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Compliance & Prospectus Exemption
How C42S Operates
Under Prospectus Exemptions
C42S is positioned as a security token. The offering is conducted as a private placement to eligible participants only, under EU Prospectus Regulation exemptions and, where relevant, US Reg D / Reg S pathways. No public offer is made.
- Security token (MiFID II financial instrument)
- Private placement — no public offering
- Eligible investors only (qualified / accredited)
CyTel42 GmbH issues C42S under prospectus exemptions. Access is restricted to eligible participants through a controlled onboarding process, including self-certification and KYC/AML where applicable. Investor counts and raise thresholds are monitored to remain within exemption limits per jurisdiction.
EU Prospectus Regulation – Exemption Path
C42S is a financial instrument under MiFID II. No prospectus is published because distribution occurs under the Prospectus Regulation (EU) 2017/1129 exemptions.
Offers addressed solely to qualified investors under MiFID II do not require a prospectus. C42S is limited to such investors for placements within the EU.
Where relevant, offers are further limited to fewer than 150 natural or legal persons per Member State, excluding qualified investors.
Total funds raised per Member State are monitored to remain within national thresholds below which a prospectus is not required (e.g., up to EUR 8,000,000 depending on Member State implementation).
C42S is not admitted to trading on a regulated market or MTF; any secondary transfers are subject to eligibility and compliance filters.
US Regulatory Position (Reg D / Reg S)
C42S is not offered to US retail investors. If made available in the US, offerings are limited to accredited investors under Regulation D (e.g., Rule 506(b)) or conducted offshore under Regulation S. No general solicitation is conducted in the United States.
- Accredited investors only (Reg D)
- Offshore transactions (Reg S) where applicable
- No general solicitation or advertising
Controlled Access Process
- Investor completes the Request Investor Pack form
- Self-certification of investor type and jurisdiction
- KYC/AML review prior to any allocation
- Allocation documents; legal recordkeeping
C42S is not available via public exchanges or unrestricted listings. Transfers require eligibility screening and may be restricted to approved wallets.
Compliance Monitoring & Documentation
- Register of investor jurisdictions and amounts raised is maintained.
- Investor counts and per‑country totals monitored to remain within exemption thresholds.
- Clear separation between claimant issuance and investor placement.
- All allocations documented and stored for auditability.
References & Resources
Legal Disclaimer
This page is for transparency and informational purposes only and does not constitute legal advice or an offer of securities to the public. Any participation in C42S is governed solely by the Claim Monetization Agreement (CMA), Program Terms, and applicable law in each jurisdiction. Eligibility is strictly required.