Offering memorandum

An offering memorandum is a disclosure document that describes a securities offering to prospective investors - the business, the terms of the securities, the use of proceeds, and the risks. It is the investor-facing document that a deal relies on to explain itself fully and accurately.

In US private deals, "offering memorandum" and private placement memorandum (PPM) mean essentially the same thing; "PPM" is simply the more common label for a private placement under Regulation D. "Offering memorandum" (or "offering circular") shows up more often in broader or cross-border contexts.

It helps to keep the related documents straight:

• An offering memorandum / PPM discloses the deal and its risks.
• A subscription agreement is the contract the investor signs to buy in.
• For a Regulation A+ offering, the equivalent document is the "offering circular" on Form 1-A, which the SEC must qualify before any sale - a step a private offering memorandum does not require.

For a tokenized offering, the offering memorandum spells out what the token legally represents, how returns are paid, and the specific technology, custody, and liquidity risks of holding a token rather than a traditional certificate. Its protective value comes entirely from the accuracy and completeness of its disclosures, which are specific to each deal.

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