Why PMN is SEC-Compliant

Inside Our Reg D / Reg S Structure

Building on a Regulated Foundation

In the digital asset space, compliance is not an afterthought—it’s the architecture. PMN (Pivotal Mining Note) was meticulously designed to fit squarely within the existing U.S. securities regulatory framework. This stands in sharp contrast to the unregistered “utility tokens” or ICOs of the past, which often operated outside any clear legal boundaries.

PMN’s compliance approach is inspired by the regulatory discipline seen in products like USDC, which is a stablecoin issued under rigorous money transmission laws in the U.S. Similarly, PMN is not an unregulated crypto token. It is a fully regulated security offered under exemptions explicitly set out by the U.S. Securities Act of 1933.

Dual Compliance: Regulation D & Regulation S

PMN leverages two critical pillars of U.S. securities law:

• Regulation D (Rule 506(c))

  Allows us to offer PMN directly to accredited investors in the United States. It also mandates strict verification processes—meaning we don’t simply “tick a box,” but perform rigorous accredited investor checks to ensure only eligible participants can invest.

• Regulation S

  Permits us to offer PMN to qualified non-U.S. investors entirely outside of U.S. jurisdiction, under a framework specifically designed for international offerings.

Together, this structure ensures PMN is offered only to investors who meet the high standards required by law, providing a strong layer of legal protection and institutional credibility.

True Investor Protections: More Than Just Disclosures

Each PMN offering is accompanied by a comprehensive Private Placement Memorandum (PPM)—a standard practice in institutional private markets, but still rare in much of the crypto world.

Our PPM clearly outlines:

• The business model and how mining contracts generate Bitcoin.

• The exact fee structure, from pool fees to legal and custody costs.

• Detailed risk disclosures covering everything from mining operational risks to regulatory changes.

• Tax considerations specific to U.S. investors, treating PMN as a fully prepaid forward contract for Bitcoin, which avoids immediate tax triggers typical of interest or OID instruments.

This level of transparency and accountability is what separates a regulated security like PMN from a typical utility token, which often lacks formal investor documentation or enforceable rights.

Positioned for Regulated Liquidity

Because PMN is offered under a recognized securities framework, it can be positioned for secondary trading on regulated ATS platforms like INX. Unlike many ICO tokens—where liquidity often relied on unregistered offshore exchanges—PMN is structured to enable compliant liquidity pathways for investors after applicable holding periods.

This opens the door to a more secure, regulated secondary market ecosystem that resembles how private shares eventually find liquidity on licensed exchanges.

Why This Matters to You as an Investor

Security tokens like PMN stand apart from typical cryptocurrencies:

• They exist inside a clear legal perimeter, just like regulated stablecoins (e.g., USDC) exist inside state-level money transmission frameworks.

• They are backed by thorough investor verification, anti-money laundering (AML) processes, and robust disclosures.

• They enable institutional-grade custody, minimizing the operational risks that often plague individual investors trying to manage their own hardware wallets or mining rigs.

By grounding PMN in this rigorous regulatory framework, we’re not only protecting ourselves as an issuer—we’re protecting you as an investor.

This ensures that PMN isn’t just a novel way to accumulate Bitcoin through mining—it’s a secure, legally structured instrument that can withstand regulatory scrutiny and support serious, long-term capital participation.

The Future of Tokenized Securities is Here

Our mission with PMN is simple:

To bring the sophisticated strategies once reserved for hedge funds and crypto mining conglomerates to ordinary accredited investors, inside a framework that regulators understand and investors can trust.

Just as USDC proved that stablecoins could thrive under regulatory clarity, PMN demonstrates how Bitcoin mining can be financialized responsibly.