There are few investors in most Rule 506 offerings.
An unlimited number of accredited investors are eligible to purchase securities in Rule 506 offerings, or in any other Regulation D offering. The SEC writes, "Information collected from Form D filings indicates that most Rule 506 offerings do not involve broad investor participation. More than two-thirds of these offerings have ten or fewer investors, while less than 5% of these offerings have more than 30 investors."
There are very few non-accredited investors in Rule 506 offerings.
Up to 35 non-accredited investors who meet certain sophistication requirements are eligible to purchase securities in Rule 506(b) offerings. The SEC writes, "Although Rule 506[(b)] currently allows for the participation of non-accredited investors who meet certain sophistication requirements, such non-accredited investors reportedly purchased securities in only 11% of the Rule 506 offerings conducted between 2009 and 2012. [footnote omitted] Only 8% of the offerings by pooled investment funds included non-accredited investors, compared to 12% of the offerings by other issuers. [footnote omitted]"
There are few Rule 506 offerings that use intermediaries ("private placement agents").
The SEC writes, "... the vast majority of Regulation D offerings are conducted without the use of an intermediary, [footnote omitted] ....
Investors solicited by management (rather than solicited by brokers) are more likely have some kind of pre-existing relationship with the issuer.
The SEC surmises, "... many of the investors in Regulation D offerings likely have a pre-existing relationship with the issuer or its management because these offerings [before Rule 506(c)] would not have been conducted using general solicitation."
Only a small percentage of households with more than $1 million in net worth have invested in Rule 506 offerings.
The SEC writes, "We estimate that at least 8.7 million U.S. households, or 7.4% of all U.S. households, qualified as accredited investors in 2010, based on the net worth standard in the definition of “accredited investor” (figure omitted). [footnote omitted] ... Our analysis, however, leads us to believe that only a small percentage of these households are likely to participate in securities offerings, especially exempt offerings. First, as mentioned above, data from Form D filings in 2012 suggests that fewer than 234,000 investors (of which an unknown subset are natural persons) participated in Regulation D offerings, which is small compared to the 8.7 million households that qualify as accredited investors.