Every equity issuance is a securities transaction subject to the Securities Act of 1933, codified at 15 U.S.C. §§ 77a et seq., and to the securities laws of every state where any offer or sale takes place. The default rule is that every offering must be registered with the SEC, with limited but well-understood exemptions. For venture-stage companies, the operative exemption framework is Regulation D under 17 C.F.R. Part 230, the Rule 701 compensatory-grant exemption, and Section 4(a)(2) of the Securities Act.
The pieces below collect every Capital insight, guide, and quarterly story on securities compliance.
Insight
How a SAFE Converts at Series A
The Reg D Rule 506(b) safe harbor for SAFE rounds, the 506(c) general-solicitation alternative, and the Form D 15-day filing deadline under 17 C.F.R. Section 230.503. Why failure to file is a recurring pre-Series A diligence finding.
Foundational Guide
Setting Up a Venture: Formation, Capitalization, and Term Sheets
Step Eight: Securities Compliance Is Not Optional. Rule 506(b), Rule 506(c), Section 4(a)(2), Rule 701, and the Form D timing under 17 C.F.R. Section 230.503. Blue-sky coordination across the states where any offer or sale takes place.
Capital Quarterly · Q2 2026
SEC Private-Fund Rules at One Year
The post-Fifth-Circuit-vacatur operating posture for sponsors. What survived (heightened expectations around side letters and preferential terms) and what did not (certain mandated disclosures and prohibitions). The market-practice convergence on the spirit of the rules through LP-driven demand.