Web3
③ US distribution path
Reg D + Reg S: The core legal portfolio for the private offering of RWA in the United States
GFM
••15 min
In the US market, the core path for RWA distribution is typically based on Reg D + Reg S , i.e.:
- Reg D → For US accredited investors
- Reg S → Targeting investors outside the United States
This combination forms the standard structure for cross-border private placements.
Path location <br>Applicable assets:
- Equity
- Private placement bonds
- Income rights assets
- Commodities
- Private equity funds
Applicable investors:
- US accredited investors
- overseas institutions
- Family Office
Core Structure
- Issuer
- SPV
- Token wrapper
- Investor
- Transfer restrictions
- Secondary venue (optional)
Issuance process
- Confirmation of security attributes
- Reg D Exemption Design
- Reg S structural design
- Investor KYC
- Private Placement
- Lock-up and transfer restrictions
- Secondary liquidity (compliant)
Key Compliance Points
- Investor Certification
- Information Disclosure
- Lock-up rules
- Securities Law Exemption Conditions
- Transfer restrictions
Advantages
- US Investor Access
- The legal path is mature.
- High acceptance by institutions
risk
- Strict securities regulation
- Lock-up period restrictions
- Secondary market liquidity constraints
GFM Service
- Reg D/S Structure Design
- Investor suitability system
- Token compliant issuance
- Cross-border issuance structure
Compliance Disclaimer : This article is industry research and does not constitute legal advice or securities issuance recommendations.