Chapter 02 of 10
The Offering · Vol. 02 No. 01
The Statute · 02
September 2026 · London
Pathways that exist, pathways that are proposed, pathways that are folklore · United States
Existing US families, spoken as families
Private. Exempt. Registered. Not “the crypto Reg A,” unless counsel says that sentence.
US federal securities offering law is a system of registration and exemptions, plus antifraud, plus a thick overlay of how digital assets have been treated in courts and by the Commission. Issuers who intend to offer a crypto-asset that may be a security typically sit with US securities counsel and discuss families that already exist: private placements to a defined class of persons, often associated with Regulation D; offshore offers associated with Regulation S; crowdfunding associated with Regulation CF, with its caps and intermediaries; Regulation A as a mini-registration regime with its own conditions; full registration. Each of those words is a family, not a sticker.
What the families share, operationally: they are picky about who is solicited, how, with what disclosure, with which intermediaries, and what is filed. They are picky about general solicitation in some lanes and not others. They are picky about resale. They are picky about paying people a success fee to find buyers. That last pickiness is why this house does not take a percentage of raise. Transaction-based compensation sits next to arranging. We are not arranging.
US families, as an issuer should discuss them — not as we underwrite them
Names are public categories. Fitness is a legal conclusion we will not draw.
- Not offering
- No US solicitation of a purchase. Campaign is product and entity. Often the adult default.
- Private / exempt
- Defined persons, defined process, counsel-run. “Community round” is not a synonym.
- Reg A / CF cousins
- Live regimes with caps, intermediaries, disclosure. Not a Telegram with better copy.
- Registered
- A registration statement. Slow, expensive, real. Not a whitepaper PDF.
- Proposed tailored
- Planning energy is real. The path is not live because a title exists in a release.
Harbor wanted the last row to be the first. That inversion is the most common US error on this desk. Planning around a proposal is rational. Shipping a retail window because a proposal exists is not. Read the Vol. 01 feature on proposed Regulation Crypto Assets. Then keep proposed titles out of the hero.