MiCarga founder here. This is not a solicitation, and we explicitly put it here before the beginning of the letter:
"(Note: The information in this document does not constitute an offer or solicitation to purchase securities of the Company)."
We wanted to use a format to tell our story to potential investors, and we felt that this format was fitting. Once again, the format is an experiment, but in no way it is a solicitation. We see it more as a first step to start a longer conversation with potential investors (accredited ones, to be precise).
You might be surprised to learn how broadly the SEC and courts have interpreted terms like "offer" and "general solicitation".[1] An offer is any "attempt ... to dispose of ... a security ... for value".[2] The SEC "has confirmed that uses of ... unrestricted websites ... constitute general solicitation."[3]
Had you done this last Friday, you would be hard-pressed to find an experienced securities lawyer who would tell you that the letter posted on your web site does not violate US laws. The good news is that due to regulations that went into effect on Monday, you have not yet violated US securities laws. However, because you've engaged in general solicitation, you are now subject to, among other things, additional investor verification requirements before you actually sell securities to any US investor.[4] If compliance with US laws is or will be important to your business, be sure you get help from a very experienced securities lawyer with the rest of your fundraising process. There are many traps for the unwary.
[1] Some illustrations:
SEC v. Arvida Corp., 169 F.Supp. 211
Chris-Craft industries, inc. v. Bangor Punta Corp. 426 F.2d 569 (1970)
SEC v. Commercial Inv. & Dev. Corp. of Florida, 373 F.Supp. 1153 (1974)
SEC v. Thomas D. Kienlen Corp. 755 F.Supp. 936
Diskin v. Lomasney & Co., 452 F.2d 871
Hocking v. Dubois, 885 F.2d 1449
"(Note: The information in this document does not constitute an offer or solicitation to purchase securities of the Company)."
"We are sharing this letter with you because we believe you might be interested in investing in our company. We'll tell you a bit about our story, where we are today, why we're raising funds and why we are the best bet you can make today."
"If you're interested in being part of our round, please email us two possible time slots to talk:"
"(Note: The information in this document does not constitute an offer or solicitation to purchase securities of the Company)."
We wanted to use a format to tell our story to potential investors, and we felt that this format was fitting. Once again, the format is an experiment, but in no way it is a solicitation. We see it more as a first step to start a longer conversation with potential investors (accredited ones, to be precise).