They might, at most, qualify as foreign private issuer, so they can file with the SEC in private, but I strongly doubt they did it. http://www.sec.gov/info/smallbus/qasbsec.htm
Edit: For those asking why the American laws apply to this situation, it is because if you're raising money in America, American laws apply just like British laws would apply to Google if Google is doing business in Britain (or raising money there). If the company is registered in Scotland and raises money in Scotland, knock yourself out, the SEC doesn't care.