Approved but Not Yet Subscribed: Where Digital Issuances Stall

BaFin has approved your offer document. Can subscriptions start now? Not yet. A digital bond is ready for subscription only when four things are in place at the same time: a published offer document, filed issuance terms, a payment route with clear allocation, and investors who can hold crypto securities. Approval covers only the document. The clock starts when you file the terms: the issuance terms lapse if registration does not follow within three months of filing (Section 5(1) of the Electronic Securities Act, eWpG).

Approval feels like the finish line. It isn't.

BaFin tells the offeror within ten working days of a complete filing whether it permits publication (Section 4(2) of the Securities Prospectus Act, WpPG). That moment feels like the end of the work.

But before the first subscription amount arrives, tasks remain that no law schedules: the account, the allocation of payments, investor onboarding, wallets. Nobody drives them unless the issuer does.

What "approval" actually means

Approval means the offer document may be published. For a public offer below the prospectus threshold, that is BaFin's permission to publish the securities information sheet. For larger offers, it is approval of the prospectus.

If the offer is directed only at qualified investors, there is no approval at all. The issuer's own resolution is then the starting point (Article 1(4)(a) of Regulation (EU) 2017/1129).

The first subscription is an investor's binding declaration to buy part of the bond on the stated terms. The bond itself only comes into existence once it is registered in the electronic securities register (Section 2(1) eWpG).

Five steps, only two with a statutory deadline

The issuer, the bank, the register keeper and the broker set the other deadlines themselves.

• Publish the offer document. For a securities information sheet, publish after BaFin permission and at least one working day before the public offer (Sections 4(1), (2) and 5(3) WpPG). Stalls when the place or version of publication does not match the approved version.
• File the issuance terms. Before registration; registration within three months, otherwise deletion (Section 5(1) eWpG). Stalls when filed too early.
• Set up the payment route. No statutory deadline; the bank and the paying agent set it. Stalls at account opening, issuer identification and payment reference logic.
• Open investor access. A broker with a license or acting as a tied agent; appropriateness check for retail investors (Section 63(10) WpHG). Stalls at onboarding, wallet or custodian.
• Track changes during the offer. Significant new circumstances mean updating the information sheet without delay (Section 4(8) WpPG), or a supplement for a prospectus (Article 23 of Regulation (EU) 2017/1129). Stalls when key terms still change after approval.

What most often stops subscriptions from starting

The order of events. File the issuance terms too early, and they are deleted after three months without registration. Start the payment route and investor access too late, and subscriptions can be delayed. Their timing needs a plan.

Changes after approval. If a significant new circumstance arises after approval and before the offer ends, the issuer must update the information sheet without delay (Section 4(8) WpPG). For a prospectus, a supplement is required. Subscribers may withdraw within three working days of publication if the conditions in Article 23(2) of Regulation (EU) 2017/1129 are met.

Move the term, the rate or the volume after approval, and you either push back the start or risk withdrawals.

Why willing investors get stuck

They cannot hold the crypto security. A crypto security is registered to a wallet or with a custodian. If an institutional investor's custodian bank does not hold crypto securities, nothing can be delivered, even if the investor wants to subscribe. Anyone who holds crypto securities for others needs a license under the German Banking Act (KWG).

Onboarding adds to this. The broker identifies every investor and, for retail investors, checks appropriateness. Both need documents from the investor, not from the issuer.

An issuer that only works out after approval how its investors will hold the securities, and who identifies them, loses exactly the weeks it planned for the subscription period.

Is your issuance ready? Four questions

1. Is the offer document published in the approved version, or does an exemption without a document apply? No: no public offer and no subscription page. Yes: go on.
2. Are the issuance terms coordinated with the register keeper and the paying agent, with registration planned less than three months after filing? No: move the filing date, not the registration. Yes: go on.
3. Can every payment be allocated to an investor on the day it arrives, through the account, the reference and the allocation list? No: test the payment route before the start. Yes: go on.
4. Does every planned investor have a wallet or a custodian, with onboarding at the broker complete or scheduled? No: open the subscription period only after your core investors are onboarded. Yes: you are ready for subscription.

What a mistake costs

• Approval in place, account not yet open: subscriptions arrive, money cannot flow. The subscription period gets extended and committed investors walk away.
• Terms filed early, onboarding still open: the three month deadline runs. The terms are deleted, and you need a new filing and a new start date.
• Institutional investors without a crypto securities custodian: commitments with no delivery route. Committed amounts fall through.
• Retail investors through a broker: identification and appropriateness check per investor. Onboarding eats into the subscription period.
• Rate or volume changed after approval: an update or a supplement. New work before the start; with a supplement, subscribers get a withdrawal right.
• Qualified investors only: no approval, start by resolution. If the offer also reaches non-qualified investors, this exemption no longer applies. Reassess whether another exemption or an offering document applies.

Checklist for the week before subscriptions open

• The published offer document matches the approved version word for word.
• The filing date for the issuance terms is set, and registration falls less than three months after it.
• The account for subscription amounts is open; a test amount has arrived with a reference and been allocated.
• The allocation list holds, per investor, name, amount, wallet address or custodian, and payment reference.
• The broker has confirmed which core investors have completed onboarding.
• For every change made after approval, it is clear whether it triggers an update or a supplement.
• One person at the issuer releases the allocation and reports it to the register keeper.

The full sequence of an issuance is covered in how to issue a digital bond under the eWpG. Which document each group of investors needs is covered in who can invest in a digital bond.

Your next step

Run the four questions against your own timeline before you set a filing date. If one answer is "no", talk to us about the order of your steps.