Private Placements
Traditional and digital.
Always compliant.
Compliant distribution of private securities to qualified investors under applicable Regulation D exemptions — supported by disciplined diligence, marketing review, and allocation governance.
- Exemptions
- Reg D 506(b) / 506(c)
- Asset Classes
- Traditional & Digital
- Custody
- Third-Party Only
- Review
- FINRA Rule 2210
Overview
Reg D offerings, conducted under one standard.
Liberty Associates, Inc. offers private placements of both traditional and digital assets to qualified investors under applicable Regulation D exemptions. Every offering is conducted under documented compliance policies.
Liberty's capability is supported by senior team members with hands-on regulatory experience evaluating digital asset offerings. Melissa J. Keller, Liberty's Senior Compliance Officer, spent 12 years at FINRA (2012–2024) — including direct involvement in evaluating digital asset custody applications.
Process
How a placement works.
Engagement & structuring
Liberty reviews the issuer, structure, and the appropriate Reg D exemption — 506(b) for offerings with pre-existing relationships, or 506(c) where general solicitation requires accreditation verification.
Diligence
Diligence is conducted on the issuer, offering documents, risk factors, and conflicts. Findings are documented and reviewed at the principal level. No marketing begins until diligence is complete.
Marketing review
Every investor-facing communication — decks, teasers, OMs, presentations — is submitted for FINRA Rule 2210 review. Approved versions are tracked and distributed under restricted-period controls.
Investor qualification
Investor accreditation is documented per the chosen exemption. Allocations are conducted under documented policy, with rationale and supervisory sign-off.
Closing & post-close
Closing documents are executed; Form D and applicable blue-sky filings are tracked; ongoing compliance follow-up is conducted per the issuer's continuing obligations.
Digital Assets
The same framework — with additional guardrails.
Liberty conducts digital-asset placements under the same regulatory framework as traditional assets — with additional guardrails appropriate to the asset class.
Liberty does not custody digital assets in any capacity. Custody, where required, is arranged through the issuer or a qualified third-party custodian on a fully disclosed basis.
- 01Asset classification review with legal counsel before launch
- 02No custody by Liberty — third-party qualified custodians only
- 03Enhanced investor accreditation verification
- 04Marketing review under FINRA Rule 2210 and SEC Rule 156
- 05Distribution restricted to the appropriate investor universe
- 06No general solicitation on 506(b); verified accreditation on 506(c)
Regulatory Posture
Liberty Associates, Inc. conducts private placements under applicable Regulation D exemptions and other federal and state securities laws. Liberty does not hold customer funds or securities. Offering documents and definitive terms are provided to qualified investors under the applicable exemption. Public regulatory information is available at FINRA BrokerCheck (CRD# 15071).