Regulation S

Regulation S is tailored for U.S.-based issuers who want to raise funds from investors located outside the United States. This framework ensures that securities offered to international investors don’t conflict with U.S. securities laws.

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Who Can Invest?

• Only non-U.S. investors (people or companies based outside the United States) can buy tokens under Regulation S.

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How Much Money Can Be Raised?

• There is no limit on the amount you can raise under Regulation S.

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Are There Any Restrictions?

• Tokens sold under Regulation S cannot be sold to U.S. residents, either directly or indirectly.

• You cannot market or advertise your offering in a way that targets U.S. residents.

• The offering must be complied with the rules in countries where tokens are promoted.

• Issuers must be careful with integration if Regulation S offering is pursued simultaneously with offering tokens within the US under a different exemption.

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What Compliance Steps Are Needed?

• Since Regulation S deals with offshore transactions, it is exempt from SEC registration. However, you must follow the regulations of the country where the tokens are being offered.

• A “distribution compliance period” typically applies, meaning the tokens cannot be resold to U.S. persons for a certain time (often one year).

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Why Choose Regulation S?

Regulation S is ideal for accessing international markets and broadening your investor base outside the U.S. It avoids the complexities of SEC regulations but still requires compliance with the rules of the target country.

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