this sounds like an "assurance contract." This type of contract has some use for money raising. Basically if you don't get enough money to do what you were trying to do the money is returned, sort of like a kickstarter campaign that doesn't reach the goal or maybe like groupon. I don't think it get's around any regulation. If the goal is met and you sell something that is viewed as a security than you still sold a security. This isn't like the self funding DAC concept as far as I can tell.
I understand the key point is that when doing an IPO, you are selling something which represents a portion of the value of your company. Before you sell it, you own it. Afterwards the buyer does. In this scheme, you never owned the token representing the proportion of value in the first place.
I see what you're saying. I don't think that's the main regulatory problem (though I am not a lawyer either). The main problem with asset IPOs is that you're ultimately selling shares in something and making a claim that your actions will in some way make those shares valuable. I think that's essentially what makes a security a security.
You're saying that because the blockchain acts as an intermediary between the issuer and the investor, that we can wave our hands and claim that the new shares that are issued are magically not securities. I'd be very surprised if a regulatory body sees it this way. Stan and CO love to pretend that saying something differently makes it different, but if I were the SEC, I'd say "if it smells like a security and there's someone we can nail for it, we'll send out letters."
But, of course, my surprise would be accompanied by an extraordinarily wide grin.
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