What we will say about US classification, and what we will not

US federal securities analysis for many crypto-asset offerings still begins with a fact-intensive investment-contract inquiry associated with Howey and the cases and Commission statements that followed. That sentence is already as far as this house will go in public. We will not apply Howey to your token in a Sprint workshop. We will not say you are “clearly a utility in the US.” We will not say a proposed tailored regime has replaced the inquiry. We will not say a tweet from an official is a staff no-action.

What we will do is keep US-facing language from smuggling a conclusion. No “SEC-approved.” No “not a security” on a homepage. No “Reg CA-compliant.” No retail invitation to US persons without a path counsel has named. If US persons are out, they are out in the geography lock and in the channel controls, not only in a footer.

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