Regulation S (Reg S)
SEC regulation providing a safe harbor for securities offerings made outside the United States to non-US persons, exempt from SEC registration requirements.
Full Definition
Regulation S establishes safe harbors from SEC registration for offerings conducted entirely outside the US. To qualify, offers and sales must occur in offshore transactions with no directed selling efforts in the US. Reg S is commonly combined with Reg D offerings, allowing issuers to sell to accredited US investors under Reg D while simultaneously offering to international investors under Reg S.
Why It Matters
Reg S is what makes Sails.to truly global. While US investors must be accredited and verified under Reg D 506(c), international investors can participate under Reg S—often with simpler professional investor requirements.
The combination of Reg D + Reg S is the gold standard for compliant global fundraising. One offering, two regulatory frameworks, worldwide reach.