Crytpocurrency, ICOs, Utility Tokens and Blockchain
example of our representative clients and matters
- Represent ClearCoin on utility token offering for its ICO.
- Counsel CoinGenius on ICO issues.
- Advise CoinFlip on ICO and money services business license issues.
- Counsel Presence PBC on ICO issues and securities offerings.
- Advise consultant of ATMCoin on ICO compliance issues and US operations.
- Represent buyer of multi-million mining operation in Sweden and corporate issues.
- Advise consultant of AppCoins on advisory relationship and activities.
- Advise clients on money services business and money transmitted licensing requirements under federal and state laws.
- Render opinions on New York Bitlicense regulations.
- Draft, review and comment on White Papers for blockchain technologies, ICOs, utility token offerings and cryptocurrency issues.
- Draft Purchase and Sale Agreements for ICOs and utility token offerings.
- Draft, review and revise terms of services and terms of conditions for ICOs and utility token offerings.
- Strategic planning for ICO and utility token offerings.
- Technical implementation of ethereum blockchain.
- Advise on fund formations utilizing cryptocurrency trading strategies.
- Advise on ETF issues for bitcoin and other cryptocurrencies.
- Advise on international ICO expansion to various countries, including, for example, Singapore, Vietnam, China, Hong Kong, Taiwan, Germany, Switzerland, Dubai, and Guernsey.
- Advise on ICO and token sale for asset-backed tokens.
- Advise on CFTC regulations for commodity deliveries, futures and options for bitcoin, ether and other cryptocurrencies.
- Counsel client on forming fund for issuance of tokens to participate in ICOs and utility token sales.
SEC Regulatory and Compliance Advice
Following the release of the SEC’s DAO Report, the market and compliance perception of cryptocurrency, ICOs and utility tokens changed. Since then, the SEC has continued to file enforcement actions against ICOs and utility token issuances for violations of the US securities laws.
Gora LLC has analyzed and reviewed each of the SEC releases, enforcement action and guidance on cryptocurrency, ICOs and utility token. Ranging from Munchee to Plexcorps to Recoin, along with Jay Clayton’s December 2017 statements, Gora LLC will help maneuver you through the mines and pitfalls of cryptocurrency, ICO and utility token offerings. Unlike others in the field, we’ve actually participated in ICOs and utility token offerings.
Advisory RepresentationsWe represent the Co-owner of Bitcoin.com (2011/2012) on Advisory Relationships
US Securities Laws
ICOs and utility token offerings may trigger US federal and state securities laws, and we advise clients on ICO/token offering under, for example, Regulation D, Regulation A, Regulation CF, Regulation S, Rule 701.
Securities Exemption Examples
- Rule 504: $5M in 12-month period, no investor qualifications, information requirements, state registration issues, and general solicitation issues.
- Rule 506(b): unlimited capital raise, accredited investors and no more than 35 nonaccredited investors, information requirements, no state registration issues, and no general solicitation.
- Rule 506(c): unlimited capital raise, accredited investors only, verification issues, no information requirement, no state registration issues, and general solicitation allowed.
- Reg A, Tier 1: $20M, testing the waters allowed, Form 1-A, unaudited financials, fully resalable.
- Reg A, Tier 2: $50M (with limitations), testing the waters allowed, Form 1-A, audited financials, ongoing reporting requirements, fully resalable.
- Regulation CF: $1M in prior 12 months, SEC-registered platform required, Form C, and no state registration issues.