FINRA Investment Banking Representative Practice Exam 2025 – Complete Preparation Guide

For an offshore offering to be exempt under Regulation S, it is essential that no offers are made to persons physically located in the United States. This is a critical aspect of Regulation S, which was established to provide a safe harbor for offerings that are conducted outside of the U.S., thereby facilitating the ability of foreign issuers to access capital from international investors without registering the securities with the SEC.

The regulation stipulates that it applies to offerings made to non-U.S. persons and that the issuer and the investors must operate outside of the U.S. to maintain the exemption. This means that not only must the offerings occur outside U.S. boundaries, but also that the promotional activities or offers must not be directed towards individuals located in the United States. This ensures that the U.S. securities laws do not apply, providing the issuer with regulatory relief.

It's important to note that while being a foreign company may be a factor for certain offerings, it is not a strict requirement under Regulation S for the exemption to apply. The focus is primarily on the geographic aspect of the offers being made. Additionally, the concept of accredited investors is not a condition tied directly to Regulation S exemptions; this designation primarily relates to the suitability of investors in private placements under other regulations.