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What is Reg S or Regulation S?

Regulation S provides an SEC compliant way for US and international (Non-US) companies to raise capital outside the U.S. It is not necessary to have a company in the USA to use Reg S.

A Regulation S offering can issue equity or debt securities. A company that makes their offering under Reg S is also allowed to use another method to raise capital from US investors  - usually Reg D 506c.

Reg S investors from outside the US can be of any wealth level (which is much easier  to work with than in a Reg D). Reg S is a good compliment to Reg D, becasue Reg S allows non-US investors to invest in a US company or a non-US company on a similar basis to the Reg D terms, but with no requirement to be accredited (wealthy) investors. 

Reg S requires that the investment offer and sale must be made to investors that are outside the US and US investors must not be shown the non-US investor terms.* 

There is no required SEC registration for Reg S offerings, but there are methods and good practices that must be followed. We bring in an attorney that writes a Private Placement Memorandum (PPM) and Subscription Agreement for your offering - this describes the investment in legal and financial terms. With the PPM and Subscription Agreement, you can raise money online through our platform if we both decide to work with each other.

*The Manhattan Street Capital site software automatically checks the location of potential investors and has the investor certify their location before allowing a non-US investor to see the Reg S offering.

If you would like to leearn more, Contact us.

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