Registration Status of the Offering

To structure the key decision-making process for Step 12: Defining the Offering Type and Regulatory Compliance, the following table provides an optimal framework for issuers. It categorizes the main regulatory considerations, offering types, investor eligibility, and secondary market restrictions, allowing the issuer to easily compare and select the most suitable structure for their Security Token Offering (STO).

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Optimal Data Framework for STO Offering Structuring

Category	Registered Offering (Full Prospectus Registration)	Exempt Offering (Regulatory Exemptions Apply)
Regulatory Approval Required?	✅ Yes – Requires full submission and approval by financial regulator.	❌ No – Exempt from full prospectus but must comply with exemption rules.
Governing Regulator	SEC (USA), ESMA (EU), FCA (UK), FINMA (Switzerland), MAS (Singapore), VARA (UAE), etc.	SEC (USA), FCA (UK), FINMA (Switzerland), MAS (Singapore), ADGM (UAE), etc.
Eligible Investors	Retail, Accredited, Institutional	Accredited, Institutional, Professional
Public Marketing Allowed?	✅ Yes – Public advertisements and general solicitation are permitted.	⚠️ Limited – Depends on the exemption (e.g., Reg D 506c allows solicitation, but others restrict it).
Fundraising Limit	No limit (varies by jurisdiction).	Varies by exemption (e.g., Reg A+ $75M, Reg CF $5M, EU Small Offers Exemption €8M).
Ongoing Compliance Requirements	✅ Yes – Regular financial reports, audits, and disclosures.	⚠️ Limited – Some exemptions require reporting, but fewer obligations.
Secondary Market Trading	✅ Fully transferable – Can be listed on regulated CEX, ATS, and security exchanges.	⚠️ May have resale restrictions – Lock-up periods or restricted secondary trading apply.
Liquidity & DEX Trading	✅ Allowed – Can be traded freely with liquidity provided by issuer or market makers.	❌ Restricted – Only transferable under exemption conditions; issuer must provide liquidity.

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Regulatory Exemptions Breakdown (For Exempt Offerings)

Jurisdiction	Applicable Exemptions	Fundraising Cap	Investor Restrictions	Marketing Restrictions
United States (SEC)	Reg D 506c	No limit	Accredited Investors Only	Public solicitation allowed
	Reg A+	$75M	Open to retail investors	Requires SEC approval
	Reg S	No limit	Offshore investors only	No marketing to U.S. investors
	Reg CF	$5M	Retail Investors Allowed	Limited advertising
European Union (ESMA)	Small Offers Exemption	€8M	Any investor	No passporting across EU
	Qualified Investor Exemption	No limit	Institutional only	No public marketing
United Kingdom (FCA)	Private Placement	No limit	Accredited/Institutional	No public marketing
Switzerland (FINMA)	Qualified Investor Exemption	No limit	Institutional only	No public marketing
Singapore (MAS)	Private Institutional Offering	No limit	Institutional only	Case-by-case approval
United Arab Emirates (VARA/ADGM)	Private Security Offering	No limit	Institutional only	Case-by-case approval

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Issuer Selection Data Points

To structure an STO offering, issuers must specify the following key parameters:

Selection Criteria	Issuer’s Choice
Offering Type	Registered / Exempt
Jurisdiction of Approval	(Select: USA, EU, UK, CH, SG, UAE, etc.)
Exemption Type (if applicable)	(Select: Reg D, Reg A+, Reg S, EU Small Offers, etc.)
Target Investors	Retail / Accredited / Institutional
Fundraising Limit	(Specify amount based on jurisdiction)
Public Marketing & Solicitation	Allowed / Restricted
Secondary Trading Restrictions	Fully Transferable / Holding Period Applies / Restricted Resale
Exchange Listing Plans	Yes – CEX/ATS / No – Private Market Only
DEX Trading Strategy	Issuer-Led Liquidity / Third-Party Liquidity (if allowed by regulation)

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Final Takeaways for Issuers

✔ If aiming for a public STO with no restrictions, full registration is required.

✔ If seeking faster execution with fewer compliance costs, exemptions provide flexibility.

✔ Marketing strategy depends on offering type – public outreach is limited for exempt offerings.

✔ Secondary market trading is easier with registered offerings but may require ATS or CEX listing.

✔ Legal consultation is recommended for exemption selection and secondary market structuring.

This structured data table framework allows issuers to efficiently define their STO offering, ensuring compliance, investor accessibility, and regulatory alignment in a single, streamlined format.