| >>The ask - This is where you come in HN, buy a piece of our network and help shape the future of the internet. We're offering minimum guaranteed revenue I'm not a lawyer, but since you're part of YC, you may want to reach out to your legal mentors and ask if this post/advertisement/promotion satisfies the SEC's Howey Test[1] due to HN having a material portion of US participants some of whom may not be accredited investors and HN is publicly readable. The US legal case SEC vs. Howey[2] uses 4 prongs to determine whether an offer is an "investment contract", namely "a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party." It sounds like you're satisfying all 4 prongs of the Howey Test by offering: a) a purchase contract for a Wifi Dabba; b) investing funds in Wifi Dabba; c) expectation of profits via "minimum guaranteed revenue"; d) from the efforts of the promoter, Wifi Dabba. Many 2017 cryptoasset tokens tried to raise money via token sales to US investors which the SEC classified as unregistered securities offerings which violate the Securities Act[3]. The SEC has had varying success going after organizations that offered unregistered securities offerings, but I don't think you (nor YC) would want that legal hassle. Based on your website and explanation, Wifi Dabba's mission sounds exemplary and a net-positive to democratize connectivity in India. Hence, I'm really rooting for Wifi Dabba and hope that you've spoken to a US legal advisor or YC legal mentor. EDIT: You mention on your website that you're a Delaware entity with an office in California, which implies that you are really bound by US jurisdiction + potential US investors. Please seek legal counsel. [1] https://www.investopedia.com/terms/h/howey-test.asp [2] https://en.wikipedia.org/wiki/SEC_v._W._J._Howey_Co. [3] https://www.govinfo.gov/content/pkg/COMPS-1885/pdf/COMPS-188... |