Legal map

US securities law, built in

Every offering on the platform runs under a federal exemption. The rules of that exemption are set in the back office and enforced by the token contract, so a sale or transfer that breaks them does not go through.

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Exemptions

5 exemptions, side by side

Who can buy, how you can market, how much you can raise, when tokens can be resold, and what you must file.

The issuer flow

How a US offering runs, in eight steps

  1. STEP 01

    Form the SPV

    One LLC per project or fund keeps each offering's assets and liabilities separate.

  2. STEP 02

    Choose the exemption

    Your counsel picks Reg D 506(b) or 506(c), Reg A+ or Reg CF. The choice sets the token's rules.

  3. STEP 03

    Anchor the documents

    PPM, operating agreement and subscription agreement are fingerprinted with LPS-1 (SHA-256).

  4. STEP 04

    Onboard investors

    KYC, OFAC screening and, where required, accreditation. Each approval becomes an identity claim the token reads. For 506(b), the issuer also confirms each non-accredited purchaser's sophistication and delivers the Rule 502(b) disclosure before the sale.

  5. STEP 05

    Fund by ACH or USDC

    Funds go to a bank, escrow or qualified third-party account for the offering, never to the platform; Reg CF money moves only through the funding portal's qualified third party. Tokens mint only after settlement.

  6. STEP 06

    File Form D and state notices

    Form D within 15 days of the first sale, then each state's notice filing where investors live.

  7. STEP 07

    Record holders

    An SEC-registered transfer agent keeps the official holder record, in step with the chain.

  8. STEP 08

    Distribute, then allow resale

    Payouts run on schedule. After the lock ends, resale routes through a licensed broker-dealer or ATS.

Regulated roles

The platform plugs in. Licensed partners do the regulated work.

These roles are filled by independent firms you or the issuer engage. We integrate with them; we do not perform them. Legal hub

SEC-registered transfer agent

Keeps the official record of who holds each token and processes transfers on that record.

Broker-dealer or ATS

A licensed broker-dealer or ATS handles resale after the lock, and any compensation tied to sales.

Qualified custodian

Where custody is required, qualified custody is opened in the client's own name with a qualified custodian.

Securities counsel

Chooses the exemption, drafts the offering documents and signs off on the rules before launch.

Reg CF funding portal Optional

Required for Reg CF offerings. The offering runs through a registered funding portal.

Fund administrator Optional

For funds: NAV calculation, capital accounts and K-1 preparation, fed by platform data.

In the contract

What the token enforces

These checks run on chain on every mint and transfer. If one fails, the transaction is refused with a reason.

identityRegistryIdentity registry

Only wallets linked to a verified identity can receive tokens.

accreditedAccreditation claim

506(c) tokens move only to verified accredited investors. 506(b) tokens can be issued to accredited investors and to up to 35 non-accredited purchasers, counted on chain; after issuance the contract allows transfers only to verified accredited investors (platform policy).

country == USCountry rule

US investors only.

nonAccredited <= 35506(b) investor cap

No more than 35 non-accredited purchasers across an issuer's 506(b) offerings in any 90-day period.

lockUntilHolding-period lock

Transfers are refused until the offering's lock ends, counted from each purchase.

State rules

The state rules this platform runs on

Each row is a setting in the compliance engine, with its source. Rows marked "to confirm" are checked with the regulator or counsel before a live offering.

State notice filings

Blue-sky filings, tracked

Reg D offerings are exempt from state registration, but most states still require a notice filing and fee when someone in that state invests.

  • The first settled sale starts the Form D clock: 15 days
  • Each new investor state adds its own notice and due date
  • Annual Form D amendments are scheduled automatically
  • Filed dates and references are kept with the offering
Filing trackerSample data
Stablecoin rails

USDC in and out, under the GENIUS Act

The GENIUS Act is the federal law for payment stablecoins. It governs the dollars-on-chain an investor funds with and the USDC distributions they receive. The project tokens themselves are securities and follow securities law.

  • The platform does not issue a stablecoin. It only moves stablecoins issued by others.
  • Subscriptions and distributions accept only payment stablecoins whose issuers are permitted under the Act once its rules take effect.
  • Every stablecoin payer and payee is a verified investor or a screened counterparty, checked against OFAC lists first.
  • Investors who don't want stablecoins are paid by ACH instead.
  • Stablecoin settlement is not connected yet. Counsel reviews the rail before it goes live.
Our role

What UnyKorn is, and is not

UnyKorn LLC (Wyoming) is a technology provider. It builds and operates non-custodial software for issuers and their partners.

UnyKorn LLC is not a broker-dealer, funding portal, custodian, transfer agent, investment adviser or issuer. It does not hold investor money or tokens, does not recommend investments, and is not paid based on how much is raised or sold. Each offering is made by its own issuer, through licensed partners where the law requires one.

Every rule here is reviewed by securities counsel before a live offering.