Background

The Sandbox is a leading open metaverse platform where players, creators, and brands can build virtual experiences, own digital land, and monetize NFTs and in-game assets.  It sits at the intersection of gaming, digital culture, and blockchain, with partners ranging from global brands to world-famous artists and musicians.

Our relationship with the founders began before The Sandbox as it’s known today. We represented them on their previous startup and its successful sale to Animoca Brands. That transaction created a foundation of trust—and a relationship with Animoca—that would become important when the concept for a new, blockchain-native metaverse began to take shape.

Soon after the sale, Animoca and the founding team launched what would become The Sandbox. Rubicon was there from day one.

The Challenge

Launching and scaling The Sandbox meant solving several hard problems at once:

• Incorporating and organizing a new venture in Hong Kong while maintaining credibility with US and global investors.

• Structuring and documenting early financing and token sales in a rapidly evolving regulatory environment.

• Building toward a large, institutional Series B round that would involve investors on four continents, all with different expectations and risk tolerances.

• Harmonizing Hong Kong law, local counsel requirements, and US-style venture standards so that global investors—and particularly a lead like SoftBank—could get comfortable.

This wasn’t just a funding round; it was a multi-year project to make a category-defining company “venture-ready” at metaverse scale.

Our Approach

From Founders’ Idea to Metaverse Company

Because we had already worked with the founders on their prior exit, we understood how they thought about product, community, and long-term value.

We helped them:

• Structure the initial organization and governance for The Sandbox under Hong Kong law, in coordination with local counsel.

• Put in place early funding arrangements and token sales that could support development of the SAND token and virtual land economy, while being mindful of how those instruments would be viewed by later-stage investors. 

We were there not just as paper-pushers, but as early strategic sounding boards on how equity, tokens, and control could fit together.

Laying the Groundwork for Institutional Capital

As The Sandbox’s profile grew—alongside the broader NFT and metaverse wave—the stakes increased. The company wanted to raise a significant Series B round that would both accelerate growth and signal long-term credibility.

Over months of preparation, we worked hand-in-hand with the team and with Hong Kong counsel to:

• Model and refine a complex capitalization, including equity, SAFEs, token-related instruments, and tokenized warrants.

• Design governance and financing terms that felt familiar to US institutional investors while still functioning properly under Hong Kong law.

• Coordinate with Animoca as parent company and with investment bankers helping to shape the round.

• Anticipate and address diligence questions.

The process was meticulous. We had to ensure that everything would withstand scrutiny from a global lead investor and a broad syndicate.

Executing the $93M Series B

The culmination of that preparation was a US$93M Series B financing led by SoftBank, the fund’s first investment into crypto assets and open metaverse infrastructure. 

Closing that round required:

• Coordinating investors across four continents, each with their own counsel, internal processes, and risk frameworks.

• Managing months of detailed due diligence on technology, tokenomics, IP, and governance.

• Converting existing SAFEs and related instruments into the new structure without disrupting economic expectations.

• Finalizing governance, protective provisions, and information rights in a way that aligned the founders, Animoca, SoftBank, and the rest of the syndicate.

It all came together in a memorable way. After a long diligence and negotiation process, we hopped on a flight to New York to secure final signatures from the founders at the NFT.NYC conference—sealing the deal literally moments before Steve Aoki took the stage.

Results

The Series B financing cemented The Sandbox as one of the flagship projects of the open NFT metaverse: a well-capitalized platform with a global investor base and the backing of a premier institutional lead. 

For The Sandbox and its founders, the outcome included:

• A global, institutional cap table anchored by SoftBank.

• A governance framework capable of supporting continued innovation, partnerships, and future token and equity initiatives.

• A structure that balanced the interests of the parent company, founders, investors, and the broader community.

For Rubicon, the relationship didn’t end at closing. A former member of our team now serves as general counsel of The Sandbox, continuing the work we began together and reflecting the deep trust built over years of shared problem-solving.

For founders and executives reading this, the lesson is straightforward: when your company operates at the frontier—whether that’s web3, cross-border structures, or both—you need a firm that can translate between worlds: founders and funds, tokens and equity, US standards and international law. That’s the role we played for The Sandbox, and it’s the kind of work we love to do.