A token sale is a securities question wearing a technology costume. Whether the sale needs a registration, an exemption, a licensed platform or nothing at all turns on how the token is sold, what is promised to buyers and where those buyers sit — not on what the token technically does.
We work the exemption analysis first, because it determines everything downstream: the marketing you may run, the jurisdictions you may accept money from, the disclosures you must produce and the platforms that can legally carry the sale.
Where a compliant public offering is viable, we build the structure to close it. Where it is not, we design a private or restricted route that achieves the raise without creating unmanageable exposure — and we tell you plainly which one you are looking at.
- You are planning a token sale and cannot say which exemption, if any, applies.
- Your community or marketing activity may already have crossed into a public offering.
- You need to choose between a public sale, a private placement and a tokenized securities route.
- An exchange or platform has asked for a legal opinion you do not yet have.
The exemption drives the sale
Which exemption you rely on sets who can buy, how you may market and what you must disclose. Choosing the token design before the exemption is how sales end up unsellable in the markets that matter.
Marketing is the usual failure point
Publicity, community and affiliate activity are frequently what pushes a sale into a regulated offering. We set the perimeter before the campaign, not after a regulator notice.
Structure to close, not just to file
A sale that satisfies counsel but cannot attract buyers or reach a platform is not a raise. We plan the platform, the custody and the settlement alongside the legal position.
- Token classification and exemption analysis across target markets
- Sale structure, entity and issuance architecture
- Offering documentation — white paper, disclosures and subscription materials
- Marketing, community and affiliate perimeter guidance
- Platform, custody and settlement selection
- Investor onboarding, KYC/AML and cap-table coordination through to close
- 01
Classify the token and the sale
Two separate questions: what the token is, and how it is being sold. The intersection of those two answers decides the whole pathway.
- 02
Pick the exemption and the markets
A registry of permissible buyers and jurisdictions, derived from the exemption rather than the other way round.
- 03
Build the offer documents
Disclosures, subscription terms and risk factors prepared to the standard a platform or institutional buyer will actually diligence.
- 04
Set and police the perimeter
Marketing, community, affiliate and PR activity bounded before it starts, with review so it stays inside the line.
- 05
Run the sale
Platform integration, onboarding, settlement and a documented close, including the post-sale holding and reporting position.
Exemption and pathway read
A written determination of what the sale may lawfully be, in which markets, with the disclosure consequences named.
Full sale programme
Structure, documentation, perimeter and platform managed end to end through to close.
Pre-listing diligence support
Preparing the legal file an exchange or platform requires when you are already mid-raise.
- Teams looking for an opinion that permits a public sale they have already advertised.
- Projects with no discernible use case for the token beyond funding the raise.
No. It depends on the token, the promises attached to it, how it is sold and to whom. A genuinely consumptive utility token sold privately can sit outside securities regimes in many markets, while the same token sold publicly with profit expectations may not. That is why we separate the token question from the sale question.
Sometimes, under specific exemptions and with real restrictions on resale and marketing. Frequently the cleaner answer is to exclude US persons from a public phase and run a properly-papered private round for US participants. The decision is commercial as much as legal, and it should be made before the campaign launches.
It changes the work, not the value of it. We take the facts as they are, establish what the announcements have created, and build the most defensible route available from here — which may mean restructuring the audience, the marketing or the instrument.
We write or review the legal and disclosure content and coordinate with your technical and marketing teams on the rest. The disclosure has to be accurate and defensible; the narrative is yours. Where a market requires an offering memorandum or prospectus-style document, that is part of the engagement.