Private Placements
The private capital that powers the public journey.
Before most companies reach public markets, they raise privately. We structure exempt offerings under Regulation D and Regulation S — cleanly, compliantly, and in a way that strengthens rather than complicates the listing that follows.
The Frameworks
Understanding exempt offerings
U.S. securities law permits companies to raise capital without full registration through carefully defined exemptions. The two most relevant for cross-border issuers:
Regulation D — Rule 506(b) and 506(c)
- Rule 506(b) permits raising unlimited capital from accredited investors (and up to 35 sophisticated non-accredited investors) without general solicitation.
- Rule 506(c) permits general solicitation — public marketing of the offering — provided every investor is verified as accredited.
Both require a Form D notice filing with the SEC. Shares issued are "restricted securities," subject to holding periods before public resale.
Regulation S — offshore offerings
Regulation S provides a safe harbor for offers and sales made outside the United States to non-U.S. persons. For emerging-market companies, it is often the natural companion to Regulation D: domestic and diaspora networks abroad can participate under Reg S while U.S. accredited investors participate under Reg D — two compliant channels, one coordinated raise.
Why the private round matters strategically
- It funds the listing itself. Audits, counsel, and filings cost real money; a private round is typically how disciplined companies finance the process.
- It brings anchor investors. Credible early backers strengthen the story every subsequent investor reads.
- It tests the narrative. The questions private investors ask preview the questions the public market will ask.
- Done wrong, it poisons the well. Sloppy private raises — missed filings, improper solicitation, tangled cap tables — surface later in SEC review. We make sure yours won't.
Our advisory role
Financial Agency Group advises on offering structure, sequencing, and documentation strategy; coordinates securities counsel for the private placement memorandum, subscription agreements, and regulatory notices; and ensures the round is designed to integrate cleanly with the public pathway that follows. Where distribution of securities requires licensed intermediaries, we coordinate with FINRA-registered broker-dealers — we do not solicit investors or handle investor funds ourselves.
Compare
Reg D and Reg S at a glance
| Feature | Reg D 506(b) | Reg D 506(c) | Regulation S |
|---|---|---|---|
| Investors | Accredited (+ limited sophisticated) | Verified accredited only | Non-U.S. persons, offshore |
| General solicitation | Not permitted | Permitted | No directed selling efforts in the U.S. |
| Raise ceiling | Unlimited | Unlimited | Unlimited |
| Key filing | Form D | Form D | None (conditions-based safe harbor) |
| Resale status | Restricted securities | Restricted securities | Distribution compliance period applies |
Orientation only — exemption availability and conditions are fact-specific and must be confirmed with U.S. securities counsel.
Planning a raise before your listing?
Structure it so it accelerates the public journey instead of complicating it.