Prospectus

Imagine you are buying a house off-plan. Before you sign, you receive a dossier explaining what the home will look like, what materials it uses, what risks it carries and who is building it. A prospectus is exactly that, but for an investment: the official document a company publishes when it wants to sell securities (shares, bonds or tokens that qualify as financial instruments) to a wide audience.

Its purpose is to let any investor understand, before committing money, what they are buying, how much it costs, what could go wrong and what the company does with the proceeds. It is not a marketing brochure: it is a formal document supervised by the regulator.

The prospectus is the offering document containing the information an investor needs to make an informed assessment of the financial assets offered to the public or admitted to trading on a regulated market, and which must be approved and registered with the competent authority (in Spain, the CNMV) before publication.

Its content, format and liability regime are governed by the Prospectus Regulation (EU) 2017/1129 and its implementing rules, complemented at the national level by Ley 6/2023 on Securities Markets and Investment Services (LMVSI). In tokenisation transactions, the obligation to publish a prospectus only arises where the token qualifies as a financial instrument: crypto-assets subject to MiCA (MiCA Regulation (EU) 2023/1114) fall outside the scope of the Prospectus Regulation and are documented through the corresponding white paper.