Coindesk | Brady Dale | Apr 11, 2018

The average crypto enthusiast isn't likely to get their hands on grams - Telegram's crypto token - anytime soon.

While half of the ambitious $1.2 billion the messaging giant hoped to raise was supposed to come from an ICO open to public investors, recent SEC filings confirm Telegram has already raised $1.7 billion from two private sales. Now, sources with knowledge of the deal believe the company is likely to scrap its public sale altogether.

The reason? Raising money from the public could be way more trouble than it's worth.

For one, Telegram's blockchain, called the Telegram Open Network (TON), hasn't been built yet. (To be clear, no one has received any grams.) As such, Telegram is selling what basically amounts to IOUs for future grams under the Simple Agreement for Future Tokens (SAFT) framework.

That means - as displayed by the company's SEC filings - the company is selling a security, which cannot be sold to non-accredited investors (except under some exemptions).

"The regulatory environment is in a weird place with most teams having more questions than answers," said Anthony Pompliano, a general partner at Morgan Creek Capital Blockchain. "If teams can raise their capital goals in private sales, they'll continue to do so until there is less ambiguity in regulations."

This appears to be what Telegram is doing, although it's been tough to tell exactly what the founders are thinking since they've said nothing about the ICO or TON, both of which the white paper details will help facilitate a network of faster payments, file-sharing, decentralized privacy, domain registration and more.

Telegram did not respond to a request for comment.

Pompliano told CoinDesk:

"The goal of fundraising is to gain access to capital to allow a team to build a product and company. It appears Telegram has already achieved their goal so there would be no reason to conduct a public sale."

Tech first

This is especially cogent as it relates to the amount of work a legal public sale would entail.

For one, Telegram would have to go through a know-your-customer and anti-money laundering verification process to be able to sell to everyday investors.

For private, known investors that have been identified plenty of times for investment purposes, the verification work is less cumbersome, but for a store cashier who is investing for the first time, it's more challenging to prove they are who they say they are. And it just has to do it so many more times. This would be no small lift and may not be attractive to a company that already has plenty of money.

Plus, there's already a secondary market for grams whereby small investors are buying the crypto tokens from whales that got into the private sales, according to Alexander Borodich, an alum of the Mail.ru Group, one of Russia's largest tech companies, and an angel investor passed on the opportunity to invest in Telegram's ICO.

As such, he said it's unclear whether a legit public sale will happen.

The TON technical white paper describes an ongoing token sale that will continue intermittently well into the future. That phase may be a sort of public sale, but one that won't begin until the protocol launches.

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And according to Sid Kalla of the Turing Advisory Group, building the product before selling to the public would be that smart thing for Telegram to do.

He told CoinDesk:

"The private sales were raised at around the top of the market euphoria. For a public valuation to reach back to those levels, the crypto community would need to see something concrete."

Public opinion

Which is another reason Telegram may discard it's public sale for some time - so it doesn't have to deal with thousands of people's unsolicited opinions.

When a company decides to do a public sale, it introduces complexity into its public relations.

That's why large, publicly traded companies devote whole departments to investor relations, said Stephen Palley of the law firm Anderson Kill. And that's something young startups may not have bandwidth to manage, he said.

"In this twilight world of ICO crowdfunding, you have a company that's brand new, it's a startup ... You suddenly have thousands -- tens of thousands -- of people who feel like they are stakeholders," Palley continued, adding:

"Do you really want to manage all those people?"

While Telegram is five years old, it's still a relatively small company that's so far bootstrapped development of its messaging platform from the founders' own pockets, which suggests it doesn't have experience in investor relations.

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Kalla agreed, telling CoinDesk, "Since Telegram is trying to solve several hard technological problems (like sharding, say) there may be inevitable delays and setbacks. The private investors are likely more used to such things than the public at large."

As much as possible

That said, not everyone agrees that Telegram will scrap its public sale so soon.

"I see no motivation for Telegram to call off their public sale," Joe DiPasquale, CEO of the crypto fund-of-funds BitBull Capital, wrote CoinDesk via a spokesperson.

"They seem dead set on raising as much capital as possible ... Considering they're targeting the mass adoption of their user base, I can't imagine them estranging the masses by canceling the public sale."

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