Regulation D and Regulation S are both regulations issued by the US Securities and Exchange Commission (SEC) that pertain to the offering and sale of securities.
Regulation D is a safe harbor provision that allows companies to raise capital through the sale of securities without having to register with the SEC or comply with certain disclosure requirements. Instead, companies must file a Form D with the SEC after the sale of securities. There are three different rules under Regulation D: Rule 504, Rule 505 and Rule 506. These rules have different requirements for the amount of money that can be raised and the types of investors that can participate.
Regulation S, on the other hand, is a set of rules that apply to the offer and sale of securities outside the United States. It creates a safe harbor from the registration requirements of the Securities Act of 1933, as long as the securities are sold in offshore transactions, and that the issuers, underwriters, and selling security holders are not engaged in directed selling efforts in the US.
Both regulation D and regulation S help companies to raise capital without having to register with the SEC and without having to provide the same level of disclosure that would be required in a registered offering. However, they have different requirements and apply to different situations.
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