U.S. private markets.
Open to the world.
Cebron Capital’s offering structure is built from the ground up to accommodate international participation. Qualified non-U.S. investors across Europe, the Gulf, Asia Pacific, and Latin America can access the CFG acquisition platform strategy under Regulation S — without meeting the U.S. accredited investor standard.
$13T
24M+
4
Reg S
Regulation S — The Legal Framework
The regulation that opened U.S. private markets to the world.
You do not need to be a U.S. citizen, a U.S. resident, or a U.S. accredited investor to access Cebron Capital’s investment offerings.
Regulation S is an exemption under the U.S. Securities Act of 1933 that permits U.S. companies to offer and sell securities to non-U.S. persons in offshore transactions without registering those securities with the SEC. This is the same legal framework used by major U.S. private equity firms, hedge funds, and institutional asset managers to raise capital from international investors.
Under Regulation S, the key requirement is that you qualify as a non-U.S. person — meaning you are located outside the United States and are not purchasing on behalf of a U.S. person — and that you comply with the applicable securities laws in your own jurisdiction. There is no income threshold, no net worth minimum, and no professional certification requirement equivalent to the U.S. accredited investor standard.
CFG has structured Cebron Capital’s offering from inception to serve both U.S. accredited investors under Regulation D Rule 506(c) and international investors under Regulation S simultaneously. Both pathways lead to the same investment opportunity — the CFG acquisition platform strategy.
What Regulation S Means for You
Four things international investors need to know
Regulation S allows non-U.S. persons in offshore transactions to invest in U.S. private securities without the full SEC registration process. The offering is not registered under the Securities Act of 1933. You must qualify as a non-U.S. person and comply with the laws of your home jurisdiction. U.S. tax implications differ from domestic investors — international investors should obtain qualified tax counsel. Cebron Capital will verify your status through the investor portal before providing access to offering documents.
No
No
Yes
Yes
Europe & United Kingdom
U.S. private market exposure. Structured for European capital.
European and UK high-net-worth individuals, family offices, and institutional-adjacent investors seeking exposure to the U.S. lower-middle-market acquisition compounding strategy have historically faced a narrow set of options: large-cap PE funds with high minimums and long blind-pool commitments, or listed vehicles that trade at a discount to NAV. CFG’s structured note changes that calculation.
The Cebron Capital note provides USD-denominated quarterly income plus equity-style upside participation in four sectors of the U.S. real economy — environmental engineering, healthcare technology, laboratory services, and industrial inspection — with a defined maturity structure that fits within standard international private wealth allocation frameworks.
- GDPR-compliant investor portal — all data handling meets EU and UK data protection requirements
- USD-denominated instrument — provides direct exposure to U.S. dollar income for investors seeking currency diversification
- Defined maturity structure — compatible with private wealth allocation frameworks that require defined holding periods and return of principal
- Legal counsel available — CFG can assist with introductions to legal counsel in major European jurisdictions upon request
- Family office-compatible — structuring is compatible with trust, family limited partnership, and family office investment vehicle frameworks
Access Framework
Available to qualifying non-U.S. persons under Regulation S of the Securities Act of 1933. Investors must confirm they are located outside the United States and are not acting on behalf of a U.S. person. Compliance with applicable EU/UK securities laws is the investor’s responsibility.
Middle East & Gulf Region
Current income.
Real asset ownership. Gulf-aligned.
Gulf-region family offices, private banks, and sovereign-adjacent wealth vehicles have consistently been among the most sophisticated allocators to U.S. private markets globally. The CFG structured note offers a current income component — quarterly interest payments — that is structurally compatible with many Gulf-region wealth preservation mandates. Investors seeking to evaluate Shariah compliance should obtain independent review from qualified Islamic finance scholars.
CFG’s acquisition platforms operate in sectors with strong relevance to long-horizon Gulf-region capital: environmental and infrastructure services, healthcare, and industrial inspection are all sectors tied to the same infrastructure spending themes that Gulf sovereign wealth funds have long prioritized in their own domestic and international portfolios.
- Current income focus — quarterly interest payments from day one, compatible with wealth preservation mandates requiring regular distributions
- Infrastructure sector alignment — CFG’s environmental engineering and industrial inspection platforms serve the same infrastructure economy that Gulf sovereign capital prioritizes
- Shariah compliance review — independent Islamic finance review available; investors should consult qualified scholars for personal determinations
- Arabic-language investor relations — available on request for qualified Gulf-region investors through the Cebron Capital portal
- USD denomination — direct exposure to U.S. dollar income consistent with the reserve currency holdings common to Gulf-region private wealth vehicles
Access Framework
Available to qualifying non-U.S. persons under Regulation S. Investors must comply with applicable securities laws in their home jurisdiction including any regulations of the relevant Gulf financial authority (DIFC, ADGM, CMA, QFC, or equivalent). Independent Shariah compliance review is the investor’s responsibility.
Asia Pacific
U.S. real-economy access.
For Asia Pacific capital.
High-net-worth investors and family offices across Singapore, Hong Kong, Japan, South Korea, Australia, and Southeast Asia increasingly seek diversification into U.S. private markets — moving beyond domestic equity concentration, regional real estate exposure, and the limited private market access available through local banking channels.
CFG’s acquisition platform strategy offers Asia Pacific investors direct access to the U.S. lower-middle-market compounding model — a strategy that generates returns through operational improvement of real businesses, not financial leverage. The structured note format provides a defined income and maturity profile that integrates naturally into international private wealth allocations.
- Diversification from domestic concentration — uncorrelated exposure to U.S. real-economy sectors for investors with concentrated Asia Pacific equity or real estate positions
- USD income — direct USD-denominated quarterly income stream, structurally distinct from domestic currency holdings
- Mandarin-language investor relations — available on request for qualified Chinese-speaking investors through the Cebron Capital portal
- No blind pool — investors see the sector and platform structure before committing, unlike traditional PE funds that require capital before portfolio companies are identified
- Singapore, Hong Kong, and Australia — investors in major Asia Pacific jurisdictions should confirm local securities law compliance before investing
Access Framework
Available to qualifying non-U.S. persons under Regulation S. Investors in Singapore, Hong Kong, Australia, Japan, and other regulated jurisdictions must confirm compliance with applicable local securities laws. This does not constitute marketing in any jurisdiction where prohibited.
Latin America
U.S. private market stability.
For Latin American portfolios.
Latin American high-net-worth investors face a distinctive set of portfolio challenges: domestic currency volatility, concentrated real estate holdings, limited domestic private market infrastructure, and the persistent challenge of building international diversification through vehicles designed for U.S. or European investors. CFG’s structured note is accessible to qualifying non-U.S. persons regardless of domicile.
For Latin American investors with existing offshore wealth structures — trusts, holding companies, private banking accounts in Panama, the Cayman Islands, or other international jurisdictions — Cebron Capital’s offering is compatible with standard offshore wealth management frameworks, subject to applicable law review.
- USD-denominated protection — for investors in currencies subject to volatility, USD-denominated quarterly income provides structural insulation
- Offshore structure compatible — investments may be made through offshore holding companies and international trusts subject to applicable law review
- Spanish-language investor relations — available on request for qualified Latin American investors through the Cebron Capital portal
- No domestic market correlation — U.S. lower-middle-market acquisition compounding is structurally uncorrelated to Latin American equity or fixed income markets
- Brazil, Mexico, Colombia, Chile, Argentina — investors must confirm compliance with applicable local securities regulations; home-jurisdiction legal review is strongly recommended
Access Framework
Available to qualifying non-U.S. persons under Regulation S. Latin American investors must confirm compliance with securities laws in their country of residence. This is not an offer in any jurisdiction where such offer would be unlawful. Local legal review is strongly recommended prior to investing.
How to Invest
Five steps from inquiry to
first investment.
The entire process is completed online through the Cebron Capital
investor portal. No in-person meetings are required. Most international
investors complete verification within 3–5 business days.
1
Step 01
Register at the Cebron Capital investor portal. Provide your name, email, country of residence, and investor type. Takes less than five minutes. No commitment required at this stage.
2
Step 02
Upload your passport and confirm your status as a non-U.S. person under Regulation S. International investors are not required to meet the U.S. accredited investor income or net worth thresholds. Verification is typically completed within 24–48 hours.
3
Step 03
Once verified, you gain full access to the Private Placement Memorandum, subscription documents, and any supplementary disclosure materials. Take the time you need — there is no deadline pressure. Review with your own legal and financial advisors.
4
Step 04
Execute subscription documents electronically. Wire transfer instructions are provided through the secure portal. International wire transfers are accepted from all major banking jurisdictions. Confirm with your bank regarding international transfer procedures.
5
Step 05
Upon acceptance, you receive your investment confirmation through the portal. Quarterly interest payments are made directly to your designated bank account. Platform performance updates are provided to all investors through the portal on a regular basis.
Questions at any stage? Cebron Capital’s investor relations team provides dedicated support for international investors. Language support is available in English, Mandarin, Spanish, and Arabic. Contact us through the portal or at investors@cebroncapital.com
Jurisdiction Considerations
What international investors need to know before they invest.
Regulation S provides the U.S. legal basis for international participation. But each investor also operates within a home-country legal environment. Understanding how these interact is essential before committing capital. The following outlines the key considerations — this is informational only and does not constitute legal advice.
Regulation S exempts the offering from U.S. registration — it does not exempt the investor from the securities laws of their home country. Some jurisdictions regulate the purchase of foreign private placements by their residents even when those placements are lawful in the issuing country.
What to do: Before investing, consult with a qualified securities lawyer in your country of residence to confirm that your participation in this offering is lawful under local law.
Certain jurisdictions maintain controls on the outbound transfer of capital to foreign investments. International investors should confirm that their country of residence does not restrict or require regulatory approval for the type of outbound investment represented by the Cebron Capital offering.
What to do: Review applicable foreign exchange regulations in your jurisdiction. In some countries, central bank or treasury approval may be required for international private securities investments above certain thresholds.
U.S.-sourced income received by non-U.S. persons is generally subject to U.S. withholding tax at the rate applicable to the type of income (interest, dividends, or capital gains). Tax treaties between the U.S. and certain countries may reduce applicable withholding rates. Home-country tax treatment of foreign private market income varies significantly by jurisdiction.
What to do: Obtain qualified U.S. and home-country tax advice before investing. Determine whether a tax treaty applies and whether any withholding taxes can be credited against your home-country tax liability.
The Foreign Account Tax Compliance Act (FATCA) requires U.S. financial institutions and certain foreign financial institutions to report on accounts held by U.S. persons or entities with substantial U.S. ownership. Non-U.S. investors will be required to certify their non-U.S. person status as part of the verification process.
What to do: Be prepared to provide IRS Form W-8BEN (individuals) or W-8BEN-E (entities) as part of the subscription process, certifying your non-U.S. status and applicable treaty benefits.
Cebron Capital is required by U.S. law to implement Know Your Customer (KYC) and Anti-Money Laundering procedures for all investors. International investors will be asked to provide identity documentation, source of funds confirmation, and other information standard in institutional private market transactions.
What to do: Prepare to provide government-issued ID, proof of address, and source of wealth documentation as part of the verification process. This is standard procedure — not unique to international investors.
Certain jurisdictions are subject to U.S. OFAC sanctions or other restrictions that may prevent participation in U.S. private offerings. Investors from currently sanctioned countries or persons designated on OFAC lists are not eligible to participate regardless of their Regulation S status.
What to do: Confirm that your country of residence is not subject to comprehensive U.S. sanctions. The Cebron Capital verification process includes OFAC screening as a standard component of KYC procedures.
Important Legal Notice
The information on this page is provided for general informational purposes only and does not constitute legal, tax, or financial advice. Cebron Capital strongly recommends that all international investors obtain independent legal advice in their home jurisdiction and qualified U.S. tax advice before investing. This page does not constitute an offer to sell or a solicitation to buy securities in any jurisdiction where such offer or solicitation would be unlawful. Cebron Capital reserves the right to decline subscriptions from any jurisdiction at its sole discretion.
Who Can Participate
Regulation S qualification: what it means to be a non-U.S. person.
The Regulation S definition of “non-U.S. person” is both broader and simpler than the U.S. accredited investor standard. There is no income minimum, no net worth threshold, and no professional certification requirement. The primary criteria are geographic — where you are located and whether you are acting on behalf of a U.S. person — and transactional — whether the offer and sale occur in an offshore transaction.
In practice, for individual investors: if you live outside the United States, are not a U.S. citizen investing on your own behalf, and do not have a principal place of business in the United States, you are likely a non-U.S. person for Regulation S purposes. For entities: if the entity was formed under the laws of a jurisdiction outside the United States and does not have its principal office in the United States, it is generally a non-U.S. person.
The Cebron Capital verification process will confirm your status. If you are uncertain whether you qualify, creating an account costs nothing and the portal will guide you through the determination.
Create Your Account to Begin Verification →
Regulation S — Non-U.S. Person Definition (General)
You may qualify if you meet any of the following
Individual
- Any natural person resident outside the United States at the time of the offer and sale, who is not acting on behalf of a U.S. person
Partnership / Corp
- Corp Any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction, with its principal office outside the United States
Trust
- Any trust whose trustee is a non-U.S. person and any discretionary authority over which is held by a non-U.S. person
Estate
- Any estate whose executor or administrator is a non-U.S. person and whose income from non-U.S. sources is not subject to U.S. income tax
Family Office
- An entity managed and controlled exclusively by non-U.S. persons, with no U.S. beneficial owners and no principal office in the United States
This is a simplified summary. The complete Regulation S definition of “non-U.S. person” is set forth in Rule 902(k) under the Securities Act of 1933. Investors should consult qualified legal counsel to confirm eligibility.
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The movement of sophisticated international capital into U.S. private markets is not speculative — it reflects a fundamental recognition that the most compelling compounding opportunities in the world economy are in the U.S. lower-middle market, in sectors that are fragmented, essential, and invisible to foreign public market investors.
Cebron Financial Group · Investment Thesis
Common questions from international investors.
These questions come from investors across Europe, the Gulf, Asia Pacific, and Latin America who are evaluating CFG for the first time. If your question isn’t answered here, our investor relations team responds to all inquiries within one business day.
All Cebron Capital offerings are denominated in U.S. dollars (USD). Interest payments, principal return, and any profit participation payments are all made in USD. International investors bear the currency exchange risk of converting investment proceeds to and from USD. CFG does not offer hedging or currency conversion services — investors should manage FX exposure through their own banking or wealth management arrangements.
The official offering documents are in English. Investor relations support is available in English as the primary language of communication. Additional language support in Mandarin, Spanish, and Arabic is available on request for qualified investors from relevant regions. Please indicate your language preference when creating your account or contacting the investor relations team.
International Investors · Cebron Capital, LLC
Ready to access U.S. private markets from anywhere in the world?
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Accredited Investors · Cebron Capital, LLC
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