Raise capital from verified accredited investors.
Existing securities-offering pathway. Each offering requires review.
Regulation D Rule 506(c) lets eligible issuers publicly market a securities offering to accredited investors. Every purchaser must qualify, and the issuer must take reasonable steps to verify that status. The rule has no specified offering-dollar ceiling, but other legal and practical limits still apply.
How Ohanae can support the process
For a suitable issuer-sponsored offering, Ohanae can help connect investor onboarding and subscription workflows with regulated brokerage services, custody and ownership records where appointed. The parties would agree who performs accredited-investor verification and maintains the required evidence. General account onboarding alone does not satisfy this verification requirement.
A practical sequence
First, the issuer and its advisers establish the offering terms and eligibility. Next, investors complete onboarding, verification and subscription requirements. Following acceptance and funding, the securities and ownership records are established under the agreed structure. Any later transfer or trade is checked against the applicable restrictions.
Raising capital does not mean unrestricted trading
Rule 506(c) purchasers receive restricted securities. Blockchain issuance does not remove resale limits. Any secondary transaction needs an available legal basis and applicable transfer checks; a trading venue or liquid market is not assured.
Requirements to plan for
Issuers generally file Form D within 15 days after the first sale. State notices and fees may apply, along with disqualification screening and anti-fraud requirements. An issuer’s advisers should assess the complete offering, rather than treat Form D as SEC approval.
SEC Rule 506(c)
overview
View official SEC overview External regulatory resource
Rule 506(c) of Regulation D allows an eligible issuer to advertise a securities offering publicly, including online, while selling securities only to accredited investors whose status has been verified through reasonable steps. The exemption does not set a fixed maximum amount that an issuer may raise.
What issuers need to know
Six considerations that should be evaluated for each offering.
- 01Public solicitation is permitted, but every purchaser must be an accredited investor.
- 02The issuer must take reasonable steps to verify each purchaser’s accredited-investor status; a simple checked box or unsupported self-certification is not enough.
- 03Verification can use appropriate documentary review or qualifying third-party confirmation, depending on the facts and circumstances. KYC/AML onboarding and accredited-investor verification are separate requirements.
- 04The issuer generally files Form D through EDGAR within 15 days after the first sale; state notice filings and fees may also apply.
- 05Bad-actor disqualification and federal securities anti-fraud requirements continue to apply.
- 06Securities sold under Rule 506(c) are restricted securities. Tokenization does not eliminate resale restrictions or guarantee a secondary market.
What this means for Ohanae issuers
A qualifying issuer may explore blockchain-native issuance, investor onboarding, custody and transfer-agent recordkeeping within Ohanae’s applicable services. Offering terms, verification responsibilities, permitted transfers and any later secondary trading must be evaluated separately. Ohanae’s general website is not an offering subscription portal.
Explore a suitable offering structure.
Important Information
Ohanae Securities LLC is a FINRA-member carrying, self-clearing broker-dealer operating within its approved scope. Ohanae, Inc. is an SEC-registered transfer agent and provides transfer-agent services where properly appointed or otherwise legally authorized. Ohanae is not a registered national securities exchange. References to NYSE and Nasdaq express ambition and do not imply equivalent status, affiliation or endorsement.
This information describes Ohanae’s business focus and planned services. Reg Crypto remains proposed, and the planned TSV has not launched. Existing authorization does not itself approve every planned activity. Availability depends on applicable law, issuer and investor eligibility, required authorizations, transfer restrictions and operational readiness. Registration or authorization is not regulatory endorsement. Investments involve risk, including loss of principal, and liquidity is not guaranteed. Custody and customer-protection arrangements do not eliminate investment or operational risk. This page is not an offer to sell or a solicitation to buy securities; any specific offering is governed by its applicable documents.