What kind of investors does Regulation D allow an unlimited number of in its offerings?

Regulation D is a set of rules that allows companies to raise capital without having to register their securities with the Securities and Exchange Commission (SEC). One of the key features of Regulation D is that it permits companies to offer securities to an unlimited number of accredited investors. Accredited investors are individuals or entities that meet certain financial criteria set by the SEC, which typically include having a net worth of over $1 million (excluding their primary residence) or having an annual income of over $200,000 (or $300,000 joint income with a spouse) for the last two years, with a reasonable expectation of the same for the current year.

The ability to have an unlimited number of accredited investors in offerings is beneficial for companies, as it allows them to raise significant capital without the extensive regulatory requirements associated with public offerings. This flexibility is a crucial aspect of Regulation D, enabling more fluid and accessible financing opportunities for both companies and accredited investors.

In contrast, the other categories of investors mentioned—non-accredited investors, institutional investors, and retail investors—are subject to various limitations under Regulation D, especially in certain exemptions (like Rule 504 or Rule 506(b)), which restrict the number of non-accredited investors to ensure that securities are offered primarily