The words that pretend to be a legal conclusion

Marketing language tries to borrow the authority of a statute. It is an old trick. In this cycle the borrowed words are specific: “Reg CA-compliant,” “SEC-approved offering,” “the crypto Reg A,” “retail-ready in the US,” “waiting on the exemption.” Each of those phrases smuggles a conclusion that a services firm is not entitled to draw.

Compliant with what? A proposal does not have a compliance state. Approved by whom? The Commission does not approve your homepage because you used its vocabulary. Retail-ready is a distribution claim dressed as a legal one. If a founder wants to talk about US persons, they need counsel, an offering path that exists, and a claims register that does not launder a hope into a fact.

We see the laundering most often in three artefacts: the hero line, the FAQ, and the creator brief. The hero line wants to say the offering is inevitable and blessed. The FAQ wants to say “is this legal?” and answer with a statute number. The creator brief wants a short way to say “this is the regulated path.” All three should be rewritten until they describe the product, the entity, the market, and what is not happening.

There is a legitimate public sentence available to almost every team we would take: we are an incorporated issuer; we have a product or testnet; we are not conducting a public token sale at this time; we are not asking you to buy. That sentence is smaller than a regime. It is also true more often. Truth scales better than a title.

If the team is in fact preparing a US offering under an existing regime — a private placement, a registered offering, something counsel can name without squinting — that is a different row. Name the path counsel names. Do not upgrade it with a proposed nickname. Nicknames are how counterparties decide you are not serious.