An accredited investor under U.S. standard is any investor meeting criteria determined by the SEC under Rule 501.
An individual accredited investor is someone that has:
A net worth in excess of $1,000,000, not including your primary residence; or
Historic and expected income of over $200,000 (or $300,000 for couples) in a calendar year; or
An individual holder in good standing of certain FINRA licenses, specifically the Series 7, Series 65, or the Series 82; or
Knowledgeable employees of a fund with respect to investments in a private fund; or
An executive of the issuer of an executive of the GP of the issuer.
An accredited investor as an entity is:
Any business trust, partnership, or limited liability company with total assets worth more than $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person; or
Any entity in which all of the equity owners are individual accredited investors; or
Family offices with at least $5 million in assets under management and their “family clients”; or
Spousal equivalent to the accredited investor definition, so that spousal equivalents may pool their finances for the purpose of qualifying as accredited investors; or
Certain other specialized entities described in Rule 501.
Under SEC Rule 501, those qualifying as “accredited investors” may invest in deals not available to non-accredited investors — those who don’t meet the above criteria — as long as they can show documented proof towards their accreditation if prompted or audited.
Non-accredited investors can participate in Reg CF and A+ offerings with limits on how much they can invest, while accredited investors can do so without limits.
If and when accredited investors participate in Reg CF and Reg A+ deals, they do so without investment limits and without having their accreditation verified, whereas offerings under Reg D generally do require verification. The majority of deals hosted through Republic's platform are available to both accredited and non-accredited investors and all Republic deals under Reg CF and Reg A+ are open to both accredited and non-accredited investors.
If your net-worth and income disclosures grant you accreditation status in your investor settings, you may qualify for accredited-only deals run by OpenDeal Broker LLC or Republic Maximal LLC dba Republic Labs. Learn more
Republic Core LLC (“Core”) provides technology and support services to OpenDeal Inc. and its affiliates (collectively, the “Republic Ecosystem”). Republic Note holders and as well as users of the site and services maintained by the Republic Ecosystem, regardless of and their activities on or relating to the Republic Ecosystem, are subject to the applicable terms of service, in their entirety.
Core is currently conducting an offering of Republic Notes under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) to persons who are accredited investors, as that term is defined in Rule 501. Only accredited investors are eligible to participate in the Rule 506(c) offering. Accredited investors who wish to participate in the Rule 506(c) offering should receive and review carefully the Private Placement Memorandum pertaining to that offering, as it contains important information for potential investors to consider prior to making an investment decision. Accredited investors who wish to participate in the Rule 506(c) offering will be required to (i) complete a subscription agreement, (ii) acknowledge that they have received and read the Private Placement Memorandum, and (iii) provide information verifying their status as accredited investors.
Core is also “testing the waters” with respect to the sale of Republic Notes under Regulation A of the Securities Act. The “testing the waters” process allows companies to determine whether there may be interest in an eventual offering of its securities to qualified purchasers under Regulation A. Core is not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited for an offering under Regulation A at this time and, if sent, it will not be accepted.
Core may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may or may not be made under Regulation A. For example, Core may choose to proceed with its offering under Rule 506(c) without ever conducting a Regulation A offering, in which case only accredited investors within the meaning of Rule 501 will be able to buy Republic Notes.
If and when Core conducts an offering under Regulation A of the Act, it will do so only once (i) it has filed an offering statement with the Securities and Exchange Commission (“SEC”), (ii) the SEC has qualified such offering statement and (iii) investors have subscribed to the offering in the manner provided for in the offering statement. The information in the offering statement will be more complete than any test-the-waters materials and could differ in important ways. Prospective investors who are interested in participating in the Regulation A offering must read the offering statement filed with the SEC, when that offering statement becomes publicly available.
No money or other consideration is being solicited at this time in connection with any potential Regulation A offering and, if tendered, will not be accepted. No offer to buy securities in a Regulation A offering can be accepted and no part of the purchase price can be received until an offering statement is qualified with the SEC. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. Any indication of interest in Core’s offering involves no obligation or commitment of any kind.