Regulation D provides an exemption from the registration requirements for private placements (offerings to a limited number of investors). Primarily for accredited investors, but also allows for a limited number of non-accredited investors in certain circumstances. Mostly for domestic (or US) offerings, but can be used for international offerings with certain conditions.

Capital Raise Limit:

• No specific limit on the amount of capital a company can raise, but offerings must be private and not offered to the general public.

Disclosure Requirements:

• Requires less extensive disclosure than Reg A, but still requires compliance with certain rules.

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