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Definition qualified investorprofessional investorsophisticated investor

Accredited Investor

A person or institution meeting income, wealth, or professional criteria that permits them to buy investments not registered for public sale.

Private offerings rely on exemptions from registration, and those exemptions are generally limited to buyers presumed able to bear loss and to demand information for themselves. In the United States, the definition covers income and net-worth thresholds, certain professional licenses, knowledgeable employees of the issuing fund, and various institutional categories. The consequence for the buyer is that there is no prospectus, disclosure is whatever the issuer chooses to provide, and the securities usually carry transfer restrictions that make them hard to sell. Early token sales frequently used these exemptions, with purchase agreements, lock-ups, and later delivery of tokens, which is why the same token could be sold under quite different terms to different buyers.

In practice

Private token sale agreements typically include a lock-up and a vesting schedule, so early purchasers cannot sell at the time public trading begins.

The common misunderstanding

That accreditation means a regulator has vetted the investor or the offering, when it is a threshold test that removes disclosure protections rather than adding any.

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Related terms

Prospectus The formal document an issuer must give investors describing what a security is, how it works, and…
Registration Statement The filing an issuer submits to a securities regulator before a security may be sold to the public.
Regulatory Perimeter The boundary that decides which activities require a license and which fall outside a regulator's…
Security (legal sense) A financial instrument that falls under investor-protection law, which forces whoever sells it to…
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