---
title: "Asset tokenization in the United States: Reg D, Reg A+, Reg CF and Reg S explained"
url: "https://www.unknowngravity.com/en/articulos/asset-tokenization-in-the-united-states"
site: Unknown Gravity
published: "2026-10-13T13:42:40+00:00"
modified: "2026-10-13T13:42:42+00:00"
language: en-US
description: "In the United States, a token that represents a security is a security: the SEC's interpretation of March 17, 2026 (Release 33-11412) treats a tokenized security as a \"digital security\" and says that…"
section: "Home > Security, regulation and legal > Asset tokenization in the United States: Reg D, Reg A+, Reg CF and Reg S explained"
---

# Asset tokenization in the United States: Reg D, Reg A+, Reg CF and Reg S explained

**In the United States, a token that represents a security is a security: the SEC's interpretation of March 17, 2026 (Release 33-11412) treats a tokenized security as a "digital security" and says that keeping its records on-chain or off-chain does not change its nature.** When the token is a security, asset tokenization, or RWA tokenization when the underlying is a real-world asset, follows federal securities law: the issuer registers the offering or relies on an exemption such as Regulation D, Regulation A or Regulation Crowdfunding, or sells outside the US under Regulation S, and works with registered intermediaries where the law requires them. This guide is for issuers, including European and Latin American ones, that want to tokenize in the US or raise money from US investors.

## Is a tokenized asset a security? Howey and the SEC's 2026 interpretation

The starting point is still the [Howey test](/en/glosario/howey-test), from [SEC v. W.J. Howey Co., 328 U.S. 293](https://tile.loc.gov/storage-services/service/ll/usrep/usrep328/usrep328293/usrep328293.pdf), decided on May 27, 1946. There is an investment contract when a person invests money in a common enterprise and expects profits that come from the efforts of the promoter or a third party (328 U.S. 298-299 and 301).

- **Commission interpretation, in force.** [Releases 33-11412 and 34-105020](https://www.federalregister.gov/documents/2026/03/23/2026-05635/application-of-the-federal-securities-laws-to-certain-types-of-crypto-assets-and-certain), issued jointly with the CFTC, were announced on March 17, 2026 and took effect on March 23, 2026 (91 FR 13714). They sort crypto assets into five categories (digital commodities, digital collectibles, digital tools, stablecoins and digital securities) and call Howey "binding legal precedent". Digital securities are securities, on-chain or off-chain (section III.E). The staff's 2019 framework for digital assets now appears on sec.gov as withdrawn and superseded.
- **Staff statement, not binding.** The [Statement on Tokenized Securities](https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826-statement-tokenized-securities) of January 28, 2026, from three SEC divisions, separates securities tokenized by the issuer (for example, with the master securityholder file kept on one or more crypto networks) from those tokenized by third parties: custodial (a tokenized security entitlement) or synthetic (a linked security or a security-based swap, which cannot be sold to non-eligible contract participants unless registered and exchange-traded).

The legal work is choosing the offering route; the token is the format. If the asset is offered as an investment, plan it as a [security token offering (STO)](/en/glosario/sto-security-token-offering) from day one.

## Offering routes compared: Reg D, Reg A+, Reg CF and Reg S

Figures from Title 17 of the eCFR, up to date as of October 8, 2026.

| Route | Amount limit | Who can invest | SEC filing | State law | Resale |
| --- | --- | --- | --- | --- | --- |
| Reg D, Rule 506(b) | No maximum in Rule 506 | Accredited investors plus up to 35 sophisticated non-accredited purchasers in any 90 days; no general solicitation | Form D within 15 calendar days of the first sale | Covered security: states keep notice filings, fees and anti-fraud powers | Restricted securities (Rule 144) |
| Reg D, Rule 506(c) | No maximum in Rule 506 | Accredited investors only, verified with reasonable steps; general solicitation allowed | Form D within 15 calendar days of the first sale | Covered security: states keep notice filings, fees and anti-fraud powers | Restricted securities (Rule 144) |
| Reg A, Tier 1 | $20 million in 12 months | Any investor | Form 1-A, no money accepted until qualified; Form 1-Z at the end | No federal preemption | Not restricted securities; resales get no federal preemption |
| Reg A, Tier 2 | $75 million in 12 months | Any investor; non-accredited capped at 10% of income or net worth unless the securities are exchange-listed | Form 1-A, no money accepted until qualified; then 1-K, 1-SA and 1-U | Preempted: every purchaser is a "qualified purchaser" | Not restricted securities; resales get no federal preemption |
| Reg CF (US issuers only) | $5 million in 12 months | Any investor; annual limits for non-accredited investors | Form C, C-U and C-AR, through one registered intermediary | Covered security | One-year transfer restriction, with exceptions |
| Reg S | — | Buyers in offshore transactions, with no directed selling efforts in the US | None of its own | Not a US offering (17 CFR 230.901) | Equity of US issuers: restricted securities |

### Regulation D: Rule 506(b) and Rule 506(c)

[Regulation D](/en/glosario/regulation-d) is the private placement route. Under Rule 506(b) the issuer may not use general solicitation (17 CFR 230.502(c)) and may sell to no more than 35 non-accredited purchasers in any 90-day period (230.506(b)(2)(i)), each able to evaluate the merits and risks, alone or with a purchaser representative, and each entitled to the information in 230.502(b), including financial statements. Under Rule 506(c) the issuer may advertise, but every purchaser must be an [accredited investor](/en/glosario/accredited-investor) and the issuer must take "reasonable steps to verify" that status (230.506(c)(2)).

- **Accredited investor (17 CFR 230.501(a)).** Among other categories: net worth over $1 million, alone or with a spouse or spousal equivalent, excluding the primary residence ((a)(5)); income over $200,000, or $300,000 jointly, in each of the last two years and expected this year ((a)(6)); holders of the Series 7, 65 or 82 licenses ((a)(10)); and certain entities with more than $5 million in assets ((a)(3)). The figures are not adjusted for inflation.
- **Verification.** Non-exclusive methods include IRS forms for two years, net worth documents from the last three months plus a consumer report, or a written confirmation from a broker-dealer, SEC-registered investment adviser, attorney or CPA (230.506(c)(2)(ii)).
- **High minimum investment.** In the [Latham & Watkins no-action letter](https://www.sec.gov/rules-regulations/no-action-interpretive-exemptive-letters/division-corporation-finance-no-action/latham-watkins-503c-031225) of March 12, 2025, the staff accepted that a minimum of $200,000 for natural persons or $1 million for entities, with written representations (accredited category and no third-party financing for the purpose) and no actual knowledge to the contrary, can support verification (C&DIs 256.35 and 256.36). C&DI 260.40 (July 21, 2026) adds that those representations may be given through a digital attestation within the tokenized security, if the issuer keeps records. All of this is staff guidance, not binding.
- **Form D.** A notice filed on EDGAR within 15 calendar days after the first sale (230.503(a)), which occurs when the first investor is irrevocably committed (C&DI 257.02). Filing is not a condition of the exemption (C&DI 257.07), but a court injunction for failing to file bars Rules 504 and 506 unless the SEC waives it (230.507).

### Regulation A (Reg A+): Tier 1 and Tier 2

[Regulation A](/en/glosario/regulation-a-plus) requires an offering statement on Form 1-A (17 CFR 239.90). The issuer may test the waters before filing, but it cannot accept money or commitments until the offering is qualified (230.255).

- **Limits.** Tier 1: $20 million in 12 months, of which no more than $6 million by affiliated selling securityholders (230.251(a)(1)). Tier 2: $75 million, of which no more than $22.5 million by affiliates (230.251(a)(2)).
- **Investors.** In Tier 2, a non-accredited investor may not invest more than 10% of the greater of annual income or net worth (revenue or net assets for an entity), unless the securities are listed on a national securities exchange upon qualification (230.251(d)(2)(i)(C)).
- **Eligible issuers.** Only issuers organized in, and with their principal place of business in, the US or Canada; among other exclusions, investment companies registered or required to register, BDCs and blank-check companies are left out (230.251(b)), and asset-backed securities are not eligible securities (230.261(c)).
- **Ongoing reports.** Tier 2 files annual (1-K, 120 days), semiannual (1-SA, 90 days) and current (1-U, four business days) reports (230.257(b)); Tier 1 files Form 1-Z within 30 days after the offering ends (230.257(a)).
- **States.** Tier 2 securities are covered securities because every Tier 2 purchaser is a "qualified purchaser" (Securities Act §18(b)(4)(D); 230.256). Tier 1 does not get that preemption.

### Regulation Crowdfunding (Reg CF)

[Regulation Crowdfunding](/en/glosario/regulation-crowdfunding) (17 CFR Part 227) allows up to $5 million in 12 months (227.100(a)(1)) through a single intermediary (227.100(a)(3)), which must be a registered broker or funding portal and a member of a national securities association (227.300(a); 227.400).

- **Investor limits.** Non-accredited investors have an annual limit across all Reg CF offerings: if their annual income or net worth is below $124,000, the greater of $2,500 or 5% of the greater of the two; if both are $124,000 or more, 10%, capped at $124,000 (227.100(a)(2)). Accredited investors have had no limit since March 15, 2021.
- **Excluded issuers.** Issuers not organized in the US, reporting companies, investment companies and funds excluded under Investment Company Act §3(b) or §3(c) (227.100(b)). A tokenized fund relying on §3(c)(1) or §3(c)(7) cannot use Reg CF.
- **Filings.** Form C for the offering, Form C-U within five business days of reaching 50% and 100% of the target (unless the intermediary publishes frequent progress updates), and an annual report on Form C-AR within 120 days after fiscal year-end (227.203).

### Regulation S: investors outside the US

Section 5 of the Securities Act does not apply to offers and sales made outside the US (17 CFR 230.901). Reg S requires an offshore transaction, no directed selling efforts in the US and the conditions of the issuer's category (230.903(a)). Category 1 includes foreign issuers with no "substantial U.S. market interest" (230.903(b)(1)). Category 3, which includes US issuers that do not report to the SEC, imposes for equity a one-year distribution compliance period (six months if the issuer reports), purchaser certifications, legends and the issuer's duty to refuse to register non-compliant transfers (230.903(b)(3)(iii)(B)). Equity of US issuers sold under Reg S is a restricted security (230.905). Reg S has no filing of its own with the SEC (a reporting issuer still discloses unregistered sales in its reports, 17 CFR 229.701).

## Who does what: issuer, counsel, transfer agent, broker-dealer, ATS and funding portal

| Role | What it does | Rule |
| --- | --- | --- |
| Issuer | Offers and sells its own securities. Its partners, officers, directors and employees can rely on a safe harbor to sell without registering as brokers; among other conditions, it rules out transaction-based compensation, and it covers those individuals, not a technology platform. | 17 CFR 240.3a4-1 |
| US securities counsel | Chooses the exemption, drafts the offering documents and filings (Form D, 1-A or C) and handles state notice filings. | — |
| Transfer agent | Keeps the master securityholder file and records transfers. Registration is mandatory only for agents of securities registered under Exchange Act Section 12, so a Reg D issuer whose securities are not registered under Section 12 is not legally required to use a registered one. Reg A Tier 2 and Reg CF issuers need one to stay out of the Section 12(g) holder count. | Exchange Act §17A(c)(1); 17 CFR 240.12g5-1 and 240.12g-6 |
| Broker-dealer | Effects transactions in securities for others; doing so without registration is unlawful. It must be a member of a registered securities association unless it operates only on an exchange of which it is a member; new FINRA members apply under FINRA Rule 1013. | Exchange Act §15(a) and §15(b)(8) |
| ATS | A marketplace that brings together orders from multiple buyers and sellers and uses established, non-discretionary methods under which they interact is an "exchange" unless it operates as an ATS run by a registered broker-dealer. An ATS for non-NMS securities files Form ATS at least 20 days before operating. | 17 CFR 240.3b-16; 242.301(b) |
| Funding portal | Alternative to a registered broker in Reg CF offerings, registered on Form Funding Portal. It may not offer advice or recommendations, solicit, pay for solicitation or hold investor funds or securities. | 17 CFR 227.300(c)(2); 227.400 |
| Technology provider | Builds the platform, smart contracts, investor onboarding tools and integrations, and must stay clear of the broker indicators below. | SEC staff guidance |

### What an unregistered technology provider can and cannot do

The SEC staff's [Guide to Broker-Dealer Registration](https://www.sec.gov/about/reports-publications/investor-publications/guide-broker-dealer-registration) (last reviewed or updated December 12, 2016; not binding) lists signals that can require registration: taking part in key stages of a transaction (finding investors, negotiating, executing), compensation tied to the outcome or size of the transaction, and handling other people's funds or securities. It expressly mentions finders, including in private placements.

The [staff statement of April 13, 2026](https://www.sec.gov/newsroom/speeches-statements/staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized-prepare-staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized) (not binding; it will be considered withdrawn after five years absent Commission action) opens a narrow space limited to transactions in crypto asset securities: the staff will not object if the provider of an interface (website, browser extension or app) that helps users prepare transactions they initiate themselves from a self-custodial wallet does not register as a broker-dealer, provided it charges only a fixed fee to the user that is neutral as to product, route, venue and counterparty, does not solicit investors for specific transactions and discloses that it is not registered with or regulated by the SEC. It does not cover anyone who negotiates terms, recommends, values assets, handles funds or securities, executes, settles or routes orders, and it does not address placing an issuer's offering.

- **Technology-side work:** issuance software, transfer restrictions and investor whitelists in the smart contract, KYC/AML and accredited investor verification integrations, and keeping the token in sync with the transfer agent's register.
- **Broker indicators that call for a registered intermediary:** finding investors for the offering, success fees tied to the amount raised, holding investors' money or tokens, and matching buy and sell orders.

## The SEC's position in 2025-2026: rule, order, proposal or staff statement?

Rules and Commission orders are in force; a Commission interpretation is the Commission's own view; a proposal can still change; staff statements, no-action letters and C&DIs do not bind the Commission.

| Date | Document | Type | What it means for issuers |
| --- | --- | --- | --- |
| March 12, 2025 | Latham & Watkins letter on Rule 506(c) | Staff no-action letter | High minimums can support accredited investor verification |
| January 28, 2026 | Statement on Tokenized Securities | Staff statement | Issuer model and third-party model (custodial or synthetic) |
| March 17, 2026 | Releases 33-11412 and 34-105020 | Commission interpretation, with the CFTC; effective March 23, 2026 | Five categories of crypto assets; digital securities are securities |
| April 13, 2026 | Statement on user interfaces | Staff statement | Narrow room, only for crypto asset securities transactions, for self-custodial wallet interfaces without broker-dealer registration |
| July 21, 2026 | C&DI 260.40 | Staff interpretation | Rule 506(c) representations may be given by digital attestation within the token |
| August 18, 2026 | [Regulation Crypto Assets](https://www.sec.gov/files/rules/proposed/2026/33-11434.pdf) (Release 33-11434) | Proposal; comments until October 20, 2026 | Exemptions of up to $5 million over four years and up to $75 million every 12 months, plus a safe harbor, for investment contracts involving crypto assets; not aimed at tokenizing traditional securities |
| September 1, 2026 | [Transfer agent rules](https://www.federalregister.gov/documents/2026/09/04/2026-18190/transfer-agent-rules) (Release 34-106246) | Proposal; comments until November 3, 2026 | The master securityholder file could be kept on a blockchain, without requiring it; new rule on restrictive legends |
| September 17, 2026 | [Innovation exemption](https://www.sec.gov/files/rules/exorders/2026/34-106402.pdf) (Release 34-106402) | Commission exemptive order, in force until September 17, 2031 | Tokenized Securities Venues for tokenized NMS stock only, with the same rights as the stock; no synthetics and no primary issuance |
| September 30, 2026 | Notices on new certifications for accredited investors (Releases 33-11445 to 33-11449) | Notices of possible orders; comments until December 4, 2026 | An accredited investor exam to be developed by FINRA, the CPA license, the CFA and CFP designations and the Series 79, 86 and 87 licenses could qualify |

## Stablecoins: the GENIUS Act is law but not yet effective; CLARITY is not law

If your offering will settle in [stablecoins](/en/glosario/stablecoin), this is where things stand:

- **Enacted, not yet effective.** The [GENIUS Act](/en/glosario/genius-act) is [Public Law 119-27](https://www.govinfo.gov/app/details/PLAW-119publ27), signed on July 18, 2025. Under Sec. 20 it takes effect on the earlier of 18 months after enactment or 120 days after the primary federal regulators issue final rules. The Treasury expects January 18, 2027 (91 FR 61688, note 17); as of October 13, 2026, no final rule from the OCC, FDIC, Federal Reserve or NCUA had been published.
- **Once effective.** Payment stablecoins issued by permitted issuers will not be securities (Sec. 17), issuers may not pay interest or yield just for holding them (Sec. 4(a)(11)) and issuing without authorization will be prohibited (Sec. 3(a)). Until then, Release 33-11412 treats stablecoins as a separate category: it interprets that offers and sales of "Covered Stablecoins" do not involve securities, and other stablecoins may be securities depending on the facts.
- **CLARITY is a bill.** The [Digital Asset Market Clarity Act (H.R. 3633)](https://www.congress.gov/bill/119th-congress/house-bill/3633) passed the House 294-134 on July 17, 2025, but on September 15, 2026 the Senate failed to invoke cloture on the motion to proceed (49-50); a motion to reconsider was entered, so the vote can be repeated. It is not law, and its Senate Banking text on tokenized securities (Sec. 505) remains bill text.

## Resale and realistic liquidity

A token can move in seconds; the security it represents often cannot.

- **Reg D.** Restricted securities (17 CFR 230.144(a)(3); 230.502(d)). The Rule 144 safe harbor requires a holding period of six months if the issuer has reported for at least 90 days, or one year if it does not report (230.144(d)(1)); later holders add the previous holder's period, and, with limited exceptions, the rule is not available for securities of shell companies or former shell companies (230.144(i)). Section 4(a)(7) exempts resales to accredited investors without general solicitation, subject to further conditions such as issuer information when the issuer does not report (15 U.S.C. 77d(d)).
- **Reg CF.** One year without transfers, except to the issuer, to accredited investors, in a registered offering or to family members (17 CFR 227.501(a)).
- **Reg A.** Not on the Rule 144(a)(3) list of restricted securities, but resales do not get federal preemption of state law (C&DI 182.10).
- **Venue.** A platform that matches multiple buyers and sellers must register as an exchange or operate as an ATS run by a registered broker-dealer (240.3b-16; 242.301). The innovation exemption only covers tokenized NMS stock.
- **What the filings show.** Tirios Propco Series LLC (Reg A Tier 2) says in its [offering circular of December 11, 2025](https://www.sec.gov/Archives/edgar/data/1975188/000147793225008912/tirios_253g2.htm) that its interests can only be resold through PPEX ATS, if and when available, and that investors should be prepared to hold them indefinitely. NRI Real Token (Rule 506(c)) never issued its tokens because no custodian was available, and it [filed to deregister (Form 15) on November 9, 2023](https://www.sec.gov/Archives/edgar/data/1877561/000121390023085064/ea187790-1512g_nrireal.htm).

The smart contract should block what the law blocks: holding periods, investor whitelists and Reg S restrictions. For property deals, see [real estate tokenization in the United States](/en/articulos/real-estate-tokenization-united-states).

## Common mistakes: myth vs. reality

| Myth | Reality | Source |
| --- | --- | --- |
| Putting a security on a blockchain changes its legal nature | On-chain or off-chain, a digital security is a security | Release 33-11412, section III.E |
| Reg A+ is capped at $50 million and Reg CF at $1 million | $75 million in Tier 2 and $5 million in Reg CF, in 12 months, under Release 33-10884, in force since March 15, 2021 | 17 CFR 230.251(a)(2); 227.100(a)(1) |
| Reg D tokens can only be resold through a registered transfer agent | Registration is mandatory only for agents of Section 12 securities; Reg A Tier 2 and Reg CF need one because of the Section 12(g) count | Exchange Act §17A(c)(1); Trading and Markets FAQ, Q10 |
| An on-chain attestation satisfies Rule 506(c) verification | It is only a way to give the representations of the high-minimum method; verification is still a reasonable-steps judgment, and this is a staff view | C&DI 260.40; 17 CFR 230.506(c)(2)(ii) |
| The SEC approved NYSE's tokenized trading and DTC's tokenization | The NYSE rule took effect on filing, without an approval order, and DTC has a staff no-action letter (December 11, 2025); Nasdaq's rule, by contrast, was approved by order (issued by the staff under delegated authority) | 91 FR 21553; Release 34-105047 |
| The GENIUS Act is already in effect | Enacted on July 18, 2025; expected effective date January 18, 2027 | Public Law 119-27, Sec. 20 |

## For issuers outside the US: Europe and Latin America

- **Investors outside the US:** Regulation S, under the conditions of your category (17 CFR 230.903).
- **A local vehicle for Reg A or Reg CF:** Reg A only admits issuers organized and based in the US or Canada (230.251(b)(1)), and Reg CF only issuers organized in the US (227.100(b)(1)).
- **US accredited investors:** analyze Rule 506(b) and Rule 506(c) with your US counsel, including verification and Form D.
- **Delaware:** corporate records, including the stock ledger, may be kept on distributed electronic networks or databases ([8 Del. C. §224](https://delcode.delaware.gov/title8/c001/sc07/index.html)), since August 1, 2017.
- **Puerto Rico:** federal securities law applies (Securities Act §2(a)(6)-(7); Exchange Act §3(a)(16)); see [asset tokenization in Puerto Rico](/en/articulos/asset-tokenization-in-puerto-rico).
- **Also issuing in Europe:** compare [Spain, Luxembourg, Switzerland and Liechtenstein](/en/articulos/emitir-security-token-espana-vs-jurisdicciones). Latin American issuers should also work with local legal counsel.

## Frequently asked questions

### Do I need to file anything with the SEC to tokenize an asset?

It depends on the route: a Form D notice within 15 calendar days after the first sale under Rule 506 (17 CFR 230.503); a Form 1-A under Reg A, with no money accepted until it is qualified (230.255); a Form C through a registered broker or funding portal under Reg CF (227.203); and no filing of its own under Reg S.

### Can non-accredited investors buy tokenized securities?

Yes: in a registered offering, through Reg A (in Tier 2, within the 10% limit unless the securities are exchange-listed), through Reg CF (within its annual limits) or under Rule 506(b) (up to 35 sophisticated purchasers in any 90 days). Rule 506(c) only admits accredited investors.

### Can a European or Latin American company use Reg CF or Reg A?

Not directly. Reg CF requires an issuer organized in the US and Reg A one organized and based in the US or Canada (227.100(b)(1); 230.251(b)(1)). For investors outside the US, the route is Regulation S.

### Can the blockchain be the official register of holders?

According to SEC staff, yes: a registered transfer agent may use it as its master securityholder file ([Trading and Markets FAQ](https://www.sec.gov/rules-regulations/staff-guidance/trading-markets-frequently-asked-questions/frequently-asked-questions-relating-crypto-asset-activities-distributed-ledger-technology), Q11), and the issuer or its agent may keep that file on crypto networks (statement of January 28, 2026). Both are staff views; the transfer agent rules proposed on September 1, 2026 would leave the technology of that file to the transfer agent's discretion, provided it keeps exclusive control.

## How we work with US issuers

Unknown Gravity is a Spanish tokenization and blockchain infrastructure company. For US offerings we build the platform, the smart contracts and the integrations (KYC, accredited investor verification, transfer agent, broker-dealer or ATS, funding portal), and we work alongside your US securities counsel and the registered intermediaries you appoint. We are not a broker-dealer, funding portal, transfer agent, investment adviser or law firm. See our [white label tokenization platform](/en/servicios/plataforma-tokenizacion-marca-blanca) and our [security token](/en/servicios/security-tokens) service.

## Official sources

- [Releases 33-11412 and 34-105020 on crypto assets (Federal Register)](https://www.federalregister.gov/documents/2026/03/23/2026-05635/application-of-the-federal-securities-laws-to-certain-types-of-crypto-assets-and-certain)
- [17 CFR 230.506, Rule 506 of Regulation D (eCFR)](https://www.ecfr.gov/current/title-17/section-230.506)
- [17 CFR 230.501, accredited investor definition (eCFR)](https://www.ecfr.gov/current/title-17/section-230.501)
- [17 CFR 230.251, Regulation A (eCFR)](https://www.ecfr.gov/current/title-17/section-230.251)
- [17 CFR 227.100, Regulation Crowdfunding (eCFR)](https://www.ecfr.gov/current/title-17/section-227.100)
- [17 CFR 230.903, Regulation S (eCFR)](https://www.ecfr.gov/current/title-17/section-230.903)
- [17 CFR 230.144, Rule 144 (eCFR)](https://www.ecfr.gov/current/title-17/section-230.144)
- [Compliance and Disclosure Interpretations: Securities Act Rules (SEC)](https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/securities-act-rules)

*Framework verified as of October 13, 2026.* Planning a tokenized offering in the US or for US investors? [Talk to us](/en/meeting).