell gold. The Gold Exemption Order has worked fine since 1986.
• B2B with 10 customers? You don’t need 10,000 token holders — you need 11 customers.

Tokenise because it earns its keep — not because it’s 2026.

Fundraising is a sales process.

• Build the list — research and qualify funders like a sales pipeline. Warm intros convert; cold decks mostly don’t.
• Work the pipeline — meetings, follow-ups, momentum. Every no gets you closer to a yes.
• Prep is the hardest part — data room, financial model, projections, pitch deck. Budget 3–6 months before money moves.

Mark Suster’s rule — and true on every rail in this deck. The raise is a campaign, not an event.

Campaigns succeed on three multipliers.

Mokky’s ran its raise openly on Threads — 924 investors. BidNow walked in with 20,000 users. The crowd was the campaign.

Raise from strength — not from fumes.

• The runway rule — start raising while you still have 6–12 months of cash. Desperation prices badly.
• A realistic valuation — there is no formula. Price for the next round, not the ego.
• Know the dilution norms — seed 20–30%, Series A ~25%. Plan the whole journey, not one round.

Three to six months, start to money-in-bank — put it in the calendar before you need it.

Here’s what this cohort looks like.

Two or three volunteers: what route did you get — and do you agree with it?

The ready-to-raise checklist — two tiers.

The left column is the real gate — arrive with it done and you skip months.

All of this is recent.

Regulated is where the momentum is.