A PPM drafted for Rule 506(c) offerings

Rule 506(c) is the post-JOBS-Act exemption that permits general solicitation of a private offering — public marketing, website fundraising pages, newsletters, social posts — subject to two key tradeoffs: every investor must be accredited (no 35-non-accredited carve-out), and the sponsor must take reasonable steps to verify accredited status (third-party letter from a CPA, attorney, or registered broker-dealer, or review of tax returns / statements).

The framework has become the dominant exemption for sponsors who raise from a broader audience than their immediate network.

506(c) is the right fit when the sponsor plans to market the raise publicly, when the LP base is mostly or entirely accredited and will accept third-party verification, when the sponsor wants the operational simplicity of an accredited-only offering, or when the raise needs to scale beyond the practical reach of a pre-existing relationship list.

It is not the right fit when the sponsor wants to include non-accredited friends and family — those offers have to flow through a different exemption, 506(b) being the most common — or when the LP base strongly prefers self-certification over third-party verification.

When you pick 506(c) at the start of the wizard, the draft renders cover-page and suitability language authorizing general solicitation while limiting participation to verified accrediteds. The subscription documents include the third-party verification workflow — either a letter from a qualified third party or a statements-review step — integrated with the investor onboarding flow.

The Form D pre-fill renders with the 506(c) box checked and the accredited-only investor-count structure ready for counsel review. Most wizard drafts default to 506(c) because it is the more common shape in the current market.