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Which Regulation D route bars general solicitation but may include sophisticated nonaccredited investors?

Rule 506(b).

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  1. Rule 506(c)
  2. Rule 506(b) ✔
  3. Regulation Crowdfunding only

Why: Rule 506(b) does not allow general solicitation. It may include up to 35 nonaccredited purchasers who meet the investment sophistication standard, with added disclosure duties.

Huh, didn't know that: SEC: 506(b) is for investors the company already has a relationship with.

The dad joke
Why did 506(b) skip the billboard? It was not generally soliciting.
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References

Answer: Rule 506(b). Rule 506(b) does not allow general solicitation. It may include up to 35 nonaccredited purchasers who meet the investment sophistication standard, with added disclosure duties.

  1. Offering Pathways www.sec.gov/resources-small-businesses/capital-raising-building-blocks/offering-pathways
    A company cannot use general solicitation in a 506(b) private placement.
    Checked 2026-10-11.
  2. Private Markets Compliance Guide www.sec.gov/resources-small-businesses/small-business-compliance-guides/facilitating-capital-formation-expanding-investment-opportunities-improving-access-capital-private
    up to 35 non-accredited investors who meet an investment sophistication standard
    Checked 2026-10-11.

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