Foreigners can invest in U.S. securities offerings easier than U.S. persons. That’s because the Securities Act of 1933 protects U.S. investors by placing numerous restrictions on securities offered to U.S. persons. However, those restrictions do not apply to foreign investors who invest under Regulation S of the Act. Note that the issuer of securities can decide to treat foreign investors as the same as U.S. investors, in which case all of the same restrictions will apply to both U.S. and foreign investors. But, if the issuer wants to simplify the process for foreign investor, the issuer can rely on Regulation S.
A separate Regulation D offering can be made to U.S. investors that overlaps the offering to foreign investors. The two offerings must be kept separate, even if the materials for each may be similar.