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SEC vs. Telegram: Part 2 — The case against integrating the two prongs of a SAFT

Published 09/22/2020, 02:00 PM
Updated 09/22/2020, 04:00 PM
SEC vs. Telegram: Part 2 — The case against integrating the two prongs of a SAFT

As discussed in the previous article, Telegram is a popular global instant messaging company. In 2018, it sold contractual rights to acquire a new crypto asset that it was developing (to be called Grams) to a group of accredited (and wealthy) investors around the world. Telegram raised about $1.7 billion from 171 investors, including 39 U.S. purchasers. This was a prelude to the planned launch of Grams, which was to occur about a year and a half later in October 2019.

This two-step process — where a crypto entrepreneur sells contractual rights to acquire a crypto asset upon launch in order to fund the development of the asset and its network — has come to be known as the Simple Agreement for Future Tokens, or SAFT, process.

  1. Are the sales part of the same plan of financing?
  2. Do they involve issuance of the same class of securities?
  3. Are they made at or about the same time?
  4. Do they involve the same kind of consideration?
  5. Are they made for the same general purpose?
Carol Goforth is a university professor and the Clayton N. Little Professor of Law at the University of Arkansas (Fayetteville) School of Law.

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