---
title: Cross-border security token offerings between the EU and the US
url: "https://www.unknowngravity.com/en/articulos/cross-border-security-token-offering-eu-us"
site: Unknown Gravity
published: "2026-10-13T15:38:53+00:00"
modified: "2026-10-13T15:38:53+00:00"
language: en-US
description: "An EU issuer can take US investors without registering the offering with the SEC: it sells outside the US under Regulation S and places the US tranche under an exemption such as Rule 506(b) or Rule…"
section: "Home > Security, regulation and legal > Cross-border security token offerings between the EU and the US"
---

# Cross-border security token offerings between the EU and the US

**An EU issuer can take US investors without registering the offering with the SEC: it sells outside the US under Regulation S and places the US tranche under an exemption such as Rule 506(b) or Rule 506(c) of Regulation D. A US issuer that wants investors in the EU needs an approved prospectus or an exemption under Regulation (EU) 2017/1129 and, if a third party places the offering, that party must be authorized under MiFID II.** In both directions the token is a security and follows the securities rules on each side. Technology does not change that classification, but it can apply each jurisdiction's restrictions on every transfer.

This guide is for European issuers that want US investors, for US issuers that want to place in Europe, and for the platforms that serve them. It does not replace advice from lawyers in both jurisdictions.

## Two directions, two frameworks: summary

| Question | EU issuer with US investors | US issuer with EU investors |
| --- | --- | --- |
| Offering rules | Regulation S for investors outside the US (17 CFR 230.901-905) and Rule 506 of Regulation D for the US tranche (230.506) | An approved prospectus or an exemption under Regulation (EU) 2017/1129 and, on the US side, Regulation S |
| Who can invest | 506(c): verified accredited investors only. 506(b): accredited investors plus up to 35 non-accredited purchasers in any 90-day period | With a prospectus, any investor. Without one: qualified investors, fewer than 150 persons per Member State, at least €100,000 per investor (Article 1(4)) or an offer below €12 million that is not passported (Article 3(2)) |
| Intermediary | Not required by Rule 506, but anyone who finds investors for outcome-based pay may need to register as a broker-dealer (Exchange Act Section 15(a)) | Placing financial instruments is an investment service that requires authorization (MiFID II, Article 5(1) and Annex I, Section A) |
| Resale | Restricted securities: a six-month or one-year holding period for the Rule 144 safe harbor (230.144(d)(1)) | Reselling securities placed under one of the exemptions in Article 1(4), points (a) to (db), is a separate offer (Article 5(1) of the Prospectus Regulation); in the US, equity of US issuers sold under Regulation S is a restricted security (230.905) |

## 1. EU issuer that wants US investors

An offering with investors on both sides is split into two tranches: one outside the US, relying on Regulation S, and one in the US, which needs its own exemption from registration. Each tranche follows its own rules, and the timing and communications of both are coordinated with US securities counsel.

### Investors outside the US: Regulation S

- **Scope.** Section 5 of the Securities Act, which requires offerings to be registered, does not apply to offers and sales made outside the US (17 CFR 230.901).
- **Conditions.** An offshore transaction, no directed selling efforts in the US and the conditions of the applicable category (230.903(a)).
- **Categories.** Category 1 includes, among other cases, foreign issuers that reasonably believe at the start of the offering that there is no "substantial U.S. market interest" in the securities offered (230.903(b)(1)); note that an EU company with more than half of its voting securities held by US residents and with most of its executives or directors, its assets or its administration in the US is not a "foreign private issuer," and Regulation S treats it as a US issuer (230.902(e) and 230.405). Categories 2 and 3 add a distribution compliance period during which no offers or sales may be made to U.S. persons or for their account: 40 days in Category 2 and for debt in Category 3, and one year for equity in Category 3 (six months if the issuer reports to the SEC). That equity also requires purchaser certifications, an agreement to resell only in compliance with the rule, legends on securities of US issuers and the issuer's refusal to register non-compliant transfers (230.903(b)(2)-(3)). US securities counsel determines which category applies.

### Investors in the US: Rule 506(b) or Rule 506(c)

Regulation A only admits issuers organized and with their principal place of business in the US or Canada (17 CFR 230.251(b)(1)), and Regulation Crowdfunding only issuers organized in the US (227.100(b)(1)). That is why a European issuer with no US vehicle usually turns to [Regulation D](/en/glosario/regulation-d), which does not require a US entity: Rule 504 only goes up to $10 million over 12 months (230.504(b)(2)), and Rule 506, with no dollar cap, comes in two versions:

- **Rule 506(b).** No general solicitation (230.502(c)). It admits accredited investors and no more than 35 non-accredited purchasers in any 90-day period, each able to evaluate the merits and risks alone or with a purchaser representative (230.506(b)(2)). Non-accredited purchasers must receive the information in 230.502(b), including financial statements.
- **Rule 506(c).** General solicitation is allowed, 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)). Among the categories for natural persons: net worth over $1 million excluding the primary residence, or income over $200,000 ($300,000 jointly with a spouse or spousal equivalent) in each of the last two years with a reasonable expectation of reaching the same level in the current year (230.501(a)(5)-(6)).
- **Form D and the states.** A notice on EDGAR within 15 calendar days after the first sale (230.503(a)(1)). Rule 506 securities are covered securities: states keep notice filings, fees and their anti-fraud powers (15 U.S.C. 77r(b)(4)(F) and (c)).

If the US tranche uses 506(c), which allows advertising, and the international tranche uses Regulation S, which prohibits directed selling efforts in the US (230.903(a)), the marketing for both tranches is designed with US securities counsel.

### Transfer restrictions and resale

- **Regulation D tranche.** These are 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 to the SEC for at least 90 days, or one year if it does not report, and a later holder adds the previous holder's period (230.144(d)(1)). It is a safe harbor, not a contractual lock-up. Section 4(a)(7) allows resales to accredited investors without general solicitation, subject to further conditions (15 U.S.C. 77d(d)).
- **Regulation S tranche.** Category 1 has no compliance period. In Categories 2 and 3, no sales may be made to U.S. persons or for their account during that period (230.903(b)(2)-(3)), and any resale has to rely on Regulation S (for example, the offshore resale safe harbor in 230.904), on registration or on another exemption; for Category 3 equity, the issuer must refuse to register transfers that do not comply.
- **Record of holders.** Registration as a transfer agent is only mandatory for those acting for securities registered under Section 12 of the Exchange Act, or that would be but for certain exemptions (Section 17A(c)(1)). According to the SEC Division of Trading and Markets FAQs (staff views, not binding), a registered transfer agent may use a blockchain as the official record of holders if it meets the transfer agent rules on records, turnaround, safeguarding and internal controls.
- **Secondary market.** A platform that brings together orders from multiple buyers and sellers and uses established, non-discretionary methods for them to interact meets the definition of an exchange (17 CFR 240.3b-16); to avoid registering as an exchange it must operate as an ATS under Regulation ATS, which among other things requires registering as a broker-dealer (240.3a1-1(a)(2); 242.301(b)(1)).

### Who finds the investors

It is unlawful for a broker to effect or induce securities transactions without being registered (Exchange Act Section 15(a)). The SEC staff guide to broker-dealer registration (not binding) lists as signals finding investors, compensation tied to the outcome or size of the transaction, and handling other people's funds or securities. The Rule 3a4-1 safe harbor covers certain partners, directors, officers and employees of the issuer, not a technology platform (17 CFR 240.3a4-1). Each route is covered in detail in our [guide to asset tokenization in the United States](/en/articulos/asset-tokenization-in-the-united-states).

## 2. US issuer that wants investors in the EU

In the EU, a security token that falls within Annex I, Section C, of MiFID II is a financial instrument (Article 4(1)(15) of Directive 2014/65/EU), and MiCA does not apply to it (Article 2(4)(a) of Regulation (EU) 2023/1114). How it is placed is decided by the Prospectus Regulation and MiFID II.

### Prospectus or exemption

- **General rule.** In the EU, securities may only be offered to the public after a [prospectus](/en/glosario/folleto-informativo) is published (Article 3(1) of Regulation (EU) 2017/1129). Units of collective investment undertakings other than the closed-end type fall outside that Regulation (Article 1(2)(a)), and marketing them in the EU follows the investment fund rules.
- **Exemptions by type of investor.** No prospectus is needed if the offer is addressed only to [qualified investors](/en/glosario/inversor-cualificado), to fewer than 150 natural or legal persons per Member State other than qualified investors, or to investors who acquire at least €100,000 each in that offer (Article 1(4), points (a), (b) and (d)).
- **Exemption by size.** Since June 5, 2026, no prospectus is needed either if the total amount offered in the EU is below €12 million per issuer or offeror over 12 months and the offer is not notified for a passport (Article 3(2), as amended by Regulation (EU) 2024/2809, applicable from that date under its Article 4(3)). Each Member State may opt for a €5 million threshold (Article 3(2a)) and may require an information document (Article 3(2d)).
- **Passport.** An approved prospectus can be used in other Member States through notification between authorities (Articles 24 and 25). The size exemption carries no passport.
- **Third-country issuer.** It can draw up the prospectus under the Regulation and have it approved by the competent authority of its home Member State (Article 28). The issuer chooses that State between the one where it first offers to the public and the one where it first applies for admission to trading (Article 2(m)(iii)).
- **Resale.** Any subsequent resale of securities placed under one of the exemptions in Article 1(4), points (a) to (db), is treated as a separate offer (Article 5(1)).

### Who places the offering: MiFID II

Placing financial instruments, with or without a firm commitment, is an investment service (Annex I, Section A, points 6 and 7, of MiFID II), and providing it requires prior authorization (Article 5(1)). For a third-country firm, each Member State may require an authorized branch to serve retail clients or professional clients on request (Article 39); the exception in Article 42 only covers a service the client requests at its own exclusive initiative. So if a US issuer hires a third party to place the offering, that party must be authorized to provide the service in the EU. In Spain, in addition, if an offer exempt by number of investors, minimum investment or size is addressed to the general public through any form of advertising, an entity authorized to provide investment services must be involved, validating the information and overseeing the marketing (Article 36 of Law 6/2023, which still refers to the national €8 million threshold that predates Regulation (EU) 2024/2809).

### The US side of an offering in Europe

For the SEC, selling to European investors is an offering outside the US that can rely on Regulation S if it meets its conditions. Equity of a US issuer is always in Category 3, and so is its debt if the issuer does not report to the SEC. For that equity: a one-year compliance period (six months if the issuer reports) with no sales to U.S. persons or for their account, purchaser certifications, an agreement to resell only in compliance with the rule, legends and the duty to refuse to register non-compliant transfers (17 CFR 230.903(b)(2)-(3)). In addition, that equity remains a restricted security even after an offshore resale (230.905), so once the period ends, reselling it into the US still requires registration or an exemption. The token's transfer rules must reflect those conditions.

## 3. How technology handles it: on-chain identity and rules by jurisdiction

The [ERC-3643](/en/articulos/erc-3643-estandar-security-tokens) standard (EIP-3643, with Final status) was designed for this problem. Each investor has an on-chain identity with claims signed by trusted issuers, for example about their identity, location, investor status or KYC/AML clearance. Each token's Identity Registry links the wallet, that identity and an ISO-3166 country code for the investor's country of residence, and the compliance contract can set accepted countries, a maximum number of investors per country and a maximum number of tokens per investor. A transfer only goes through if the receiver is verified, neither wallet is frozen, the token is not paused and the compliance rules accept it.

| Legal requirement | How ERC-3643 reflects it | Who sets the rule |
| --- | --- | --- |
| Rule 506(c): verified accredited investors only | An accredited investor claim required in the Claim Topics Registry and issued by a verifier listed in the Trusted Issuers Registry; without it, the wallet fails verification and cannot receive tokens | Issuer and US counsel; a trusted third party verifies |
| Rule 144: six-month or one-year holding period for the Regulation D tranche, which is a safe harbor and not a legal lock-up | A time-based lock per investor, if the issuer chooses to apply one in the token | Issuer and US counsel |
| Regulation S: transfer conditions during the compliance period | Rules by country code and investor type in the compliance contract | US counsel; the registry's country code is residence, not the full legal test |
| Prospectus exemption for fewer than 150 persons per Member State | A maximum number of investors per country | EU legal counsel: the exemption refers to who the offer is addressed to |
| Qualified investors or a €100,000 minimum investment | A qualified investor claim. The minimum amount is checked at subscription, because minting only requires a verified receiver and bypasses the compliance rules | EU legal counsel and the placing entity |
| Official record of holders (issuer or transfer agent in the US; ERIR in Spain) | Agent functions: freezing, forced transfers and recovery of tokens from a lost wallet, with the recovery history kept on-chain | Whoever keeps the official record |

For 506(c) offerings, SEC staff C&DI 260.40 (July 21, 2026, not binding) accepts that investor representations under the high minimum investment method may be given through a digital attestation within the tokenized security, as long as the issuer keeps records. Personal data does not have to go on-chain: in ONCHAINID, the identity system ERC-3643 uses, the claim issuer keeps sensitive data off-chain and only its signature or hash is stored on-chain. Technology applies the rules; it does not decide which exemption is available.

## Frequently asked questions

### Can a Spanish issuer use Reg A+ or Reg CF?

Not directly. Regulation A requires an issuer organized and with its principal place of business in the US or Canada (17 CFR 230.251(b)(1)), and Regulation Crowdfunding an issuer organized in the US (227.100(b)(1)). For US investors, the usual routes are Regulation D (mainly Rule 506; Rule 504 only goes up to $10 million over 12 months) or a vehicle organized in the US, with its own analysis.

### Does a security token issuer in the EU need a MiCA license?

Not for issuing security tokens. MiCA does not apply to crypto-assets that are financial instruments (Article 2(4)(a) of Regulation (EU) 2023/1114). Regulation (EU) 2017/1129 applies to the offer and MiFID II to whoever places it.

### Can you advertise in the US and in Europe at the same time?

It depends on the route. Rule 506(b) prohibits general solicitation (17 CFR 230.502(c)); 506(c) allows it if every purchaser is accredited and verified; Regulation S prohibits directed selling efforts in the US (230.903(a)). In Spain, an exempt offer advertised to the general public needs the involvement of an entity authorized to provide investment services (Article 36 of Law 6/2023). The campaign is designed with lawyers in both jurisdictions.

### Can a token issued under Reg D trade on a European platform?

Resale has conditions on both sides. In the US it is a restricted security (17 CFR 230.144(a)(3)); an offshore resale can rely on Rule 904 of Regulation S if its conditions are met (230.904). In the EU, if reselling it to European investors is an offer to the public (Article 2(d) of Regulation (EU) 2017/1129), it needs a prospectus or an exemption (Articles 3(1) and 1(4)); and if the token was already placed in the EU under one of the exemptions in Article 1(4), points (a) to (db), each resale is a separate offer (Article 5(1)). The platform that trades it also needs authorization (MiFID II, Article 5(1)). Both sides need to be reviewed with counsel before admitting it.

### Who keeps the official record of holders?

In the US, the issuer or a transfer agent; according to SEC staff, that record may be kept on one or more blockchain networks (Statement on Tokenized Securities, January 28, 2026, not binding). In Spain, the issuer of securities represented through distributed ledger technology appoints the entity or entities responsible for administering their recording and registration (ERIR); if they are admitted to trading on an authorized DLT market infrastructure, that responsibility falls on the infrastructure itself (Article 8(4) and (5) of Law 6/2023). The token must be able to stay in line with that record.

## How we work with lawyers in both jurisdictions

Unknown Gravity is a Spanish tokenization and blockchain infrastructure company. In an offering between the EU and the US, we build the platform, the smart contracts (ERC-3643 or another permissioned standard) and the integrations for KYC, accredited investor verification, the transfer agent and the broker-dealer or ATS, and we work alongside the client's US securities counsel and European legal counsel, with the registered or authorized intermediaries the client appoints. We are not a broker-dealer, funding portal, transfer agent, investment adviser, investment firm or law firm. If you are also comparing European jurisdictions, see [Spain vs. Luxembourg, Switzerland and Liechtenstein](/en/articulos/emitir-security-token-espana-vs-jurisdicciones).

## Official sources

- [17 CFR 230.903, Regulation S (eCFR)](https://www.ecfr.gov/current/title-17/section-230.903)
- [17 CFR 230.506, Rule 506 of Regulation D (eCFR)](https://www.ecfr.gov/current/title-17/section-230.506)
- [17 CFR 230.144, Rule 144 (eCFR)](https://www.ecfr.gov/current/title-17/section-230.144)
- [Statement on Tokenized Securities, January 28, 2026 (SEC)](https://www.sec.gov/newsroom/speeches-statements/corp-fin-statement-tokenized-securities-012826-statement-tokenized-securities)
- [Regulation (EU) 2017/1129, the Prospectus Regulation (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32017R1129)
- [Regulation (EU) 2024/2809, the Listing Act (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32024R2809)
- [Directive 2014/65/EU, MiFID II (EUR-Lex)](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32014L0065)
- [ERC-3643: T-REX, Token for Regulated EXchanges (EIP-3643)](https://eips.ethereum.org/EIPS/eip-3643)

*Framework verified as of October 13, 2026.* Planning an offering with investors on both sides of the Atlantic? [Talk to us](/en/meeting).