SEC Division of Corporation Finance no-action letter: Citizen VC, Inc.

Citizen VC, Inc. proposes to offer and sell limited liability company interests of special purpose vehicles to accredited investors without registration under Rule 506(b) of Regulation D. The company intends to establish pre-existing, substantive relationships with prospective investors through specific online and offline policies and procedures prior to offering securities. These measures include an accredited investor questionnaire, offline telephone contact, email introductions, third-party credit reporting, and encouragement of site exploration to verify investor sophistication and suitability. The letter requests that the SEC staff concur that these procedures do not constitute general solicitation or general advertising under Rule 502(c).

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Chrysler Center

MINTZLEVIN
666 Third Avenue

New York,NY 10017

212-935-3000
Daniel I. DeWolf l 2126926223 l ddewolf@mintz.com 212-983-3115 fax

www.mintz.com

Rules 502(c)and 506(b)under Regulation D

August 3,2015

David R.Fredrickson,Esq.

ChiefCounsel

Division ofCorporation Finance

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington,DC20549

Re:Citizen VC,Inc.

Dear Mr.Fredrickson:

Our client, Citizen VC,Inc. and its affiliates (collectively,"CitizenVC"), proposes to offer and

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Source: Securities and Exchange Commission — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works