Skip to main content
Regulation S is a rule of the U.S. Securities and Exchange Commission (SEC). It lets issuers offer securities in markets outside the United States without registering them with the SEC, as long as they are not offered or sold to U.S. persons. For tokenized assets such as U.S. stocks or government bonds issued under Regulation S:
  • they may only be distributed to non-U.S. investors in permitted jurisdictions;
  • the offering is structured so that it does not breach the U.S. Securities Act of 1933;
  • the issuance of the tokens is not treated as an unlawful securities offering in the United States.

​
What this means for you

The tokens have not been registered under the U.S. Securities Act of 1933 or with any U.S. state securities regulator, and may not be offered or sold to U.S. Persons. If you are a U.S. Person, you cannot use this feature.
“U.S. Person” has the meaning in Rule 902(k) of Regulation S. It includes anyone resident in the United States, entities organised under U.S. law, and certain trusts, estates and accounts held for U.S. persons. The full definition is in section 1 of the Tokenized Securities Terms. You also cannot sell or transfer tokens to a U.S. Person.