Regulation D is the primary SEC exemption that allows SPVs to raise capital from investors without registering their securities with the SEC, provided they meet specific disclosure, investor qualification, and offering limitations. Under Rules 506(b) and 506(c), SPVs can privately issue interests—such as membership units, partnership interests, or notes—to accredited investors while maintaining streamlined compliance obligations. SPVs relying on Reg D must file a Form D notice through EDGAR, disclose key information about the SPV’s structure and sponsor, and ensure that offering practices—such as solicitation, verification of investor eligibility, and fee transparency—align with SEC anti-fraud and private-offering rules. Regulation D is therefore a foundational framework for SPV fundraising in private markets.
