NOTICE: As a security token, offerings of USPC must comply with US Federal securities laws.

USPC: Who Can Buy, How To Buy, How It Works

United States Property Coin (USPC) is a security token, which is defined as a digital asset that represents ownership or other rights and transfers value from an asset or bundle of assets to a token.

United States Property Coin (USPC) is a security token, which is defined as a digital asset that represents ownership or other rights and transfers value from an asset or bundle of assets to a digital token. Security tokens are the digital form of traditional investments like stocks, bonds, or other securitized assets.

We have already written a guide explaining what security tokens are, how they work, 5 common myths and misconceptions about security tokens, and how they are similar to (and different from) a stablecoin. But the guide you are reading right now exists for one reason alone: to help you understand how to buy USPC, and what regulations and exemptions you are subject to.

Security tokens work by representing ownership of an underlying asset, in our case, a real estate portfolio. USPC is therefore an asset-backed security token. The value of the token is backed by the value of the real estate portfolio that it represents.

As a digital security, offerings of USPC are subject to federal securities regulations. This means USPC must comply with all applicable regulations and operate under specific guidelines, and always strive for complete and total regulatory compliance (which is something we are making every possible effort to achieve). Navigating these regulations can be confusing, but we’re here to help you understand how to buy USPC and under what specific exemptions you are able to purchase USPC tokens.

Understanding SEC Regulations & Exemptions

Essentially, there are two ways that security token issuers (us) are able to issue an STO (a Security Token Offering, which is similar to an ICO):

  1. Become SEC-registered, or;
  2. Operate under a specific SEC exemption, enabling them to issue the security token without SEC registration.

We have chosen to operate under a set of specific exemptions. The two exemptions that we currently operate under are:

  1. Regulation D, Rule 506(c);
  2. Regulation S.

By operating under these two exemptions, we are able to sell USPC to both accredited U.S. investors, and non-accredited foreign investors.

Note: We expect to achieve Reg A compliance within the next 12 months.

Regulation D (506c) – Accredited Investors Living In The U.S.

Often abbreviated as Reg D, Regulation D is a set of rules that governs the private placement of securities.

In order to be operate under Regulation D, token holders must meet a few conditions. In order to buy USPC under the Reg D exemption, you must meet one of these three requirements:

  1. Exceed an annual personal income of $200,000 USD;
  2. Exceed a joint annual income (with your spouse) of $300,000 USD;
  3. Exceed a net worth of $1,000,000 USD (excluding your personal residence).

Additionally, once these requirements are met, you must hold one of the below accreditations, cementing your status as an accredited investor that is covered under Reg D:

  1. Series 7;
  2. Series 65;
  3. Series 82.

If you meet one of the three above requirements but do not currently hold one of the above accreditations, then you must either get accredited, or see if you qualify under the next exemption…

Regulation S – Individuals Outside Of The U.S.

If you are not a U.S. citizen, then you can purchase USPC under the Regulation S exemption. This exemption enables issuers to sell securities to non-U.S. citizens without having to register the security with the SEC. Additionally, if you are covered under Reg S, then there is no income or net worth requirement – meaning that anyone outside of the US, regardless of their financial status, can buy USPC and participate in the US real estate investing revolution.

The only downside to buying USPC under the Reg S exemption is that tokens cannot be re-sold to individuals within the U.S. for a lockdown period of 12 months.

After 12 months, USPC tokens can be freely traded and re-sold.

Why such heavy regulation?

The Securities and Exchange Commission is tasked with protecting investors from fraud, and ensuring that only qualified individuals are able to invest in securities. By subjecting securities to such heavy regulation, the SEC is doing their due diligence to make sure that only investors who fully understand the risks involved are able to purchase USPC. This protects both investors and the issuers of the securities they are investing in.

Without these types of regulations, it would be far too easy for scammers and fraudsters to take advantage of unsuspecting investors.

By ensuring that only accredited and/or qualified individuals are able to participate in offerings of USPC, the SEC is helping to create a safe and secure environment for investing.

Steps USPC Is Taking To Protect Its Investors

In order to protect our investors, USPC is making every possible effort to operate well-within the exemptions laid out in Regulations D and S, including integrating hard requirements within the USPC Investor Portal (launching late November 2022) to ensure that only qualified individuals can purchase USPC.

Read this article to learn more about the specific steps USPC is taking to protect investors.

If you have any additional questions about USPC or the regulations that it is subject to, 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.

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