Regulation S
Raise capital from international investors through offshore transactions outside U.S. registration — often run alongside a Reg D round.
What You Get
- ✓Unlimited raise from non-U.S. investors
- ✓Runs in parallel with a Reg D 506(c) tranche
- ✓Offshore transaction compliance workflows built in
- ✓Distribution compliance period tracking
Built Into Every Deal
Flat-fee engagement. Directly Listed charges a flat platform fee plus an equity grant at signing — quoted individually for every deal. No percentage-of-raise surprises.
eSignature execution. Subscription agreements and engagement letters are executed through Adobe Acrobat Sign with full audit trails.
Payments. Investors fund by card for amounts under $5,000 (processed by Braintree, a PayPal service) and by wire or ACH above that.
Issuer-exemption model. Directly Listed is a technology platform; offerings are conducted by issuers in reliance on their own exemptions, with compliance workflows — accreditation, investor limits, KYC — built into the software.
Flat Fee Disclosure
Our SEC-licensed attorneys, consultants, and listing advisors are all paid out of the flat fee we charge. There are no separate legal bills—only third-party costs, such as legal opinions, valuation reports, audits, transfer agent and DTC fees, exchange application fees, and any annual exchange fees.
The flat fee is determined by the scope of services provided and your company's stage, along with an equity grant that is likewise set according to your startup's stage and needs. Every deal is quoted individually.
Understanding Regulation S
Regulation S provides a safe harbor from U.S. Securities Act registration for offers and sales of securities that occur outside the United States. It imposes strict offshore-transaction and distribution-compliance conditions and does not relieve issuers of antifraud or other U.S. securities-law obligations — and is often run in parallel with a U.S. Reg D tranche.
At a glance
- ✓For offers and sales made outside the United States
- ✓Frequently paired with a domestic Reg D 506(c) round
- ✓Requires a genuine “offshore transaction”
- ✓Distribution compliance period restricts resales into the U.S.
- ✓Antifraud provisions still apply in full
- ✓KYC and geographic-location controls required
The offshore-transaction test
The gateway to the safe harbor is that the offer is not made to a person in the United States and the purchaser is located outside the U.S. (or the offeror reasonably believes so), or the transaction is executed on an established foreign securities exchange. Securities fall into categories that determine the applicable distribution compliance period and resale restrictions, with different tests for U.S. versus non-U.S. issuers.
What it does not do
Regulation S is not a blanket exemption from U.S. securities laws. Antifraud provisions remain fully applicable, and subsequent offers or sales into the United States during the distribution compliance period can jeopardize the safe harbor unless conducted under registration or another valid exemption. The courts and the SEC look beyond form to substance when assessing whether an offering truly occurred offshore.
Operational controls
Issuers should target offers only to non-U.S. persons, retain contemporaneous evidence of investors' offshore status, coordinate with foreign intermediaries and exchanges to confirm execution venues, and plan for the distribution compliance period and potential resale limitations. Because Regulation S interacts with other exemptions and with state and foreign law, issuers commonly engage counsel to map the structure and confirm the applicable category and compliance period.
This summary is provided for general information only and is not legal, tax, or investment advice. Offerings are conducted by issuers in reliance on their own exemptions; confirm current requirements with qualified counsel.