Distributor

The distributor is the party that markets a token offering and brings investors into it. During primary issuance, the distributor handles outreach, investor onboarding, and the actual placement of the tokens - the sales and distribution layer sitting between the offering and the buyer.

In the US, selling someone else's securities for a fee is a regulated activity, so a distributor is frequently a licensed broker-dealer. A platform that lists other sponsors' deals and earns a placement fee is acting as a distributor and generally needs that license or an exemption. Getting this wrong - taking transaction-based compensation without registration - is one of the more common enforcement traps in the space.

The distributor is not the issuer and not the sponsor. The issuer is the legal entity that sells the security and owes the obligations behind it. The sponsor sources and manages the deal. The distributor simply finds and signs up the buyers. A small sponsor often distributes its own deal directly to its own network, in which case there may be no separate distributor at all - common in a Reg D private placement sold to existing relationships.

What the distributor's role touches: who the offering can legally be shown to (general-solicitation rules differ across exemptions), verifying investor eligibility such as accredited status, and the KYC and suitability steps before an allocation is confirmed.

A quick way to tell the roles apart: the distributor owns the question "who buys this?", the issuer owns "what do we owe them?", and the sponsor owns "is this a good deal, and does it perform?"

Source: U.S. SEC (sec.gov), as of 2026.