b'Chapter 9Regulation S: The Exemption for Non-U.S. Investors Regulation S is a specific securities exemption that applies to raising fundsfromnon-U.S.persons.ForSECpurposes,non-U.S.personsare defined as persons who are: Not U.S. legal residents or citizens,Not living in the U.S. regardless of nationality,Not U.S. residents living abroad.Additionally, all funds from non-U.S. persons must be wired from an off-shore account (outside the U.S.) into the issuers U.S. bank account. If all investors in your offering will be non-U.S. persons, conducting your offering under the Regulation S exemption from registration is the appropriate choice.The applicable laws are found in Regulation S (17 CFR230.901 through 230.905; also known as Rules 901 through 905) and Rule 144. Like Regulation D, Regulation S provides a safe harbor to issuers of securities from the registration requirements of The Securities Act of 1933, as long as the offer and sale of securities complies with the Regulation S rules. For Regulation S, that means the offering must occur exclusively offshore (no targetedsellingeffortsintheU.S.)andtheofferingmustmeetother conditions.71'