Which of the following is true for a Rule 506(b) Regulation D private placement?

1. AAn unlimited number of accredited investors and up to 35 non-accredited but sophisticated investors may participate✓ Correct answer
2. BGeneral solicitation is permitted if all investors are accredited
3. CNon-accredited investors must receive audited financial statements
4. DThe offering must be registered with the SEC before any sales can be made

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