The SEC and crypto: the answer is Rule 261
A few years ago, we spent a lot of time with the Staff of the Division of Corporation Finance discussing
November 11, 2024
North Capital is a financial technology firm and registered broker-dealer focused on private and other exempt securities, providing agency brokerage, escrow services, secondary trading, and custody powered by its industry-leading API technology.
https://www.northcapital.com
Wefunder has been the largest Regulation Crowdfunding platform every year, since the Reg CF rules went into effect in in 2016. Thousands of founders have raised capital on Wefunder — including Mercury Bank, Substack and Replit, who each raised $5 million in a day from thousands of their customers and community members. To learn more about Wefunder, check out our website.
DealMaker is a pioneering force in the world of investing, on a mission to make online capital raising mainstream. DealMaker’s groundbreaking digital platform transforms the capital-raising process into simple eCommerce, empowering founders and CEOs to raise capital both from their own communities and through strategically marketed online campaigns. Our integrated suite includes compliance, transfer agents, broker-dealer services, IR tools, and marketing solutions. With $2 billion in investments powered to date, DealMaker leads the industry in online capital raises.
https://www.dealmaker.tech/
Vstock Transfer is an SEC-registered stock transfer firm serving private companies, IPOs, and issuers listed on the NYSE American, Nasdaq, and OTC Markets. Vstock Transfer is owned and managed by attorneys and a team of professionals who have spent their careers working with issuers on all aspects of initial public offerings, follow-on public offerings, private placements, Reg A, proxy solicitations, DTC eligibility, SPACs, reverse mergers, and stock transfers.
https://www.vstocktransfer.com
StartEngine is one of the largest equity crowdfunding platforms in the U.S. StartEngine was launched in 2015 with the mission to help entrepreneurs achieve their dreams, while enabling everyday people to access private investment opportunities. Combined with its recent acquisition SeedInvest ($470M in historical funding), today StartEngine has a joint community of 1.8 million that has collectively committed over $1.2 billion in startups. One beginning in 2020, Shark Tank’s Kevin O’Leary also joined StartEngine as a strategic advisor and spokesperson.
https://www.startengine.com
Manhattan Street Capital helps companies to raise up to $75 million in growth capital per year and go public using Regulation A+. We advise you through the entire capital-raising journey to achieve a successful offering. Our website technology integrates easy-to-use and cost-effective payment processing and investment processing services to make your offering work efficiently on a custom page dedicated to your offering on Manhattan Street Capital.
https://www.manhattanstreetcapital.com
Non-listed companies have more opportunity than ever to raise capital. However, having investors adds an additional layer of administration when it comes to managing your cap table, tracking your investors’ holdings and communicating with them regularly. As a registered transfer agent, Computershare has built a strong business providing secure recordkeeping and communication services for thousands of companies and millions of investors. Partner with us and you’ll get the personal attention you need from our dedicated, responsive private markets team. https://www.computershare.com/us
dbbmckennon is a full-service, PCAOB Registered Certified Public Accounting firm, providing audit, tax, and consulting services to individuals and businesses through our offices located in Southern California. We deliver a more personalized service with the highest level of professionalism. In addition to specializing in SEC audits and reporting, dbbmckennon is the leading PCAOB registered CPA firm in the U.S. for companies conducting equity crowdfunding under Regulation A+ (Reg A+) and Regulation Crowdfunding (Title III of the JOBS Act).
https://dbbmckennon.com
Toppan Merrill is a global leader committed to simplifying the complexity of regulatory disclosure and regulated communications. We are an innovative and trusted partner for the corporate, legal, financial, and health plan markets. Through consultative technology, expert knowledge, and service excellence, Toppan Merrill is continuously improving the process of creating compliant communications for capital markets transactions, regulatory disclosure filings, shareholder and member communications, and sustainability reporting. Learn more at www.toppanmerrill.com
Where everyone (18yrs+) can invest in real estate. Build a better city. Invest.
https://www.smallchange.co
Artesian CPA firm specialized in audits and reviews for crowdfunding offerings.
http://www.artesiancpa.com
Issuance is a leading SaaS investment platform for online capital raising. We offer a fast checkout for securities so that your customers, fans and followers can seamlessly invest in your business.
https://www.issuance.com/
Rialto Markets is a technology company at the crossroads of fundraising, trading, and building marketplaces in the private market. Combined with a FINRA member broker dealer and SEC qualified Alternative Trading System, Rialto Markets empowers companies to build their own marketplace, raise money in the primary market, and trade any private company in the secondary market electronically. Built by financial services veterans from the likes of Goldman Sachs, Citadel, and Morgan Stanley, Rialto Markets is transforming capital formation and trading in private markets. Rialto Markets is headquartered in New York City. www.rialtomarkets.com
Fruci & Associates specializes in providing audit and attest services for smaller reporting companies and new issuers looking to raise capital via alternative equity crowdfunding methods. With an experienced team of professionals that has decades of combined experience, we are committed to delivering exceptional and quality work that ensures compliance with the appropriate accounting and regulatory requirements of our clients in a streamlined and cost-effective manner. https://www.fruci.com
Andes Capital is a boutique brokerage and financial services firm, committed to innovative strategies in public and private markets. We offer tailored solutions with precision and expertise, focusing on the unique needs of our institutional and retail clients. Specializing in private market complexities, Andes Capital also stands out for its specialized crowdfunding services, offering unique investment opportunities and alternative financing solutions to enhance portfolio diversification and meet specific financing goals.
Mundial Financial Group LLC is a Broker Dealer registered in all 50 states and acts as the intermediary for Reg CF, A, and D Offerings. Mundial is exited to announce that it has partnered with Spark Market Technology, LLC, as its technology provider. Mundial now operates SparkMarket and uses it to oversees private capital market activities. Mundial can now deliver more listing opportunities to potential investors on SparkMarket through co-listings and syndication with other broker dealers. Equally important is Mundial’s investor outreach strategy using technology native to SparkMarket. These evolutions will be a win for both issuers and potential investors.
https://mundialfinancialgroup.com/about-us
Mainvest supports local small business ecosystems by allowing the community to invest directly into local small businesses while providing access to capital on friendly terms for entrepreneurs.
https://mainvest.com
Atlas Rd specializes in guiding founders and executives on the path to raising capital online. Our services include management of the entire capital raise process for Reg A+, Reg CF, and Reg D. This includes fundraise strategy related to pricing, valuation, and deal terms, as well as marketing strategy, content creation, sourcing/management of all key vendors and services, including funding portal/platform, marketing agency, auditor, legal/regulatory, investor relations, investor acquisition, and creative.
http://www.atlas-rd.com/#our-services
VerifyInvestor.com is the leading resource for the verification of accredited investors, qualified purchasers, and qualified clients as required by federal laws. We support custom verifications as well. Our verification and certification services are simple, reliable, and secure so companies and investors can focus on raising capital and investing.
https://www.verifyinvestor.com
The Entoro Group is a boutique investment banking group, and a top choice for Regulation A+ and Regulation CF crowdfunding broker-dealer services through Entoro Securities, LLC. We are fully equipped to meet baseline compliance requirements (broker-dealer of record) and, if required, full investment banking services. Additionally, Entoro has contacts within little-known but powerful media and distribution channels crucial to a successful fundraise, and can also connect clients to our network of alternate financing providers. We support your raise with an in-house listing solution (OfferBoard®) and provide third-party valuation services (Clear Rating affiliate).
https://www.entoro.com
A few years ago, we spent a lot of time with the Staff of the Division of Corporation Finance discussing
This is mostly a classic run-away-with-the-money case, combined with a bunch of misleading statements and omissions. But there are a
I was thinking of calling this series “Fraud of the Month” but didn’t want to go that far. You may