Form D vs. the PPM: Notice vs. Disclosure
from Syndication Attorney Field Notes with Tilden Moschetti Hosted by Tilden Moschetti
Filing a Form D for a Regulation D syndication does not mean the SEC has approved your deal or protected you from investor lawsuits. In this episode, we unpack the critical difference between keeping the government informed and keeping your capital raise secure. We cover: • Why an accepted EDGAR filing is simply a notice, not a regulatory blessing. • The distinct master each document serves: Form D for the regulators, and the PPM for your investors. • A hypothetical $3 million raise that demonstrates what happens when sponsors substitute a pitch deck for a proper disclosure document. • The correct sequence of events: when to draft the PPM, when to accept funds, and exactly when to file your Form D. Also see: Form D vs. a PPM: Regulation D Filing vs. Disclosure — https://www.moschettilaw.com/form-d-vs-ppm/ Note: This episode's audio is generated using AI voice cloning technology based on Tilden Moschetti's written work. Watch the video on YouTube: https://youtu.be/9fJNF8JwvBc
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What this episode covers
Many sponsors assume filing a Form D with the SEC means their capital raise is fully protected. Syndication attorney Tilden Moschetti explains why Form D is just a notice to regulators, and why you still need a PPM to shield yourself from investor claims.
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