A Regulation S offering is generally limited to non-U.S. persons in offshore transactions. It is an exemption under the U.S. Securities Act that allows securities to be sold outside the United States without SEC registration if certain conditions are met.

The core eligibility question is: Is the investor a “U.S. person” under Rule 902(k)?

Typically Eligible Investors

These can often invest in a Regulation S offering if the transaction occurs offshore:

  • Non-U.S. individuals residing outside the U.S.
  • Foreign corporations organized outside the U.S.
  • Foreign partnerships and LLCs
  • Certain offshore trusts and estates
  • Non-U.S. investment funds
  • Foreign banks, family offices, and institutions
  • Non-U.S. branches of some entities (depending on structure)

Generally NOT eligible

These are usually considered U.S. persons and therefore cannot purchase directly in a Regulation S tranche:

  • U.S. citizens or permanent residents located in the U.S.
  • U.S. citizens or permanent residents located outside the U.S.
  • Any person executing the subscription agreements on U.S. soil
  • Green card holders in many cases
  • Corporations organized under U.S. law
  • U.S. partnerships or LLCs
  • U.S. trusts or estates
  • Accounts held for the benefit of U.S. persons
  • Foreign entities formed mainly to evade U.S. securities rules

Please don’t hesitate to reach out to us to help confirm your eligibility.