Regulation D (Rule 506(b) and Rule 506(c))

Regulation D is designed for private offerings and is one of the most common frameworks for tokenized securities in the U.S. It allows issuers to raise capital from investors without going through the lengthy and expensive SEC registration process. However, it comes with some restrictions to ensure compliance.

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Who Can Invest?

• Rule 506(b): You can sell tokens to accredited investors (wealthy individuals or institutions with high financial standing) and up to 35 non-accredited investors (ordinary people).

• Rule 506(c): You can sell tokens only to accredited investors, but you can advertise your offering publicly (e.g., through social media or events).

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How Much Money Can Be Raised?

• There is no limit on how much you can raise under the rules 506 (b) and 506 (c) Regulation D.

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Are There Any Restrictions?

• Rule 506(b): You cannot publicly advertise or solicit your offering. You must have a prior relationship with potential investors.

• Rule 506(c): Public advertising is allowed, but you must verify that all investors are accredited, meaning they meet certain income or wealth thresholds.

• If both exemptions are pursued simultaneously, issuers should be careful with following the integration rules, in particular in regards to proving that the relationship with investors accepted under Rule 506 (b) hasn't been established via general solicitation.

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What Compliance Steps Are Needed?

• You don’t need to register with the SEC, but you must file a document called Form D within 15 days after selling your tokens. This form provides basic information about your offering.

• Even though there’s no registration, you must still comply with anti-fraud rules and disclose material information to investors.

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Why Choose Regulation D?

Regulation D is ideal for issuers targeting institutional and high-net-worth investors who are comfortable with private, less-regulated offerings. It offers flexibility and simplicity, especially for those who don’t want to deal with extensive SEC processes.

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