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Structuring Crypto and Web 3.0 Offerings Under Regulation D episode artwork

Aug 4, 2026 7 min

Structuring Crypto and Web 3.0 Offerings Under Regulation D

from Syndication Attorney Field Notes with Tilden Moschetti Hosted by Tilden Moschetti

In this episode, we address the common assumption that crypto and Web 3.0 projects are exempt from securities regulations. Raising capital for a digital token or mining operation under Regulation D provides a reliable framework to bring in investor funds while continuing to build the business. We discuss how to evaluate whether a digital asset qualifies as a security, the practical differences between Rule 506(b) and Rule 506(c) when soliciting investors online, and why a hyper-customized Private Placement Memorandum is a necessity for disclosing the unique, volatile risks of digital assets. As a syndication attorney, Tilden outlines the steps to structure your raise accurately so you can stop worrying about legal loopholes and focus entirely on your project. Also see: Using Reg D for Crypto Funds, Coins, Mines, and Web 3.0 Businesses — https://www.moschettilaw.com/reg-d-crypto/ Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work. Watch the video on YouTube: https://youtu.be/qUxnsVb7ON0

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Sponsors of crypto and Web 3.0 projects often assume their decentralized tokens fall outside of securities law. In this field note, we explore why this assumption is flawed and how to properly structure a digital asset raise under Regulation D.

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Structuring Crypto and Web 3.0 Offerings Under Regulation D

0:00 7:24

Chapters

  1. 0:19 Crypto Fund Securities Basics
  2. 1:39 Regulation D Explained
  3. 3:06 Public Online Raise Example
  4. 4:29 Private Placement Memo Risks
  5. 6:18 Build the Offering Package

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How long is this episode of Syndication Attorney Field Notes with Tilden Moschetti?

This episode is 7 minutes long.

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This episode was published on August 4, 2026.

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