Rule 506(c) vs 506(b): choosing your general solicitation path
506(c) lets you advertise the raise publicly — but the trade-off is mandatory accredited-investor verification. When the marketing upside outweighs the compliance cost.
Read more →Daily analysis of Regulation D, Reg A+ and Reg CF — compliance and strategy for raising in the private markets. Written for founders, fund managers and sophisticated investors.
Technical, compliance-first reading for founders, fund managers and sophisticated investors.
506(c) lets you advertise the raise publicly — but the trade-off is mandatory accredited-investor verification. When the marketing upside outweighs the compliance cost.
Read more →The bump to $75M reshaped who uses Reg A+. We map the Tier 1 vs Tier 2 decision, state blue-sky preemption, and the ongoing reporting obligations issuers underestimate.
Read more →Inflation-adjusted caps changed what non-accredited investors can commit per year. The current math, the $5M issuer ceiling, and how funding portals enforce it.
Read more →Form D is due within 15 days of first sale — and a late or amended filing can echo into future raises. The timing, the amendments, and the state notice filings that trip people up.
Read more →Raising under Reg D, A+ or CF? Book a call about raising money for your private offering.
Book a call →Rules, proposed rules and notices straight from the Federal Register — the regulatory backdrop to every private raise. Open comment windows are flagged.
Forward-looking indicators the private-capital reader watches — read as context, not as a trade.
Rates set your cost of capital. Sentiment sets your investors' appetite. Retail attention tells you where the crowd already is. We read these signals daily — and turn them into outreach strategy for issuers.
Book a Strategy Call →Curated coverage of private offerings, exempt-market activity and the firms raising capital.
Practical walkthroughs on raising private capital under SEC exemptions.
Regulation D, 506(b), and how to attract accredited investors without general solicitation.
Step-by-step guide to launching your capital raise under SEC exemptions.
The exemption stack syndicators use to bring LP capital into a deal — and where Reg D fits.
Both sit under Regulation D with no dollar ceiling. 506(b) prohibits public advertising but allows self-certified accredited investors plus up to 35 sophisticated non-accredited investors. 506(c) allows general solicitation, but every investor must be verified as accredited through documentation or third-party letters.
Tier 2 of Regulation A+ permits up to $75 million in a 12-month period, open to both accredited and non-accredited investors, with SEC qualification, audited financials and ongoing reporting. Tier 1 caps at $20 million with coordinated state review.
Companies may raise up to $5 million in a rolling 12-month period through an SEC-registered funding portal. Non-accredited investors face individual caps based on income and net worth; accredited investors are uncapped.
Form D must be filed with the SEC within 15 calendar days after the first sale of securities in a Regulation D offering — with parallel state "blue sky" notice filings in most states where investors reside.
Generally: individuals with $200k+ income ($300k joint) in each of the last two years, or $1M+ net worth excluding primary residence — plus entities meeting asset thresholds and certain licensed professionals. Under 506(c), verifying that status is the issuer's obligation.
Regulation D is the SEC framework that lets companies raise capital privately without a full public registration (S-1). It contains several exemptions, but Rule 506(b) and Rule 506(c) account for the large majority of private capital raised in the US each year — both allow unlimited offering amounts.
Not for the same offering — but a company can run separate raises under different exemptions over time, subject to the SEC's "integration" rules, which can treat closely timed or related offerings as a single offering. Sequencing and structure should be reviewed with securities counsel before launching parallel raises.
A PPM is the disclosure document used in a Regulation D offering to describe the investment opportunity, business, risk factors and terms to prospective investors. It is not always legally required for accredited-investor-only raises, but it is standard practice for risk disclosure and building investor trust.
Tier 2 of Regulation A+ requires audited financial statements. Tier 1 of Regulation A+ does not. Regulation CF financial statement requirements scale with the offering size — larger raises require higher levels of review, up to a full audit for repeat or larger offerings.
General solicitation means publicly advertising or marketing a securities offering — through email campaigns, websites, social media or public events. It is prohibited under Rule 506(b), permitted under Rule 506(c) (with mandatory investor verification), and inherent to Regulation A+ and Regulation CF offerings, which are open to the general public by design.
Timelines vary, but issuers commonly see a Regulation A+ offering circular qualified by the SEC within roughly two to five months from initial filing, depending on the complexity of the business, the completeness of the filing, and the number of SEC comment-letter rounds.
Educational summaries — thresholds are inflation-adjusted by the SEC over time. Confirm current numbers with qualified counsel. See our full glossary of terms →
Bring your Reg D, Reg A+ or Reg CF offering. We'll walk through your compliance path and investor-outreach strategy — no obligation.
Educational guidance · personalized · not investment, legal or tax advice.