A note on Use of Proceeds: VCs like to see the capital used for investment into the company. A red flag is raised for a VC if the proceeds are used to pay off an existing loan or used to buy the securities of an existing investor who wishes to sell. The prospectus must be approved by the competent authority in the United Kingdom, which is currently the Financial Conduct Authority (FCA) in its capacity as the United Kingdom Listing Authority. If the purpose of the prospectus is to induce people to engage in an investment activity, it will also need to be issued or approved by an 'authorised person' or it will constitute an unlawful financial promotion under section 21 of the Financial Services and Markets Act 2000. Publication of information in relation to the issue of securities in the United Kingdom is governed by the Prospectus Rules, which implement the European law Prospectus Directive. A prospectus must be published where certain types of securities either are offered to the public or are requested for admission on a regulated market. The last three rules (504, 505, and 506) deal with the specifics of raising money under Reg D. Rule 504 generally pertains to securities sales up to $1 million. Prospectus.com can assist with your bond offering memorandum campaign as well as with your debt financing private placement needs. We are the world leading firm that specializes in public and offering memorandum writing and general business and legal document writing services. If a company has been filing Form 10-K with the SEC for a certain period of time, has a market capitalization above a certain threshold, and takes certain procedural steps, it is permitted to offer securities using a simplified prospectus that incorporates information by reference to its SEC filings. In certain situations, such as when the offering is not required to be registered with the SEC, a prospectus is instead referred to as an "offering memorandum" or "offering circular." In the case of municipal securities offerings, which are generally exempt from most of the federal securities laws, municipal issuers typically prepare an analogous form of disclosure document known as an "official statement." Prospectuses are generally prepared with the assistance of the underwriter acting as issue manager (also called a bookrunning manager or "bookrunner").