Steps USPC Is Taking To Protect Its Investors

In order to ensure USPC and its investors have maximum protection, we are limiting token sales to only investors who qualify under Regulation D Rule 506(c) - US accredited investors - and Regulation S - non-U.S. citizens.

USPC was created by real estate native Johnney Zhang, who already owns and manages the profitable assets in which USPC is securitizing. As a real estate company utilizing blockchain technology, USPC tokenizes a professionally managed real estate portfolio – and then allocates that value to individual tokens.

As such, USPC is classified as an ERC1400 security token, which is essentially a digital version of a traditional security that utilizes a purpose-built smart contract to comply with current laws and regulations. Similar to stocks, bonds, and REITs, security tokens function as digital shares of a corporation that exist on the blockchain.

Is USPC a security?

As an asset-backed security token, USPC seems to meet the definition of a security as defined by statute in Section 2(a)(1) of the Securities Act of 1933 and Securities Exchange Act of 1934; and based on the SEC’s framework for analyzing whether a digital asset has the characteristics of one particular type of security (A.K.A. the Howey Test).

As such, compliance with both ERC1400 standards and SEC regulations require robust know-your-client guidelines, and Primior would ensure that these are in place before trading commences.

U.S.-domiciled investors, then, would need to comply with standards set by the SEC and other state and federal regulators.

The Howey Test

An investment contract is:

  1. an investment of money;
  2. in a common enterprise;
  3. with a reasonable expectation of profits;
  4. to be derived from the entrepreneurial or managerial efforts of others.

SEC v. W.J. Howey Co., 328 U.S. 293 (1946) (“Howey”)

As a security token, the value of USPC is stored in tangible real-world properties, and not on the blockchain.

Steps USPC Is Taking To Protect Its Investors

In order to ensure USPC and its investors have maximum protection, and in order for us to strive for total compliance with all regulatory requirements put in place by the SEC, we are limiting token sales to only investors who qualify under Regulation D Rule 506(c) – US accredited investors – and Regulation S – non-U.S. citizens.

When launched, the USPC Investor Portal will have automatic KYC/Investor Accreditation Verification to only allow eligible investors to purchase USPC. By only allowing investors who qualify under Regulation D Rule 506(c) and Regulation S to purchase USPC, we are ensuring that only accredited and/or qualified individuals are able to buy our tokens. This helps to create a safe and secure environment for investing, and ensures that we are making every possible effort to be in total compliance with relevant securities regulations.

When Can Non-Accredited Investors Buy USPC?

We have already initiated the process of achieving regulatory compliance in order to issue and sell USPC tokens under Regulation A. We expect to achieve full regulatory compliance for Regulation A token sales within the next 12 months, at which time, both accredited and non-accredited investors will be able to purchase USPC and participate in the real estate investing revolution through blockchain technology.

If you have any questions about USPC or the steps we are taking to protect our investors, please don’t hesitate to reach out to us. We would be more than happy to chat with you and answer any questions that you may have.

Necessary Disclosures
Informational Purposes for Discussion Only

This general analysis is for general informational purposes only and does not constitute a prospectus, an offer document, an offer of securities, a solicitation for investment, or any offer to sell any product, item, or asset (whether digital or otherwise). The information set out in this general analysis is for community discussion only and is not legally binding.

No Responsibility or Obligation Regarding the Provision or Maintenance of Information

USPC and its affiliated persons and their respective shareholders, members, officers, directors, managers, employees, counsel, advisors, consultants, and agents (“Representatives”) reserve the right, in their sole and absolute discretion with or without notice, to alter any and all of the information of this general analysis.

You acknowledge that: (1) the information contained in this general analysis is subject to change without notice, and no one shall assume from the lack of any updates to this general analysis that the contents of this general analysis have not changed since the date of this general analysis; (2) this general analysis could become outdated due to changing circumstances; and (3) USPC or any of its Representatives does not hereby obligate itself in any manner to periodically or otherwise to update the information in this general analysis or to maintain the availability of any information in this general analysis.

No Advice

Nothing in this general analysis constitutes business, finance, legal, or tax advice. You agree to consult professional advisers before engaging in any activity related to the information provided in this general analysis.

Not an Offer for Any Securities or Investment

This general analysis does not constitute an offer of securities, a prospectus, an offer document, or solicitation for an investment of any kind. Information contained in this general analysis is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

You acknowledge that: (1) this general analysis and the information shown herein is not an offering of any securities nor a solicitation of an offer to buy any securities and (2) this general analysis and the information herein shall not be construed as any description of the business of USPC or any of its Representatives in conjunction with any offering of securities.

Nothing Legally Binding

This general analysis does not constitute or imply a contract or an offer to enter into a contract. This general analysis is provided solely for informational purposes only and does not constitute any binding commitment by USPC or any of its Representatives. No person is bound to enter into any contract or binding legal commitment in relation to anything in this general analysis.

No Liability, No Representation and Warranty Regarding Information

Neither USPC or nor any of its Representatives shall be held liable for any use of or reliance on the information described and/or contained on this general analysis. USPC and its Representatives do not and do not purport to make, and hereby disclaims, all representations, warranties or undertaking to any entity or person (including without limitation warranties as to the accuracy, completeness, timeliness, or reliability of the contents of this general analysis, or any other materials published by USPC or its Representatives). To the maximum extent permitted by law, USPC and its Representatives shall not be liable for any indirect, indirect, special, exemplary, incidental, consequential, or other damages or losses of any kind, however caused and on any theory of liability, whether in contract, strict liability, or tort (including, without limitation, any liability arising from default or gross negligence on the part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising in any way from the reading of this general analysis, including but not limited to the reliance upon or the use of the general analysis (including, without limitation, inaccurate information, errors, omissions, outdated data, etc.) or otherwise arising in connection with the same.

No person has been authorized by USPC or any of its Representatives to give any information or make any representation or warranty regarding the subject matter hereof, either express or implied, and, if given or made in this general analysis, in other materials or verbally, such information, representation or warranty cannot and should not be relied upon nor is any representation or warranty made as to the accuracy, content, suitability or completeness of the information, analysis or conclusions or any information furnished in connection herewith contained in this general analysis and it is not to be relied upon as a substitute for independent review of the underlying documents, available due diligence information and such other information as you may deem appropriate or prudent to review. USPC and its Representatives expressly disclaim any and all liability for express or implied representations or warranties that may be contained in, or for omissions from or inaccuracies in, this general analysis or any other oral or written communication transmitted or made available to you.

Any historical information or information based on past performance included herein is for informational purposes only and has inherent limitations and is not intended to be a representation, warranty, or guarantee of future performance. Projected performance data shown constitutes “forward-looking information” which is based on numerous assumptions and is speculative in nature. Actual results may vary significantly from the values and rates of return projected herein.

Your Responsibility to Verify Information

You will have the sole responsibility for verifying the accuracy of all information furnished in this general analysis. There shall be no recourse against USPC and its Representatives in the event of any errors or omissions in the information furnished, the methodology used, the calculations of values or conclusions.

No Affiliation

USPC or its Representatives does not imply any affiliation with, or endorsement by, any third party. Such references in this general analysis are for illustrative purposes only.

Regulatory Approval

No regulatory authority has examined or approved, whether formally or informally, of any of the information set out in this general analysis. No such action or assurance has been or will be taken under the laws, regulatory requirements, or rules of any jurisdiction.

Legal Compliance

You will and shall at your own expense ensure compliance with all laws, regulatory requirements and restrictions applicable to you.

Join The Waitlist

USPC is slated to launch in late November, 2022, and we’re currently building our waiting list for early supporters who want to get in on the action.

Play Video