What is the maximum number of non-accredited investors allowed in a Regulation D offering?

In a Regulation D offering, the maximum number of non-accredited investors allowed is indeed 35. This regulation is part of the Securities Act of 1933, which provides exemptions from certain registration requirements for small businesses and startups to raise capital more easily.

The limitation on non-accredited investors is designed to ensure that investors participating in such offerings have sufficient financial sophistication to understand the risks involved with the investment. Non-accredited investors may not have the same level of financial knowledge or means as accredited investors, who meet specific income or net worth criteria.

Therefore, Regulation D specifically states that up to 35 non-accredited investors can participate in an offering provided that the issuer takes reasonable steps to verify their financial information. This limit helps to protect less sophisticated investors while also facilitating access to capital for issuers. The other options pertain either to different categories of investors or incorrect limits, which do not apply in the context of Regulation D offerings.