Rule 506(b) Private Placements
Rule 506(b) is the most common Regulation D exemption. Companies can raise unlimited capital without SEC registration, but cannot use general solicitation or advertising. Up to 35 sophisticated non-accredited investors may participate.
326,124
506(b) Filings
$23021.2B
Offering Amounts
What is Rule 506(b)?
Rule 506(b) under Regulation D allows companies to raise unlimited capital from accredited investors without registering with the SEC. Key requirements:
- No General Solicitation: Cannot advertise or publicly market the offering
- Unlimited Accredited Investors: No limit on accredited investor participation
- Up to 35 Non-Accredited: May include up to 35 sophisticated non-accredited investors
- Disclosure Requirements: Must provide disclosure documents to non-accredited investors
- Bad Actor Rules: Certain "bad actors" are disqualified from using this exemption
Rule 506(b) - This Page
- No general solicitation allowed
- Up to 35 non-accredited investors
- Self-certification of accreditation
- Most commonly used exemption
Rule 506(c)
- General solicitation allowed
- Only accredited investors
- Must verify accreditation
- Growing in popularity
Recent Rule 506(b) Filings
| Company | Industry | Offering | Date |
|---|---|---|---|
| 26North Commercial Real Estate Credit Strategies Fund I, LP | Pooled Investment Fund | N/A | 2026-02-03 |
| 2800 Sheridan Investors LLC | Pooled Investment Fund | N/A | 2026-02-03 |
| 8VC COSB, LLC | Pooled Investment Fund | $38.0M | 2026-02-03 |
| 900 Clark Investors LLC | Pooled Investment Fund | N/A | 2026-02-03 |
| Aalo 2026 a Series of What If Ventures Master LLC | Pooled Investment Fund | $2.7M | 2026-02-03 |
| AGC Harbinger II a Series of AGC AI Nexus Fund LLC | Pooled Investment Fund | $3.1M | 2026-02-03 |
| Albert P. Lee - APL Ventures DB a Series of CGF2021 LLC | Pooled Investment Fund | $2.5M | 2026-02-03 |
| ALEMIF V REIT LP | REITS and Finance | $125K | 2026-02-03 |
| Arbor Investor SCSp | Pooled Investment Fund | N/A | 2026-02-03 |
| Arete Leadership Group, Inc. | Other Technology | $700K | 2026-02-03 |
| AtScale, Inc. | Other Technology | $82.1M | 2026-02-03 |
| AURA Network Systems, Inc. | Telecommunications | $4.5M | 2026-02-03 |
| BDC CB Newtown Partners LLC | Residential | N/A | 2026-02-03 |
| Biller Genie Software, Inc. | Other Technology | $22.4M | 2026-02-03 |
| Blackwing Embryo Jan 2026 a Series of CGF2021 LLC | Pooled Investment Fund | $85K | 2026-02-03 |
| Blue Dot Forage I Jan 2026 a Series of CGF2021 LLC | Pooled Investment Fund | $209K | 2026-02-03 |
| BlueDot II, a series of Giant Step Capital Specials, LP | Pooled Investment Fund | $3.8M | 2026-02-03 |
| Borderless Project Senna I LP | Pooled Investment Fund | N/A | 2026-02-03 |
| BrainSpace, Inc. | Other Technology | $325K | 2026-02-03 |
| BrainSpace, Inc. | Other Technology | $1.5M | 2026-02-03 |
| Cane River 2 LP | Oil and Gas | $5.0M | 2026-02-03 |
| Caradon Therapeutics, Inc. | Biotechnology | $900K | 2026-02-03 |
| CIM Greenbrier Holdings, LLC | Commercial | $5.6M | 2026-02-03 |
| CIPHER I, a Series of Opulentia Ventures X LLC | Investing | $2.6M | 2026-02-03 |
| Compvide Inc. | Biotechnology | $3.0M | 2026-02-03 |
| Continuum Development GP Fund II LLC | Pooled Investment Fund | N/A | 2026-02-03 |
| Continuum Development GP Fund LLC | Pooled Investment Fund | N/A | 2026-02-03 |
| Cyble Safe Dec 2025 a Series of CGF2021 LLC | Pooled Investment Fund | $195K | 2026-02-03 |
| Dap Media, Inc. | Other Technology | $2.0M | 2026-02-03 |
| DCP SPX XI a Series of CGF2021 LLC | Pooled Investment Fund | $7.1M | 2026-02-03 |
| Deimos Materials LLC | Manufacturing | $25K | 2026-02-03 |
| DPEG Briar Hollow, LP | Other Real Estate | $8.0M | 2026-02-03 |
| Duke Capital Partners 2511A, a series of V360 Holdings LLC | Pooled Investment Fund | $1.8M | 2026-02-03 |
| Duke Capital Partners 2511B, a series of V360 Holdings LLC | Pooled Investment Fund | $1.1M | 2026-02-03 |
| Duke Capital Partners 2512A, a series of V360 Holdings LLC | Pooled Investment Fund | $217K | 2026-02-03 |
| Duke Capital Partners 2512B, a series of V360 Holdings LLC | Pooled Investment Fund | $270K | 2026-02-03 |
| EASFRIF REIT LP | REITS and Finance | $125K | 2026-02-03 |
| ECapital Loan Fund IV LP | Pooled Investment Fund | $75.0M | 2026-02-03 |
| EM GMS HoldCo, LLC | Other Real Estate | $20.0M | 2026-02-03 |
| EquityZen Growth Technology Fund LLC - Series 2219 | Pooled Investment Fund | $230K | 2026-02-03 |
| EquityZen Growth Technology Fund LLC - Series 2225 | Pooled Investment Fund | $1.5M | 2026-02-03 |
| EquityZen Growth Technology Fund LLC - Series 2249 | Pooled Investment Fund | $371K | 2026-02-03 |
| FF Credit Opportunities LP | Pooled Investment Fund | N/A | 2026-02-03 |
| Firehawk 2026 a Series of What If Ventures Master LLC | Pooled Investment Fund | $2.0M | 2026-02-03 |
| FO-1205 Fund II, a series of MV Funds, LP | Pooled Investment Fund | $80K | 2026-02-03 |
| Fourplay Social Inc. | Other Technology | $700K | 2026-02-03 |
| Fuqua Tiny Home Community LLC | Commercial | $3.0M | 2026-02-03 |
| Gaingels Ursa Mining LLC | Other | $75K | 2026-02-03 |
| GC Strategic Partners I, L.P. | Pooled Investment Fund | $29.6M | 2026-02-03 |
| GE-1130 Fund I, a series of Better Capital, LP | Pooled Investment Fund | $118K | 2026-02-03 |