Using NFTs for international fundraising.

NFTs are a new and exciting way to raise money for your business. They offer a number of benefits, such as the ability to reach a global audience and tap into new markets.

In a private placement offering, NFTs would be registered with the SEC and then offered for sale to the public through an intermediary such as a broker-dealer or investment bank. In a private placement, NFTs would be registered with the SEC but then offered for sale only to accredited investors, which are defined as individuals or institutions that meet certain wealth or income thresholds.

The key difference between a public offering and a private placement is that in a public offering, securities are offered for sale to the public and are immediately tradeable.?

While in a private placement, securities are offered for sale only to accredited investors and secondary trading is restricted for some time.? The main advantage of a public offering is that it gives businesses access to a larger pool of potential investors. The main disadvantage of a public offering is that it is subject to more stringent regulations than a private placement and:

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NFTs and international fundraising.

The new reality is that many traditional banks and other lenders are no longer willing to finance small businesses in some industries due to the perceived environmental and social risks. This has been compounded by the increased regulation around the world of these industries. To raise capital, companies in these industries now need to look at marketing, promotion and solicitation activities in order to find investors who are willing to invest in their business.

The use of NFTs provides a range of benefits including:

• A way to introduce your brand.
• Access to a global investor base: By using a crowdfunding platform that issues NFT securities, you will be able to reach a global pool of potential investors.
• Ability to market your project: The use of NFTs allows you to better market your project and company to potential investors. This is because NFTs can be shared and promoted online.
• Increased credibility: The use of NFT securities can help increase the credibility of your project as it shows that you are willing to use innovative methods to raise funds.
• Improved liquidity: One of the benefits of using NFT securities is that they can be traded on secondary markets. This liquidity can attract more investors as they will know that they can exit the investment if they need to.

If you are planning on fundraising in the US, then you could consider using NFT securities. By doing so, you will be able to reach a wide pool of potential investors and market your project more effectively.

?Are NFTs suitable for your business?

The first thing you have to consider is whether your business is suitable for NFTs.? Do you have an existing client base? Can you attach long term value to the NFTs through your business other than a share of the profits or royalties??? Make sure you do not promise things that your business cannot deliver.? For example, if your business is a hotel, you can attach a customized vacation packge to the NFT.? Owner operators should also consider whether they have an in-house IT person who can assist you with the operational execution of the NFT strategy.

NFTs should be assumed to be securities and can be issued the same way via Crowdfunding platforms or other Regulated Securities offerings such as RegD.? The NFTs must have long-term value and be closely associated with the company’s brand.? The use of NFTs could provide a range of benefits including:

1. You can use the same Reg CF Crowdfunding platform that will be used for the larger fundraising.
2. Community and brand engagement
3. NFTs are Non-voting securities and do not impact owner manager’s need for control
4. Provides a possible ESG mechanism which can lower the cost of finance.
5. An NFT issuance is also a way of finding new and potential investors. NFT holders might also invest in CF equity.

?NFTs and long-term value.

If you are considering using NFTs for fundraising, the key is to make sure that the NFT has long term value; this will make the offer attractive to potential investors.

This requires a certain amount of business and marketing planning.? There are three ways that you can consider doing this:

1. Create an NFT that can be sold, traded, or exchanged for goods or services. The holder of the NFT would then have an incentive to keep it and use it.
2. Create an NFT with value by making it part of a larger ecosystem. For example, an NFT could represent a share of a business’ profits or a unit of a product. The holder of the NFT would then be able to participate in the success of the business or product.
3. Make the NFT redeemable for a reward in order to give the holder an incentive to keep it and use it.?

If you are thinking about using NFTs to raise capital, there are a few things you should keep in mind:

• Make sure the NFT has long-term utility value and is attractive to potential investors.
• Consider making the NFT part of a larger ecosystem.
• Make sure the NFT is easy to transfer and manage.
• Be aware of securities laws when issuing NFTs.

NFTs can provide a great way to raise funds while also engaging with potential investors and building your brand internationally. Be sure to follow US securities laws when issuing them and include terms and conditions that are clear and easy to understand. With the right planning, you can use NFTs to raise the capital you need for marketing your main fundraising offer and also for growing your business.

NFTs & ESG in international fundraising.

NFTs can take on different forms such as in-game items, digital art, or other creative content. For example, an in-game item could be a legendary sword that is only available through crowdfunding and is not attainable through any other means. This sword could be used as a status symbol among players and would hold value outside of the game itself.

Digital art could be created by well-known artists in the local community near to your oil & gas or mining project.? These NFTs could then be minted on the blockchain. These NFTs could be sold at a premium to investors and potential investors and could increase in value over time.

The use of NFTs to enable investors to connect or partner with a company in the local community is a new idea, especially in the context of ESG.? One of the main criticisms of ESG is its lack of tangible and objective measurement of ESG projects.? NFTs can serve as tangible evidence of the benefits of a project to the local community and possibly even regulators. Rather than reports and other “claims”, NFTs ownership via the blockchain could provide ongoing evidence and feedback of how local communities benefit from your project.

How to use Crowdfunding platforms to issue NFT s to US and international investors.

The most important things to remember when creating an NFT offer for fundraising is that the NFTs must:

• Have long term value,
• Be closely associated with the company’s brand.
• Be issued to US and international investors using a regulated US Crowdfunding platform.

NFTs can be used as a means of raising capital by using a crowdfunding platform to offer them to potential investors. When done correctly, issuing NFTs can be used to raise capital and grow your business.

If you're planning on issuing NFTs as securities, it's important that you follow all applicable US securities laws.? These laws vary from country to country, so be sure to consult with a securities lawyer in your jurisdiction and the US if raising funds there.? You'll also need to include terms and conditions that are clear and easy to understand.

U.S investment offering regulation.?

1. Investment offerings being promoted in the U.S. and made to U.S. accredited investors in the U.S. must comply with U.S. Securities Regulation.
2. Note: General Solicitation is not allowed for offerings under 506(b). (Section 4 (b) of the US Securities act of 1933).
3. You must consult US Securities counsel on this point: General Solicitation is allowed for offerings under 506(c) but there are rules which must be followed to ensure the issuer is not accused of fraud. (Section 201 of the US JOBS Act of 2013).

U.S Securities laws and regulations.

The U.S. Securities and Exchange Commission (SEC) the independent agency of the U.S. Federal Government that enforces U.S. Securities laws and regulation as well as regulates bodies such as US Financial Industry Regulatory Authority(FINRA)

The main laws governing fundraising communications in USA are:

• US securities exchange act of 1934.
• US Securities act of 1933.
• Investment advisors act of 1940.
• Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

U.S Securities Act of 1933

The U.S Securities Act of 1933 outlines laws and exemptions for investors to receive all significant information concerning securities being offered for public sale; and prohibit deceit, misrepresentations, and other fraud in the sale of securities.

Investment advisors act of 1940 - This law regulates investment advisers. firms or sole practitioners compensated for advising others about securities investments must register with the SEC and conform to regulations designed to protect investors.

Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 -- The legislation set out to reshape the U.S. regulatory system in a number of areas including but not limited to consumer protection, trading restrictions, credit ratings, regulation of financial products, corporate governance and disclosure, and transparency.

Registering with U.S SEC.

A regulated asset manager is a company that has a license to provide fund management or asset management services from a regulator in a jurisdiction like Bahamas, Barbados or Ireland.?

The main benefit that the international SME obtains by using a regulated asset manager and private investment fund, is that:

1. US investors who are clients of US private banks, with trusts, foundations will be able to invest in your regulated private investment fund.
2. Confidentiality – Beneficial owner information is not reported to banks or authorities.
3. Regulated financial institutions large and small will be able to invest in your Private Investment Fund because it is regulated.

Registration with State authorities or the SEC is often possible. The compliance departments of the private banks where your US Investors hold their funds will look at a regulated asset manager and private investment fund as “low risk’. This means your investor won’t be blocked from investing in your offering.? Remember, a licensed broker dealer should always be engaged.

It will then be possible for US accredited and sometimes non-accredited investors and institutions to invest in the private investment fund.? As outlined above, family offices and accredited investors intending to invest via regulated platforms will not be blocked from investing by their compliance departments.

When you know... You can Trust.

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