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The Wrapper Decides Who Can Buy

Same share, different rules, different buyers

Tokenized Equities · Lesson 2.3

Tokens linked to the same company can be sold under different rules. In the US, Regulation D covers private placements, and who can buy depends on the exemption: Rule 506(c) sales are limited to verified accredited investors, while Rule 506(b) also allows a limited number of sophisticated investors who are not accredited. Securities sold this way are restricted, and resale usually waits for a holding period. Regulation A+ allows sales to the general public, with limits on how much can be raised and an SEC qualification process before sales start. Regulation S covers qualifying offers and sales made outside the United States, with limits on reselling into the US for a set period. Many offerings use more than one route at once.

Wally’s note: same share. three rulebooks.

Before asking what a token represents, ask which rules it was issued under. They decide who can own it and when it can be resold.

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