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hey guys today were going to talk about private placement memorandums in the world of Securities memorandum kind of means a disclosure document we can sometimes call it a form S1 be filing for a public company or a form 1A to file for a regulation a offering or a form C for filing a regulation CF offering oftentimes theyre referred to as prospectus but in the world of Regulation D where these are private offerings that dont get registered with the SEC and generally nothing even gets filed with the SEC theyre called private placement memorandum and thats what were going to talk about today and just break it down into bite size understandable components alright so were just going to do this classic I am an attorney Im not your attorney this is just for educational purposes and to really help you make your own decisions on either raising capital or in this case if youre investing into a private placement a regulation D offering heres the type of stuff that you need to know well