Building in crypto shouldn’t mean guessing at the rules. We help U.S. crypto companies launch and scale—safely—by pairing practical product advice with precise regulatory execution. From whitepaper to launch to growth and liquidity, we keep fundraising clean, compliance right-sized, and costs predictable.

• Company setup & governance. Delaware entities (C-Corp/LLC/Wyoming DAO LLC), founder equity/vesting, IP assignments, board policies, and contractor/employee docs.

• Fundraising for crypto startups. Reg D, Reg S, Reg CF, and Reg A offerings; SAFEs, notes, and priced rounds; token warrants/SAFTs; PPMs and subscriber workflows; Blue Sky filings; cap-table hygiene.

• Token design & securities/commodities analysis. Howey/Reves assessments, distribution mechanics (airdrops, incentives, liquidity events), and paths that minimize securities and market-structure risk.

• Exchanges, broker/ATS & custody. When you need a broker-dealer, ATS, or qualified custodian—and when you don’t; partnerships and compliant routes to market.

• Money transmission & payments. FinCEN MSB registration, 50-state MTL strategy, NYDFS BitLicense planning, exemptions, sponsor-bank models, and stablecoin/reserve frameworks.

• AML/KYC & sanctions. Risk-based programs, CIP/EDD, Travel Rule, OFAC screening, blockchain-analytics playbooks, SAR/escalation procedures, and vendor selection.

• Stablecoins & wallets. Reserve/attestation models, disclosures, segregation of funds, wallet terms (custodial vs. non-custodial), loss/freeze policies, and incident response.

• DeFi, NFTs & gaming. Front-end vs. protocol risk, admin-key/governance disclosures, marketplace policies, royalty/IP licensing, promotions and referral programs that won’t cross the line.

• Product compliance & consumer protection. Clear Terms of Use/Privacy Policy, disclosures that fit your UX, UDAAP/Reg E considerations, and state privacy (e.g., CCPA/CPRA) alignment.

• Tax & compensation. Founder/token grants (83(b)), equity and token plan design, staking/validator and reward events, and information-reporting readiness with your accountants.

• Security, incidents & forks. Playbooks for hacks, key compromise, chain migrations, and communications with users, partners, and regulators.

• Investigations & disputes. Response to subpoenas and inquiries (SEC, CFTC, FinCEN, OFAC, state AGs), internal investigations, remediation, and settlements.

• Documentation that ships. Reg-ready policies, board decks, risk memos, marketing guidelines, and checklists your team can actually use.

• Predictable pricing. Flat-fee packages where feasible, tight scopes, and rapid turnarounds so legal keeps up with product.

Have questions like “SAFE or note?”, “Is this token distribution okay?”, or “Do we need a money-transmitter license?”—we’ll give you a clear answer, the documents to back it up, and a path to launch.

Raising capital shouldn’t derail building your venture. We help founders choose the right path—Reg D, Reg A, or Reg CF—and execute cleanly from incorporation through seed and Series A, with clear timelines, practical guidance, and a cost structure that makes sense.

We match the route to your stage and investor mix, prepare the paperwork, and keep you compliant from invite to close.

Common issues that we tackle for start-ups and solo founders include:

• Business formations: Avoid common pitfalls and set your company up for success from day 1.

• General Corporate: We are the in-house lawyer you are not ready to hire full-time yet. We help you stay protected and compliant.

• Fundraising: From friends and family rounds to seed rounds to venture capital and late-stage, we help with SAFEs, convertible notes, and other types of fundraising.

• Commercial Agreements: We draft and negotiate all types of commercial agreements.

• IP Protection and Agreements: We can help with trademark registration and licensing issues, but we will connect with excellent partners for more complex IP work.

• Employment and equity compensation: We'll guide you through creating attractive equity packages that'll help you attract and keep top talent. Plus, we'll steer you clear of common employment hiccups, so you can focus on growing your startup with confidence.

• Policies: Let us draft your terms and conditions, privacy policies, end user licensing agreements and data-related policies.

• Compliance: Depending on your industry, you may need to comply with specialized regulation. We can help guide you.

• Pitch deck review: You may not realize that certain claims or promises can get you in trouble. We can be a second pair of expert eyes.

We provide counsel to funds and fund investors of all types. We serve clients across asset classes including real estate, private equity, venture capital, privat credit, hedge funds, and more.

Forming and operating a fund is a highly regulated and complex business. We help our clients navigate these waters.

Common issues we help tackle include:

• Fund formation: Whether you are an emerging manager or forming your 20th fund, we can help. We’ll guide you through the entire formation process, including:

  • Regulatory and tax issues

  • Determining fund terms

  • Entity formation

  • Contract drafting

  • Investor relations and negotiations

  • Securities filings

  • Ongoing support

• Special purpose vehicle formation: Interested in investing on a “deal-by-deal” basis? You can create SPVs to purchase a single apartment building, single business or class of securities. We can help you decide between creating an SPV or a fund.

• Limited Partners: We help investors review fund documents, negotiate side letters, and conduct due diligence.

• Investments: 

  • Conduct due diligence on potential investments

  • Draft and negotiate investment agreements

  • Advise on exit strategies and divestments

• Compliance: We help your fund stay up to date with the latest SEC rules and other regulatory issues.

Raising U.S. capital as a non-U.S. company shouldn’t feel like decoding a new legal system. We help foreign founders, CFOs, and boards choose the right path—whether that’s a private round under Reg D + Reg S, a 144A/Reg S placement, a Reg A “mini-IPO,” or a full F-1/F-3 registration—then execute with clear timelines, investor-ready documents, and predictable fees. We translate U.S. rules into practical steps, coordinate with your local counsel and banks, and keep you moving.

• Pick the right route. Compare Reg D (506(b)/(c)) + Reg S, 144A/Reg S, Reg A (Tier 2), and F-1/F-3 options based on size, speed, investor base, listing goals, and disclosure burden.

• Form & structure. Delaware holdco or U.S. subsidiary, cross-border share exchanges, ADR programs, and shareholder-approval mechanics that work in both jurisdictions.

• Financials that pass diligence. IFRS or U.S. GAAP planning, PCAOB-qualified auditors, comfort-letter readiness, and MD&A/KPI narratives U.S. investors expect.

• Offering materials that sell (and comply). Plain-English PPM/prospectus, risk factors tailored to your business and country risk, use-of-proceeds, cap table, and contractual exhibits.

• Marketing guardrails. What you can say on websites, social, and roadshows; when verification is required (506(c)); how to avoid “general solicitation” when using 506(b).

• Placement agents & “finders.” When success-based fees trigger broker-dealer rules, how to paper engagement letters, and how to stay onside with U.S. regulations.

• Filings & mechanics. Form D and state notice filings, transfer agent and DTC eligibility, listing applications, 15c2-11 (if OTC), and closing checklists that prevent last-minute delays.

• Investor eligibility & resale. Accredited/QIB screening, legends and transfer restrictions, Rule 144/144A and Reg S distribution compliance, and clean resale paths.

• Sanctions, AML, and anti-corruption. Practical OFAC checks, AML/KYC workflows, and FCPA-aware policies for cross-border teams and agents.

• Ongoing obligations (if public). FPI reporting cadence (20-F/6-K), insider-trading/10b5-1 policies, disclosure controls, and board/committee playbooks.

• Token or digital-asset angle (if relevant). Structuring equity + token rights, SAFT/ warrant mechanics, and U.S. marketing/distribution constraints.

• Predictable fees. Flat-fee modules for route selection, document drafting, filings, and closing—so legal costs don’t derail your raise.

Bring us your questions—“Reg D + Reg S or 144A?”, “Do we need a Delaware holdco?”, “Can our website say this?”—and we’ll give you a straightforward answer, the documents to match, and a plan to close.

A SPAC deal moves fast—and the rules keep changing. We help both SPAC sponsors and target companies get from letter of intent to closing with clear timelines, plain-English drafting, and investor-ready disclosures. Whether you’re forming and listing a SPAC or executing a de-SPAC business combination, we coordinate the pieces (banks, auditors, exchange, transfer agent) and keep you compliant while you focus on the transaction and the road ahead.

• Sponsor/SPAC formation & IPO. Form the SPAC, handle founder shares and warrants, trust and governance docs, listing applications, underwriting and 10b-5 letters, and the IPO prospectus.

• Target readiness. Cap-table cleanup, PCAOB audit prep, KPIs and MD&A, board/process hygiene, and public-company playbooks so you’re “Super 8-K” ready on day one.

• LOI to definitive agreement. Term sheets that stick, earn-outs and contingently issued shares, lockups, registration rights, and clear closing conditions with practical timelines.

• De-SPAC disclosure & approvals. Draft and file S-4/F-4 (or tender-offer alternatives), proxy statements, risk factors, business/MD&A, and coordinate the SEC comment process and exchange approvals.

• Redemptions, backstops & PIPEs. Structure PIPEs, forward-purchase or non-redemption agreements, and backstop facilities; model dilution and redemption scenarios so the deal still works.

• Projections & communications. Guardrails for projections and marketing (roadshows, investor decks, social/website) and compliant use of written materials.

• Warrants & capital structure. Align warrant/convertible terms, evaluate repricings or exchanges, and plan post-closing equity plans and S-8 readiness.

• Conflicts & fairness. Sponsor/insider conflicts, related-party approvals, and fairness-process documentation your board can rely on.

• Closing mechanics. Stockholder votes, trust releases, closing opinions, DTC eligibility, and the “Super 8-K” package filed within four business days.

• Life after closing. 10-Q/10-K cadence, earnings releases and Reg FD, Section 16 and insider-trading policies, and ongoing governance support.

• Extensions & amendments. Draft extension proposals, trust amendments, and working-capital loans with clear redemption math and investor messaging.

• Predictable fees. Flat-fee modules for SPAC IPO, de-SPAC disclosure, PIPE/backstop work, and closing—scoped to your deal size and timeline.

Bring us your SPAC or de-SPAC question—structure, disclosure, redemptions, or closing—and we’ll deliver a crisp answer, the documents to match, and an execution plan that gets you public.

Get a practical, embedded lawyer who knows startups, fundraising, and day-to-day ops—without the overhead of a full-time hire. We plug into your leadership team, bring crisp templates and playbooks, and keep legal moving at product speed with predictable monthly pricing.

• Fundraising & securities. Clean Reg D/Reg CF/Reg A execution, SAFE/note/preferred round docs, investor communications, and Blue Sky filings—aligned with your cap table and equity plan.

• Company housekeeping. Incorporation/LLC work, bylaws/operating agreements, board consents, minutes, annual meetings, and officer/director onboarding.

• Cap table & equity plans. Option pool sizing, grants/RSUs, 83(b) guidance, plan documents, and admin workflows that avoid messy surprises later.

• Commercial contracts. Fast, business-minded NDAs, MSAs, SOWs, vendor/SaaS, DPAs, and SLAs—with a clause library tailored to your risk profile.

• Employment & contractors. Offers, IP assignment, handbooks, independent-contractor compliance, and clean separations.

• Privacy, data, and product. Terms of Use/Privacy Policy, marketing review, right-sized compliance for CCPA/CPRA and global users, and incident-response playbooks.

• Governance & board support. Committee charters, policies (insider trading, code of conduct), conflicts management, and meeting prep.

• Diligence readiness. Clean data room, policies, and trackers so you’re always deal- and audit-ready.

• How we work. One point of contact, shared Slack/Docs, weekly check-ins, documented SLAs, and clear scopes with flat monthly fees.

Bring your legal to-do list—fundraise, hire, launch, sell—and we’ll turn it into a prioritized plan, tight documents, and steady execution.