Dedicated Service
Private Placement
Memorandum Drafting
& Counsel
Your PPM is your most important disclosure document — and your most powerful fundraising tool. We draft Regulation D-compliant PPMs that protect issuers from securities liability while presenting a compelling investment narrative to accredited investors.
Our PPM engagements take two distinct forms. The right path depends on how unusual your offering structure is, how much customization the risk-factor and business-description sections require, and whether the offering is part of one of our standard Fund Packages.
CUSTOM
Bespoke PPM
A fully tailored disclosure document drafted from substantial client input — line-by-line risk factors, executive summary written from scratch, customized securities description, and conflict disclosures specific to your management team and capital structure. Best for complex offerings, novel structures, real-estate syndications with property-level disclosure, or issuers where investor sophistication and offering size warrant a fully bespoke document.
Engagement: Hourly or fixed-fee, scoped at intake.
Turn-key
Templated PPM
A Regulation D-compliant PPM built from the firm's PPM framework and customized to your business model, offering structure, and prospective investors based on intake information you provide. Predictable scope; predictable cost. Designed to pair with one of our Fund Packages.
Engagement: $5,000 flat-fee add-on to any Fund Package. See Fund Packages →
Operating Companies
Startups and growth-stage companies conducting Regulation D offerings — seed rounds, bridge financings, Series A, and growth rounds — with SAFE notes, convertible notes, or preferred stock.
Early-stage startup seed rounds
Growth-stage preferred stock offerings
Bridge and mezzanine financings
506(b) and 506(c) offering compliance
Private Fund Managers
General partners and fund sponsors launching VC, hedge, real estate, and crypto funds requiring a PPM as the foundational offering document for LP capital raises.
Venture capital and growth equity funds
Real estate private equity funds
Hedge and liquid alternative funds
Digital asset and crypto funds
Real Estate Sponsors
Real estate developers and syndicators raising equity capital through Regulation D offerings for individual properties, portfolios, or opportunity zone investments.
Single-asset and portfolio offerings
Opportunity Zone fund structures
Real estate debt offerings
Preferred equity structures
Special Purpose Vehicles
Single-investment SPVs and co-investment vehicles requiring streamlined PPM documentation for targeted capital raises from a defined investor group.
AngelList-style SPV documentation
Co-investment vehicle structures
Accelerator and syndicate vehicles
Cross-border SPV structures
Our Process
01
Intake & Scoping
We review your entity structure, offering terms, business model, and target investor profile to scope the PPM and identify disclosure priorities.
02
Offering Structure Review
We confirm the correct Regulation D exemption (506(b) vs. 506(c)), review securities classification, and identify state notice filing requirements.
03
PPM Drafting
Full document drafting: executive summary, business description, management bios, risk factors, use of proceeds, dilution, and subscription procedures.
04
Form D & Blue Sky
We coordinate Form D filing with the SEC and state blue sky notice filings in each state where investors are solicited.
05
Ongoing Support
Post-launch counsel on investor communications, PPM amendments, accredited investor verification, and regulatory updates.
Executive Summary— Business overview, investment thesis, and management team
Business Description— Products/services, market opportunity, competitive landscape, and growth strategy
Risk Factors— Comprehensive, issuer-specific risks tailored to the actual business model (not boilerplate)
Use of Proceeds— Detailed allocation with management discretion disclosures
Dilution Analysis— Pro-forma capitalization table and dilution disclosures
Management Bios— SEC-compliant management and key personnel disclosures
Conflicts of Interest Disclosures— Related party transactions and potential conflicts
Securities Description— Terms of the offered securities, rights, preferences, and restrictions
Subscription Procedures— Accredited investor eligibility, subscription mechanics, and closing procedures
Financial Statements or Projections— Coordination with your accountants for compliant financial presentation
Transfer Restrictions & Legends— Rule 144 and resale restriction disclosures
Request a PPM quote
Fixed-fee and hourly engagements available. Contact us to discuss scope, timeline, and pricing.
Why PPM quality matters
Insufficient disclosure in a Regulation D offering exposes issuers to 10b-5 fraud claims, state securities law liability, and rescission demands from investors — even years after closing. A well-drafted PPM is your primary evidentiary defense and your most cost-effective risk management tool.
