Evonova Group Inc. Reg D (506c) & Reg S SAFE Structure Explained

Raising capital in today’s regulatory environment demands precision, transparency, and institutional-grade execution. Evonova Group is meeting that standard through its $21 million funding round, structured under a dual U.S. Securities and Exchange Commission (SEC) exemption: Reg D Rule 506(c) for accredited U.S. investors and Reg S for eligible non-U.S. participants. The instrument of choice is a SAFE (Simple Agreement for Future Equity)—a widely adopted investment contract pioneered by Y Combinator that offers simplicity, speed, and investor-friendly terms. 

This article unpacks the structure of Evonova’s raise, including how the SAFE works, compliance protocols, and the institutional systems in place to protect investors while offering high-quality exposure to Bitcoin infrastructure growth. 

What is a SAFE and Why Use It? 

A SAFE is a legal agreement that grants investors the right to obtain equity in a company at a future date, typically when a priced equity round occurs. Unlike convertible notes, SAFEs do not accrue interest or have a maturity date, making them simpler for both issuers and investors. 

Evonova’s SAFE includes: 

A post-money valuation cap of $70 million. A 30% allocation of company equity reserved for the SAFE round. Conversion into equity during the company’s Series A round (planned for 2028) or upon a qualifying liquidity event 

This model allows early investors to gain exposure at a favorable valuation while avoiding the complexity and delays associated with traditional venture capital rounds. 

Reg D Rule 506(c): For U.S. Accredited Investors 

Evonova’s offering is conducted under Rule 506(c) of Regulation D. This exemption permits the company to publicly market the offering, provided that all investors are verified as accredited under SEC guidelines. 

Key compliance elements include: 

• Third-party investor verification to confirm accredited status 

• Detailed risk disclosures and offering documents 

• Legal opinion issued by Tier 1 securities counsel 

• Investor onboarding via trusted platforms and custodians 

Investors are guided through a clear process that ensures regulatory alignment while streamlining capital commitment. 

Reg S: For Non-U.S. Investors 

In parallel, Evonova’s raise is available to international investors under Regulation S, which allows for fundraising outside of the United States without registering the securities with the SEC—so long as the offering is not directed at U.S. persons. 

International investors benefit from: 

• Clear geographic eligibility standards 

• Professional onboarding and jurisdiction-specific compliance review 

Together, Reg D and Reg S allow Evonova Group to attract both U.S. and international capital while remaining fully compliant. 

SAFE Issuance Through Mercury Bank 

Evonova has partnered with Mercury Bank, a U.S.-based digital-first financial institution known for supporting high-growth startups. All SAFE agreements are issued through Mercury’s fundraising infrastructure, enabling: 

• Secure document execution via Mecury Bank 

• Real-time capital tracking 

• Integrated KYC/AML compliance 

This system ensures that every transaction is audit-ready, institutionally secure, and aligned with best practices. 

Automated Cap Table Management 

All investor entries, SAFE allocations, and equity conversion rights are tracked using automated cap table software—similar to platforms like Carta or Pulley. This allows for: 

• Instant equity allocation updates 

• Seamless conversion tracking during Series A 

• Full transparency into ownership structure 

• Downloadable investor reports and audit trails 

Evonova’s goal is to provide institutional investors with the same caliber of reporting and clarity as they’d expect from public companies or venture-backed SaaS startups. 

Tier 1 Legal Oversight 

To ensure full compliance and legal integrity, Evonova has retained Tier 1 U.S. securities counsel with experience in blockchain, digital asset fundraising, and SEC-regulated offerings. This includes: 

Preparation and review of all offering documents 

• Issuance of a legal opinion letter covering Reg D and Reg S compliance 

• Oversight of investor onboarding procedures and disclosures 

This level of legal diligence ensures that both the company and its investors are fully protected across jurisdictions. 

Dedicated Private Account Managers for Every Investor

Every investor in the SAFE round will be assigned a dedicated account manager. This team member will serve as your direct point of contact, providing: 

One-on-one support during onboarding 

• Access to documents, reports, and timeline updates 

• Answers to compliance, operational, or technical questions 

• Ongoing communications as the company progresses to Series A 

Evonova understands that high-net-worth and institutional investors require a premium level of service, and we are committed to delivering that at every stage. 

Planned Series A and Share Tokenization 

Following the 36-month operating period beginning in January 2026, Evonova plans to launch a priced Series A round. This round will set the company’s equity valuation based on: 

• Size and composition of the Bitcoin treasury 

• Mining infrastructure output 

• Revenue and scaling from NFT-based real-world asset tokenization 

Upon completion of the Series A, all SAFE agreements will convert into equity, and shares are planned to be tokenized and made tradable via platforms like tZERO—offering post-Series A liquidity without requiring a traditional IPO. 

Secure, Compliant, and Investor-Aligned 

Evonova’s SAFE structure is not just a funding vehicle—it’s a blueprint for transparent, non-dilutive, and yield-aligned capital formation. With issuance through Mercury Bank, automated cap table software, Tier 1 legal counsel, and personal investor support, Evonova offers a secure, compliant, and forward-thinking approach to early-stage digital asset investment. 

For accredited investors seeking exposure to Bitcoin infrastructure, mining-based compounding strategies, and real-world asset tokenization—without token inflation or equity dilution—Evonova represents a new standard in compliant capital formation. 

This article is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy securities. Investments in private companies are speculative and involve significant risks. Accredited investor verification and appropriate legal review are required.