The PPMWizard Guides
Editorial briefings on private placements, for people who raise capital.
Eight long-form guides covering the rules that every first-time sponsor, fund manager, and repeat issuer trips over — Reg D, Reg S, Form D, accredited investor tests, blue-sky filings, and the tradeoffs between debt and equity. No listicles, no fluff.
Reg D Exemptions
No. 01
Rule 506(b) vs Rule 506(c): Which Reg D Exemption Fits Your Raise?
The two most-used private-placement exemptions look similar on paper and diverge sharply in practice. General solicitation, verification, and non-accredited caps decide which one you can use.
Cross-Border
No. 02
Reg D vs Reg S: Domestic Exemption, Offshore Safe Harbor, or Both
Reg D covers US accredited investors. Reg S covers offshore purchasers. Many sponsors run them side-by-side — here is when, and what the PPM needs to say.
Document Comparison
No. 03
Business Plan vs PPM vs Prospectus: Which Document Do You Actually Need?
A business plan sells the idea. A PPM disclosures risk to private investors. A prospectus is a registered-offering document. Confusing them is how issuers end up with a rescission right.
Security Design
No. 04
Equity vs Debt: How the Capital Stack Choice Reshapes Your PPM
LP interests, member units, promissory notes, convertible notes — the security you issue rewrites tax treatment, liquidation priority, and what counsel needs to disclose.
Investor Qualification
No. 05
Accredited Investor Requirements: Income, Net Worth, and the 2020 Professional Tests
The SEC definition is four clauses long but trips up more sponsors than any other rule. Income, net worth, entity carve-outs, and the newer credential-based tests — and what 506(c) verification demands.
Playbook
No. 06
Raising Capital: The First-Time Sponsor Playbook
A field guide through market timing, pre-raise marketing, investor-list build, documents checklist, escrow, closing, and the reporting cadence that keeps LPs writing checks.
SEC Filings
No. 07
Form D Filing: The 15-Day Deadline Nobody Mentions Until It Matters
Reg D is self-executing, but the notice filing is not. Miss Form D and you miss the safe harbor. The mechanics at efts.sec.gov, common errors, and how to file cleanly.
State Compliance
No. 08
State Blue Sky Filings: Notice Filings, Fees, and Multi-State Strategy
Even covered securities need notice at the state level. A walk through Form D notice filings, typical fees, aggregator shortcuts, and why sponsors still get this wrong.