A PPM drafted for Rule 506(b) offerings

Rule 506(b) is the most common private-placement exemption in the Regulation D family. It allows a sponsor to raise an unlimited amount of capital from accredited investors plus up to 35 non-accredited (but "sophisticated") investors, without a registration statement, and without general solicitation or advertising.

The framework is typically used by sponsors whose LP base is pre-existing — family, friends, prior-deal investors, personal network. The no-solicitation limit means the sponsor cannot advertise the deal publicly, post it on social media, or mention the raise on a website accessible to non-investors.

506(b) is the right fit when the sponsor has an existing LP relationship base large enough to fill the raise without public advertising, when the deal has non-accredited LPs the sponsor wants to accommodate (longtime friends, family, a prior operating partner), or when the sponsor prefers the softer accredited-verification standard (self-certification rather than the 506(c) verification-by-third-party step).

506(b) is not the right fit when the sponsor plans to market the raise publicly — a newsletter, a LinkedIn post, a fundraising page on the sponsor's public website. For those cases, 506(c) is the safer framework.

When you pick 506(b) at the start of the wizard, the draft renders cover-page and suitability language that reflects the no-solicitation posture, the 35-non-accredited carve-out, and the softer self-certification suitability standard. The subscription documents include non-accredited-appropriate suitability questionnaires and the additional disclosures Rule 502(b)(2) requires for any non-accredited participants.

The Form D pre-fill renders with the 506(b) box checked, the investor-count structure (accredited vs non-accredited), and the no-solicitation affirmation ready for counsel review before filing through EDGAR.