Rule 506 of Regulation D provides two exemptions from registration of an offering of securities with the SEC. An issuer offering securities pursuant to rule 506(c) may broadly solicit and generally advertise an offering provided that, all purchasers in the offering are accredited investors, the issuer takes reasonable steps to verify purchasers’ accredited investor status, the issuer files Form D with the SEC, complies with state Blue Sky laws, and complies with bad actor disqualification provisions. A small percentage of SPVs use the 506(c) offering because of the extra verification burden it places on every investor that subscribes to the SPV. In some cases, 506(c) is the perfect offering, for example, an Organizer who has a large social network where they don’t know each follower. This Organizer can announce publicly (through their social channels) that they have launched an SPV, then each investor can participate after they have verified they are accredited. See 506(c) Accreditation. Rule 506 of Regulation D (see 506(b) and 506(c) Offering) is oftentimes paired with the 3(c)(1) and 3(c)(7) exemption.
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