USPC: Who Can Buy, How To Buy, How It Works | United States Property Coin (2024)

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.

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.

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 circ*mstances; 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.

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.

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