The six-form stack

Form 1-CRYPTO — 17 CFR 239.600, Appendix A

• Part I — XML notification: issuer identity; summary of the offering (units offered and outstanding, price, selling securityholders, concurrent sales). This is the machine-readable layer the IRFA is proud of.
• Part II — HTML offering circular. Items 1–12 map 1:1 onto Rule 103(b)(1)–(10) plus issuer information. Item 13 is the financial-condition discussion (Reg CF 201(s)-style). Part F/S is U.S. GAAP financials, audited on Tier 2.
• Part III — signatures, exhibit index, exhibits. Exhibit 13 is the TTW script. Whitepapers are an offering-materials URL under 103(b)(2), not necessarily an exhibit; treat them as both.

The periodic stack — both tiers, unlike Reg A

• Form 1-KC (239.601, App. B) — annual, 120 days after fiscal year-end. Rule 103(b) except (b)(2) offering terms. Financial-condition discussion. Catch-up of unreported 1-UCs from the last six months.
• Form 1-SC (239.602, App. C) — semiannual, 90 days. 103(b)(1) and (b)(5) only (CIC terms and network/plan progress), plus financial-condition and unreported 1-UCs. This is the “are they still building” form.
• Form 1-UC (239.603, App. D) — current, four business days. The 8-K analogue. Events are in the form, not in this briefing’s prose; read Appendix D before you build a disclosure committee calendar.

Form NOR and Form TR

Form NOR (239.605, App. F) is the Rule 200 starting gun: issuer, asset name, 103 URL, four-year certification. Form TR (239.604, App. E) is the Swiss-army exit: four checkboxes for 200(e) startup end, 305(c) holder-count suspension, 305(d) Exchange Act or CIC-ceased termination, and 400(b) safe harbor. The 400(b) box carries the certification and the supporting analysis. One form, four legal consequences. Check the right box.

• Form 1-A is the structural parent. If your counsel has a 1-A playbook, reuse the process, not the item list.
• XML Part I is a Corp Fin / EDGAR ops constraint as much as a policy choice. The machine-readable offering summary is how the Commission will count the 31 issuers in next year’s PRA.
• Exchange Act reporters can satisfy 1-KC / 1-SC with current 13/15(d) filings (Rule 305(a)(6)). A crypto issuer that is already an Exchange Act reporter does not run two periodic stacks.

• Item 13 vs. MD&A: if you want a real liquidity discussion, ask for an Item 303-lite rather than 201(s). If you want less, defend 201(s) with a pre-revenue fact pattern.
• Exhibit 13 TTW scripts: assume every founder Spaces recording is an exhibit. Build the collection process now.
• Ask for a 1-UC item covering admin-key changes, mint-authority changes, and pause-switch events. If those are not current-report events, 103(b)(8) is a dead letter between 1-SCs.
• NOR HTML-only: fine. Ask that the 103 URL resolve to a dated snapshot, not a CMS homepage that rotates.