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What is Reg S or Regulation S?

Regulation S provides an SEC compliant way for US and 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 both equity and 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. Reg S is a good compliment to Reg D, in that 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, with no requirement to be accredited (wealthy) investors. 

Reg S requires that the 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.  (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).

There is no required SEC registration for a Reg S offerings, but there are methods and practices that must be used. 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.

If you are interested, Contact us.

Related Content:

How much does a Regulation S offering cost?

Manhattan Street Capitals' ICO  Services via  Reg S

Timeline for a Reg D/Reg S ICO via convertible notes