Capital raising
Regulation D structures
Private placements shaped around the applicable exemption and offering facts.
What it is
Regulation D structures are private placements conducted under the Regulation D exemptions, including Rule 506(b) and Rule 506(c).
Each exemption carries corresponding limits on who may invest, what must be disclosed, and how the offering may be marketed. Offerings are made only to those who qualify and only through the applicable offering documents.
Where it fits
- A private company raising capital under an exemption
- An offering limited to qualified investors
- A company considering Rule 506(b) or 506(c)
- A raise requiring coordinated offering documents and marketing
What shapes it
- The exemption and who may invest
- What must be disclosed and how the offering may be marketed
- The company’s facts, offering terms, and intended audience
- Securities-law, tax, and accounting advice from counsel and CPA firms
How we approach it
We work with the company, its attorneys, and CPA firms to understand the offering facts and keep the process confidential. Counsel leads the legal analysis and offering documents; our role is to help arrange and advise on the capital-raising process around them.
Stapleton Frost arranges and advises on capital raising; it does not provide the capital directly. Securities are offered through Britehorn Securities, a registered broker-dealer (member FINRA/SIPC), where applicable. The structure follows the company’s facts and the applicable exemption—not a template. Outcomes and terms depend on the company, the market, and the investor, and we do not promise a raise or a specific outcome.
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A useful first conversation
Start with the outcome.