Chapter 02 of 09
The Offering · Vol. 02 No. 01
The Statute · 02
September 2026 · London
Classify the instrument before you name the campaign · Facts
The fact pattern is the classification
Designers think in mechanisms. Later readers think in what was promised, to whom, for what.
Counsel, in any serious jurisdiction, will reconstruct a fact pattern. What did the holder pay, if anything? What did they receive? What did public statements say they might receive later? Whose efforts would make that later valuable? Was there a common enterprise? Was there a market, implied or stated? Was the asset consumable in a live product at the time of the transfer? Did the team retain the ability to change the economics? Were purchasers dispersed, solicited, or both?
Those questions are not a US-only hobby. They are how a later reader decides what happened. A UK promotions analysis cares what a communication was capable of inducing. A MiCA analysis cares which statutory category the asset falls into, and whether a whitepaper and a CASP perimeter are in play. An exchange’s listing diligence cares whether they are taking on a transfer of an unregistered security, an ART, an EMT, or a mess. Your campaign is part of the fact pattern. That is why classification cannot follow the campaign. The campaign is evidence.
Facts this house will insist you write down
A fact sheet, not a Howey memo
- 01Consideration: did anyone give value, including services, discount, or “earn.”
- 02Deliverable: a right, a tool, a claim, a vote, a receipt, a hope, nothing yet.
- 03Use today: can the thing be consumed in a live product without a story about price.
- 04Reliance: would a reasonable buyer think the team’s future work is the point.
- 05Transfer: can it be freely sold, and did you talk as if that were the point.
- 06Statements: every public sentence that bears on value, listing, or return.
If the design changes — and token designs change — the fact sheet is versioned. Classification that is six months old on a different instrument is a relic. Relics in a data room are how counterparties decide you are not in control.