Investment crowdfunding platform StartEngine has filed an updated Form 1-A with the Securities and Exchange Commission (SEC) that indicates its intent to accept both Bitcoin and Ethereum during a Reg A + security token offering (STO). The document, filed this week with the SEC, is an amended filling as the original form 1-A was filed in late June without the language indicating it would accept virtual currencies as payment.
According to the language in the document;
“The company is seeking to raise up to $10,000,000 (the “maximum offering dollar amount”). We will accept US dollars, Bitcoin (“BTC”) or Ether (“ETH”) as consideration for the Common Shares, Preferred Shares and Tokens. Investors who tender BTC or ETH may receive fewer Common Shares, Preferred Shares or Tokens than expected as a result of any volatility between the time of receipt of such consideration and the conversion thereof. See “Plan of Distribution.” The shares of Common Stock and Preferred Stock will be delivered in book-entry form, or, at the option of the investor, in the form of tokens on the Ethereum Blockchain . The maximum offering dollar amount may be raised through the sale of Common Shares or Common Tokens or Preferred Shares or Preferred Tokens or any combination thereof. Investors in Common Shares or Common Tokens in this offering will be required to grant a proxy to vote their shares to the company’s Chief Executive Officer; see “Risk Factors” and “Securities Being Offered – Common Stock – The Proxy.” This means voting control of the company will remain in the hands of the company’s Chief Executive Officer and its Chairman. See “Security Ownership of Management.”
This is interesting as issuers using the Reg A+ exemption have found it difficult to accept BTC or ETH as payment. StartEngine has enlisted Prime Trust, an escrow and custody platform that is active in the alternative asset sector, to help manage the offering. Prime Trust wrote earlier this week that accepting crypto as payment in an offering is allowable but counseled issuers against pursuing it.
High Times, a company in the midst of raising capital using the Reg A+ exemption, initially launched their offering with the intent of accepting crypto announcing “it will become the first ever stock offering to accept cryptocurrencies like Bitcoin and Ethereum.” But the company quickly backed off accepting crypto as it was deemed not feasible.
StartEngine is a full stack crowdfunding platform offering securities under Reg D, Reg A+ and Reg CF. Additionally, StartEngine offers the ability for companies to issue blockchain based shares. StartEngine has commenced the process of becoming a FINRA registered broker dealer as well as a secondary market for alternative assets. StartEngine hopes to raise up to $10 million in this STO.
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