Regulation S
E9571
Regulation S is a U.S. Securities and Exchange Commission rule that provides a safe harbor exemption for offers and sales of securities made outside the United States, allowing issuers to avoid registering those offerings under the Securities Act of 1933.
All labels observed (1)
| Label | Occurrences |
|---|---|
| Regulation S canonical | 3 |
How this entity was disambiguated
This entity first appeared as the object of triple T86237 — resolving that mention is where its identity was fixed. The disambiguator weighed these candidate entities and picked the highlighted one (or “None”, minting a new entity). This is how homonymy is resolved: the same surface form can point to different entities.
NED1
Entity disambiguation (via context triple)
gpt-5-mini-2025-08-07
Target entity: Regulation S Context triple: [U.S. Securities Act of 1933, laterInterpretedBy, Regulation S]
-
A.
Regulation A
Regulation A is a U.S. securities offering exemption that allows smaller companies to raise limited amounts of capital from the public with simplified registration and reporting requirements compared to a full SEC-registered offering.
-
B.
Regulation D
Regulation D is a set of SEC rules that provides exemptions from the registration requirements for certain private offerings of securities in the United States.
-
C.
U.S. Securities Act of 1933
The U.S. Securities Act of 1933 is a landmark federal law that established strict disclosure requirements for securities offerings to protect investors and restore confidence in financial markets after widespread abuses revealed by the stock market crash and ensuing economic crisis.
-
D.
U.S. Securities Exchange Act of 1934
The U.S. Securities Exchange Act of 1934 is a landmark federal law that created the Securities and Exchange Commission (SEC) and established comprehensive regulation of secondary trading of securities in the United States to restore investor confidence and prevent market abuses.
-
E.
SEC
The SEC (Southeastern Conference) is a major collegiate athletic conference in the United States known for its powerhouse sports programs, especially in college football.
- F. None of above. chosen
- G. Unsure - the case is ambiguous/there is not enough information to decide.
NED2
Entity disambiguation (via description)
gpt-5-mini-2025-08-07
Target entity: Regulation S Target entity description: Regulation S is a U.S. Securities and Exchange Commission rule that provides a safe harbor exemption for offers and sales of securities made outside the United States, allowing issuers to avoid registering those offerings under the Securities Act of 1933.
-
A.
Regulation A
Regulation A is a U.S. securities offering exemption that allows smaller companies to raise limited amounts of capital from the public with simplified registration and reporting requirements compared to a full SEC-registered offering.
-
B.
Regulation D
Regulation D is a set of SEC rules that provides exemptions from the registration requirements for certain private offerings of securities in the United States.
-
C.
U.S. Securities Act of 1933
The U.S. Securities Act of 1933 is a landmark federal law that established strict disclosure requirements for securities offerings to protect investors and restore confidence in financial markets after widespread abuses revealed by the stock market crash and ensuing economic crisis.
-
D.
U.S. Securities Exchange Act of 1934
The U.S. Securities Exchange Act of 1934 is a landmark federal law that created the Securities and Exchange Commission (SEC) and established comprehensive regulation of secondary trading of securities in the United States to restore investor confidence and prevent market abuses.
-
E.
SEC
The SEC (Southeastern Conference) is a major collegiate athletic conference in the United States known for its powerhouse sports programs, especially in college football.
- F. None of above. chosen
Statements (44)
| Predicate | Object |
|---|---|
| instanceOf |
SEC rule
ⓘ
United States securities regulation ⓘ safe harbor exemption ⓘ |
| administeredBy |
Securities and Exchange Commission
ⓘ
surface form:
U.S. Securities and Exchange Commission
|
| appliesTo |
U.S. issuers
ⓘ
convertible securities ⓘ debt securities ⓘ distributors of securities ⓘ equity securities ⓘ foreign issuers ⓘ offshore offerings by U.S. reporting companies ⓘ offshore offerings by non-reporting issuers ⓘ |
| basedOnStatute |
U.S. Securities Act of 1933
ⓘ
surface form:
Securities Act of 1933
|
| codifiedIn | Title 17 of the Code of Federal Regulations ⓘ |
| condition |
no directed selling efforts may be made in the United States
ⓘ
offers and sales must be made in offshore transactions ⓘ resale restrictions may apply to securities sold under Regulation S ⓘ |
| contains |
Category 1 offerings
ⓘ
Category 2 offerings ⓘ Category 3 offerings ⓘ |
| defines |
directed selling efforts
ⓘ
offshore transaction ⓘ |
| distinguishes | U.S. persons and non-U.S. persons ⓘ |
| exemptsFrom | registration under the Securities Act of 1933 for qualifying offshore offerings ⓘ |
| focusesOn |
geographic location of the offer and sale
ⓘ
investor location and marketing efforts ⓘ |
| imposes | distribution compliance periods for certain categories of securities ⓘ |
| jurisdiction |
United States of America
ⓘ
surface form:
United States
|
| legalEffect | provides a non-exclusive safe harbor from Securities Act registration ⓘ |
| nonExclusive | true ⓘ |
| objective |
to facilitate capital raising outside the United States
ⓘ
to prevent circumvention of U.S. registration requirements for domestic offerings ⓘ |
| policyGoal |
investor protection in the U.S. market
ⓘ
promotion of efficient global capital markets ⓘ |
| purpose |
to clarify when the registration requirements of the Securities Act of 1933 do not apply to offshore offerings
ⓘ
to provide a safe harbor from registration for offshore securities offerings ⓘ |
| regulates |
offers of securities made outside the United States
ⓘ
sales of securities made outside the United States ⓘ |
| relatedTo |
Regulation D
ⓘ
Rule 144A ⓘ U.S. Securities Act of 1933 ⓘ
surface form:
Section 5 of the Securities Act of 1933
|
| requires | that offers and sales not be made to U.S. persons except as permitted ⓘ |
| usedFor |
international securities offerings
ⓘ
offshore private placements ⓘ |
How these facts were elicited
The pipeline generated the facts above by prompting gpt-5.1 with this entity's name + description and the instruction below.
Instruction
You are a knowledge base construction expert. Given a subject entity and a description of it, return factual statements that you know for the subject as a JSON list of dictionaries(triples), where keys must be "subject", "predicate" and "object". The number of facts may be very high, between 25 to 50 or more, for very popular subjects. For less popular subjects, the number of facts can be very low, like 5 or 10. # Requirements - If you don't know the subject at all, return an empty list. - If the subject is not a named entity, return an empty list. - Include at least one triple where predicate is "instanceOf". - Do not get too wordy. - Separate several objects into multiple triples with one object.
Input
Subject: Regulation S Description of subject: Regulation S is a U.S. Securities and Exchange Commission rule that provides a safe harbor exemption for offers and sales of securities made outside the United States, allowing issuers to avoid registering those offerings under the Securities Act of 1933.
Referenced by (3)
Full triples — surface form annotated when it differs from this entity's canonical label.