Pre-IPO allocations on Binaryx are not open to everyone. They are offered under Regulation S, a US securities rule that permits an offering to be made outside the United States without registering it with the SEC. The condition attached to that exemption is simple and absolute: the buyer must not be a US person.
Who can invest
You can participate if you are a non-US person, resident outside the United States, outside any sanctioned jurisdiction, and able to complete identity verification. No accreditation or professional-investor status is required, and the minimum allocation is $250.
Who cannot
- US persons. US citizens and US residents cannot be accepted, without exception. This is not a Binaryx policy choice; accepting a US person would break the Regulation S exemption the entire offering rests on.
- Residents of sanctioned countries. Residents of Russia and of other jurisdictions subject to OFAC sanctions cannot invest.
- Anyone unwilling to complete KYC. Anonymous participation is not possible. Identity verification is required under anti-money-laundering law and applies to every investor.
Why Regulation S, and is it legitimate
Regulation S is an official exemption from the registration requirements of the Securities Act of 1933, adopted by the SEC in 1990 (Rules 903 and 904). It is the standard route for offshore offerings and is used routinely by large investment banks and funds. It is a documented exemption, not a gap in the rules.
Binaryx enforces the condition in two ways. Every investor completes an investor questionnaire confirming non-US status, and the token smart contract technically blocks US wallet addresses from holding the token.
What you need to provide
- A completed investor questionnaire confirming you are not a US person.
- A signed subscription agreement with the DAO LLC for the deal.
- A valid passport and proof of address.
- Evidence of your source of funds.
- A W-8BEN form, the US tax form by which a non-US individual certifies their foreign status. See W-8BEN form.
How onboarding works
- Documents. Complete the investor questionnaire and sign the subscription agreement.
- KYC. Submit your passport, proof of address, source of funds and W-8BEN for verification.
- Payment. Transfer your investment. The one-time entry fee is deducted automatically on arrival, and the remainder becomes working capital for the deal.
- Tokens. Your DAO LLC tokens are delivered to your wallet, with confirmation from the Administrator.
The whole process typically takes 3 to 5 business days from submitting documents to receiving tokens.
Transferring your tokens later
The same eligibility rules follow the token. These are security tokens, not utility tokens: they are not traded on public exchanges, and a transfer requires the Administrator's consent and a recipient who is also a non-US investor with completed KYC. There is no early redemption by the fund. See How a Pre-IPO Deal Works for the exit paths that do return capital.
What Binaryx does not offer
No return is guaranteed. Pre-IPO is private equity with a genuine risk of losing the full amount invested, and anyone promising you a fixed percentage is not describing this product.
Related
This page is general information, not investment, legal or tax advice. Pre-IPO investments are speculative and illiquid, and are suitable only for investors who can afford to lose the full amount invested.
