A safe harbor from US securities registration requirements for offers and sales of securities made outside the United States to non-US persons. Tokenized real estate offerings frequently rely on Regulation S when accepting capital from non-US investors, alongside Regulation D for US investors. The borderless nature of blockchain technology creates unique compliance challenges under Regulation S, as sponsors must ensure that tokens issued under Regulation S are effectively restricted from being offered, sold, or transferred to US persons — restrictions that must be enforced both contractually and, ideally, through smart contract transfer controls and wallet whitelisting.
Regulation S
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