The private placement data room for Reg D 506(b) and 506(c) raises
A PPM discloses. The data room proves.
Keep a 506(b) raise invitation-only, collect 506(c) accreditation evidence without emailing tax returns, and prove which PPM each investor opened and read: one secure Peony room per offering, with unlimited rooms on Data Room.
No credit card · 7-day Data Room trial that never auto-charges · investors and their advisors view free, no account · 24/7 support
Last updated October 2026
8,000+ customers in 60+ countries · $44.7B in client assets
Peony staff can't open your documents, your documents aren't used to train AI, and Peony has had no data breach since launch.
What is Peony's private placement data room, and who is it for?
Peony is a virtual data room that issuers, sponsors and placement agents use to share the PPM with invited investors under NDA, collect 506(c) verification documents and see which investors read each page. Data Room, Peony's most popular plan, is $52 per admin per month billed yearly with unlimited rooms and storage, and investors never pay.
A private placement data room is a permissioned, audit-logged room where an issuer or sponsor shares the PPM, subscription documents and diligence materials with qualified investors in a Regulation D (or Reg S) offering. A private placement runs on antifraud liability and a registration exemption, so the real need isn't just to send the PPM, but to scope who can see it and to prove exactly what every investor received and when. The room does three jobs a shared drive can't: it scopes access so a 506(b) raise doesn't become general solicitation (which would break the exemption), it acts as the secure intake for 506(c) accredited-investor verification evidence, and it produces a per-investor record proving what each investor saw — the antifraud-defensible answer under Rule 10b-5.
On Peony, NDA gating starts on Business ($30/admin/month); dynamic watermarks and granular permissions are on Data Room ($52/admin/month). Peony holds and logs the verification evidence, and the accreditation call stays with your verifier. The full evaluation checklist is in our private placement data room guide.
- Keep a 506(b) raise invitation-only: Email access opens the room only for the investors you list, an allow list stops a forwarded link from opening, and an NDA stands in front of the PPM.
- Collect 506(c) evidence without email: each investor uploads tax forms, statements or a CPA or attorney letter into a folder only their group can see, and the audit trail dates every file.
- Prove what each investor saw: NDA acceptance, timestamped opens, page-level time on the risk factors, and a dated version history of the PPM.
Peony at a glance
- Built for
- Issuers, fund and real estate sponsors, placement agents, broker-dealers and securities counsel running Rule 506(b) and 506(c) offerings, Reg S tranches and follow-on rounds.
- Typical plan
- Data Room, $52 per admin per month billed yearly ($75 monthly): unlimited rooms, documents and storage, a signed NDA with audit record, access questions, dynamic watermarks, granular folder and file permissions with Upload-level folders, Screenshield and a per-visitor audit trail.
- Pricing
- Business $30, Data Room $52 and Deal Team $64 (minimum 4 admins) per admin per month billed yearly ($44, $75 and $89 monthly); Enterprise is custom. Free ($0) covers 50 documents and 500 MB as tracked single-file links; data rooms start on Business.
- Investors and their advisors
- Investors and their advisors are unlimited and free on every plan and don't need a Peony account. You pay per admin, not per viewer.
- Rooms and storage
- Unlimited data rooms, documents and storage on Data Room and above, and no per-file size cap on any plan. Business includes 3 data rooms per admin, 1,000 documents per admin and 100 GB of storage, with no per-file size cap.
- Regulation D fit
- Peony supplies the controls and the record: invitation-only Email access, allow lists, NDA gates, per-investor upload folders and a per-visitor audit trail. The exemption analysis, the accreditation determination and the Form D filing stay with the issuer and its counsel.
- Versus per-deal VDRs
- Flat per-admin pricing for a raise that stays open for months and often has a follow-on round: two admins on Data Room pay $1,248 a year, versus Datasite or Intralinks at $50,000–$80,000+ per deal at enterprise tier.
- File management
- Upload new version keeps a file's place and link and keeps every earlier version; AI room generation drafts the folder structure, and Index documents numbers every file (Data Room plan). Duplicate a data room copies its files and folders into a fresh room; groups, links and analytics start clean.
- Live models
- Excel models open in the browser with every sheet and your formatting, showing values (not formulas) under the dynamic watermark. Peony renders .html files live with JavaScript running, so a Claude or ChatGPT artifact (a model, dashboard or calculator) stays interactive for the viewer, behind your NDA gate, permissions and analytics.
- Enterprise
- Deal Team ($64 per admin per month billed yearly, minimum 4 admins) adds custom invite emails, OAuth SSO, API access, room archive download, advanced redaction and priority support. Enterprise (custom pricing) adds SAML SSO, BYOK, self-hosted or white-label deployment and EU-region hosting. Deal Team and Enterprise provide a standard DPA with SCCs on request.
- Security
- AES-256 at rest, TLS 1.2+ in transit. Peony staff can't open your documents, your documents aren't used to train AI, and Peony has had no data breach since launch. Peony's incident-response policy commits to telling affected customers within 72 hours of confirming an incident that affects customer data. SOC 2 Type II-ready and ISO 27001-ready, with both audits underway. Compliance and certifications
- Setup
- Median 4 min 19 s from sign-up to first uploaded document (State of M&A Data Rooms, Q3 2026 edition).
- Trial
- 7-day Data Room trial you start yourself: no credit card, and it never auto-charges. Rooms, files, links, analytics and NDA settings carry over when you upgrade. AI features switch on after you upgrade.
- Support
- 24/7 support, handled directly by the Peony team across Europe, US and Asia hours, with no outsourced tier. Everyone you speak to on Peony support has M&A experience at elite boutiques or bulge-bracket banks, VC experience, or has raised $1M+ themselves.
- Customers
- 8,000+ teams in 60+ countries, with $44.7B in client assets.
Which private placement teams use Peony, and for what?
Issuers, fund and real estate sponsors, placement agents and securities counsel use Peony wherever offering documents leave the building: the PPM, subscription package, diligence files and 506(c) verification documents. One Data Room plan covers all six.
Companies raising a priced round
Founders and CFOs running a 506(b) raise share the PPM or investment memo, subscription agreement and model with investors they already know, each behind an NDA, and see who read the risk factors. See fundraising data rooms.
Fund sponsors
Private equity, venture, credit and hedge fund GPs put the PPM, LPA, DDQ and track record in one fund room with a link per LP; a 506(c) fund raise adds a verification folder per LP. See private equity data rooms.
Real estate sponsors and syndicators
Deal-by-deal raises under 506(b) or advertised 506(c) offerings: the PPM, operating agreement, subscription documents and property diligence, one room per deal, unlimited on Data Room. See the real estate syndication data room guide.
Oil, gas and real-asset programs
Drilling and mineral programs and infrastructure sponsors share the PPM alongside reserve reports, title and engineering files, with no per-file size cap on any plan. See energy data rooms.
Placement agents and broker-dealers
A room per mandate, a group and NDA per investor class, room analytics that rank investors by time spent reading, and your logo and custom domain on every room (Data Room). On a sell-side M&A mandate the same workspace gives each bidder its own group, NDA gate and Q&A question team, and the Signatures view tracks which bidders have signed an Advanced NDA. See M&A data rooms.
Securities counsel
Counsel works as an admin on the issuer's account or in a group with Download access to the full room, and keeps the signed NDAs, subscription agreements and the per-investor audit trail together for the offering record.
Distribute the PPM on terms that protect your offering
What does Peony do for a private placement that email and a shared drive can't?
Peony treats the room as a control surface for a securities offering, not a filing cabinet: it proves what every investor saw, scopes access for 506(b) and takes in 506(c) evidence securely. The offering's financial model is shared live, not flattened to a dead PDF. For a serious raise, lead with the Data Room plan ($52/admin/month). Start from the private placement data room guide.
A private placement punishes the tools founders reach for first. It's the same room as a fundraising or M&A data room, doing a more regulated job. Three things are true at once: how you distribute the PPM can affect whether your exemption survives, what each investor received is an antifraud question, and 506(c) verification means handling sensitive personal financial documents. Emailing the PPM, a shared drive, or a link-tracking deck tool fails on all three.
How do I prove what every investor saw — and that it was the current PPM?
Peony records, per investor, the NDA acceptance and every timestamped open of the PPM, and Upload new version keeps one current PPM at the same link with each earlier version dated.
Treat the room as your contemporaneous evidence file, not a filing cabinet. Every investor accepts an NDA, is served the current version of the PPM, and generates a per-investor, timestamped log of exactly which documents they opened. If disclosure is ever questioned, you produce the record — the difference between a PPM that discloses and a data room that proves.
(Page-level analytics on every plan; NDA gate from Business; signed Advanced NDA, dynamic watermarks and the per-visitor audit trail on Data Room ($52/admin/mo billed yearly).)
What it replaces: An emailed PPM you can't recall — or prove was read. Securities law runs on antifraud liability (Rule 10b-5). An emailed PPM gives you no proof of receipt, no version control, and no recall if terms change. The room is what turns disclosure into a defensible record.
What it replaces: A shared drive can't show who saw which version of the PPM. Email and consumer cloud give you no per-investor walls, no current-version guarantee, and no defensible log. If an investor later disputes what they received, "who saw what version, and when" stops being a convenience and becomes the record your tooling has to produce.
Per-investor audit trail, matched to dated versions
Every view, NDA acceptance and document open is timestamped and attributed to a specific investor, and the version menu dates each PPM version, so every open can be matched to the version then live. The defensible answer to "did this investor receive the risk factors?"
Current-version control
When terms change, Upload new version swaps in the live PPM at the same link, so an investor who opens it from then on is never shown a superseded version, which is its own source of antifraud exposure.
NDA acceptance on the record
Click-to-accept NDA gating starts on Business ($30/admin/month); Advanced NDA on Data Room ($52/admin/month) produces a signed PDF and full audit trail per investor.
How do I scope access so a 506(b) raise doesn't become general solicitation?
Peony's Email access opens the room only for the investors you list and blocks everyone else by default, so a 506(b) PPM reaches named, pre-existing relationships rather than whoever receives a forward.
Make access scoping the thing that protects your exemption. Issue per-recipient links that won't open for anyone you didn't list, gate the PPM behind an NDA, and wall investor types into groups — so the room enforces the pre-existing-relationship discipline the SEC points 506(b) issuers to, and your log shows you stayed inside it. For a 506(b) deal that includes up to 35 non-accredited sophisticated purchasers, the same groups give you the extra disclosure tier those investors are owed.
(Email access, the allow list, email verification and the NDA gate from Business ($30/admin/mo); access questions and per-group folder permissions on Data Room ($52/admin/mo), billed yearly.)
What it replaces: Accidental general solicitation breaks your 506(b) exemption. Under Rule 506(b) you can't advertise, and the SEC's guidance names one way to show you didn't: an offering limited to pre-existing, substantive relationships. A forwardable link or an "anyone with the link" folder can be argued as solicitation — and blow the exemption. Access scoping isn't a convenience here; it's compliance-load-bearing.
A visitor group per investor type
Accredited prospects, sophisticated non-accredited purchasers, existing investors — each is a group with its own NDA and security settings. Per-group folder and file permissions, so each group sees only its own documents, are on the Data Room plan.
Personalised links that won't open for a forward
Each investor gets their own tracked link — not a public URL — and with email verification and an allow list on, a forwarded link won't open for anyone you didn't list. If access needs to end, revoke it cleanly and keep the log as proof.
NDA + pre-qualification before the PPM loads
Nothing is visible until an investor accepts the NDA and answers your access questions (Data Room plan) — the gate that keeps a 506(b) room inside its pre-existing-relationship perimeter.
How do I collect 506(c) verification evidence — and share the model — without it leaking?
Peony gives each investor an upload folder only their group can see, so tax forms, brokerage statements and CPA or attorney letters land in one access-controlled room instead of inboxes.
Use the room as the secure intake and the live exhibit viewer. For a 506(c) raise, investors submit sensitive financial documents to one controlled place that logs what was collected and when — Peony holds and logs the evidence, and your verifier, CPA, attorney or broker-dealer makes the accreditation determination. And the offering's financial model goes in live, not as a dead PDF.
(Upload-level folders, per-investor permissions and dynamic watermarks on Data Room ($52/admin/mo billed yearly); e-signatures unlimited from Business ($30/admin/mo).)
What it replaces: 506(c) verification means sensitive PII flying around insecurely. For a 506(c) raise, investors submit tax forms, brokerage statements, and CPA letters. Collecting those over email scatters PII across inboxes. The room should be the secure intake point that logs the evidence — even though your verifier, not the platform, makes the accreditation call.
Secure verification-evidence intake
Tax forms, brokerage statements, and CPA/attorney letters land in one access-controlled room with a retained, dated evidence trail — never scattered across inboxes. Peony logs the evidence; the accreditation determination stays with you or your verifier.
Subscription agreements, signed in Peony
Send subscription documents for e-signature (unlimited from Business); each signed PDF lands in the Signatures view with its timestamp, IP address and verification hash.
Live, protected financial model
Excel models open in the browser with values, not formulas, under dynamic watermarks (Data Room, $52/admin/month); a model built as an HTML artifact runs live, inputs and all, behind screenshot protection, the NDA gate and instant revoke.
How does a private placement run in Peony, from first investor contact to closing?
A Reg D raise moves from building the room to inviting investors, gating and verifying them, tracking reading and closing subscriptions; in Peony each stage is a room, group or folder setting.
- Build the room. Create one room per offering and let AI room generation draft the folders (PPM and supplements, subscription documents, financials and model, diligence, verification); Index documents numbers every file so investors and counsel can say "open 3.2" (Data Room).
- Invite on the right basis. For a 506(b) raise, use Email access and list each investor by name, so the room opens only for the relationships you chose. A 506(c) raise may be advertised, so a Link access group with email verification and access questions in front of the room can be the link in your outreach; verify each investor before they subscribe (Email access and verification from Business; access questions on Data Room).
- Gate each investor class. Give accredited prospects, non-accredited sophisticated purchasers (506(b) only) and existing investors their own groups, each with its own NDA, watermark and folder permissions (NDA from Business; signed Advanced NDA, watermarks and folder permissions on Data Room).
- Collect 506(c) evidence. Give each investor an upload folder only their group can see for tax forms, statements and verifier letters, or for the e-signed written representation counsel uses on the high-minimum-investment path; your verifier makes the call (Data Room).
- Track reading and post supplements. Page-level analytics show who read the risk factors and subscription terms and who came back, and Upload new version posts a PPM supplement at the same link with every earlier version dated (analytics on every plan).
- Subscribe and close. Send subscription agreements for e-signature and keep the signed PDFs in the Signatures view; their timestamps help counsel pin down the first-sale date, since Form D is due within 15 days after the first sale. Then revoke access for investors who passed (e-signatures unlimited from Business).
The per-stage folder structure is in how to set up a private placement data room, and the exemption-by-exemption differences are in Reg D 506(b) vs 506(c).
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Providence Water
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What do issuers and counsel ask before putting an offering in Peony?
Five questions come up before an issuer moves a PPM from email into Peony: staff access, investor cost, separating investor classes, fit with existing systems, and counsel's security review.
Can Peony staff see our offering documents?
No. Peony staff can't open, move or edit the documents in your room. Your documents aren't used to train AI: Peony's LLM providers work under data-handling agreements that prohibit training on customer content. Viewers read documents in the browser; files never leave Peony unless you allow downloads on a link. Peony has had no data breach since launch.
Do investors need a Peony account or pay to read the PPM?
No. Investors are unlimited and free on every Peony plan and read the room in the browser with no Peony account; you pay per admin, not per investor. They confirm their email with a one-time code when you turn on email verification, accept your NDA, and the PPM opens. A 200-investor raise costs the same as a 20-investor raise.
Can accredited and non-accredited investors use one room without seeing each other's materials?
Yes. Give each investor class its own Peony group with its own NDA and folder permissions, and No access hides a folder, file names included, from any group that shouldn't see it (Data Room plan). Rule 506(b) allows up to 35 non-accredited purchasers in any 90-calendar-day period, each able to evaluate the investment alone or with a purchaser representative, and the issuer must give them disclosure documents that generally contain the same type of information as a Regulation A offering. A separate group carries that extra disclosure tier, while accredited prospects and existing investors see their own folders.
Does Peony work alongside our placement agent, fund administrator and subscription platform?
Yes. Peony is the controlled sharing layer for the offering documents that leave your systems, so your fund administrator, subscription platform and counsel's files stay the record. Your placement agent works as an admin in the issuer's workspace, investors read and sign in Peony, and room analytics export as CSV from Business. On Deal Team ($64 per admin per month billed yearly, minimum 4 admins), API access, enabled on request, pushes room analytics and signed agreements into your CRM.
What does Peony provide for counsel's or compliance's security review?
Peony publishes its security overview and compliance status in its docs, and Deal Team and Enterprise add a standard DPA with SCCs and security documentation on request. Documents are encrypted with AES-256 at rest and TLS 1.2 or higher in transit. Peony is SOC 2 Type II-ready and ISO 27001-ready, with both audits underway. Peony's incident-response policy commits to telling affected customers within 72 hours of confirming an incident that affects customer data. Peony has had no data breach since launch. Admins sign in with an emailed one-time code or Google, with no password fallback. Deal Team adds OAuth SSO and room archive download; Enterprise adds SAML SSO, BYOK, self-hosted or white-label deployment and EU-region hosting. The current status is on Compliance and certifications.
How does a Peony room compare with emailing the PPM?
An emailed PPM sends a file; a Peony room controls who can open it, records what each investor read and keeps one current version.
| Question | Emailing the PPM | Peony private placement room |
|---|---|---|
| Who can open the PPM | Anyone the email is forwarded to | Only investors you invite (Email access), with an allow list so a forwarded link won't open (Business+) |
| Proof of what each investor read | Your sent folder | NDA acceptance, timestamped opens and page-level time per investor; per-visitor audit trail (Data Room) |
| Version control | Whatever copy sits in each inbox | Upload new version keeps one current PPM at the same link, with every earlier version dated |
| Pulling access back | Not possible once sent | Switch off a group's link, remove one investor's email so their next visit is refused, or set an expiry date (from Business) |
| 506(c) verification documents | Scattered across inboxes | An upload folder per investor that only their group can see (Data Room) |
| Leak deterrence | None | Download prevention and desktop screenshot protection (Business+); dynamic watermarks with each viewer's email and IP (Data Room) |
| Cost | Free | From $30 (Business) or $52 (Data Room) per admin per month billed yearly; investors free |
Plan tags from Peony's plans and pricing docs, checked October 2026.
Who should see what in a private placement room?
Split the room by investor class: each class is a Peony group with its own NDA and folder permissions, so prospects, non-accredited purchasers, verifiers and counsel each see only their tier.
Accredited prospects
The PPM, subscription documents, financials and model, after the NDA (and, in a 506(c) raise, after verification).
Non-accredited sophisticated purchasers (506(b) only)
The same materials plus the disclosure package the SEC requires for non-accredited investors, which generally contains the same type of information as a Regulation A offering.
Existing investors in a follow-on round
Prior-round documents and the new supplement. Duplicate a data room copies the last offering's files and folders into a fresh room with clean groups, links and analytics.
506(c) verifier
View access to the investors' verification folders only, nothing else in the room.
Placement agent and counsel
Admins on the issuer's account, placed in a team restricted to the offering's rooms, or a group with Download access to the full room.
Per-group folder and file permissions, No access and Upload-level folders are on the Data Room plan.
What does a private placement data room cost on Peony?
On Peony, private placement rooms run on Data Room at $52 per admin per month billed yearly ($75 monthly), with unlimited rooms, documents and storage, and investors view free.
For an offering, prefer flat-rate. A raise is typically open for months, accessed by many investors, and often followed by a second round — every variable a per-page or per-deal VDR bills against. You pay per admin, not per investor and not per room: an issuer and its placement agent on Data Room pay $1,248 a year for both admins, however many investors read the PPM, compared with Datasite or Intralinks at $50,000–$80,000+ per deal at enterprise tier. Business ($30 per admin per month) covers NDA gating, e-signatures and analytics with 3 rooms per admin.
Business
100 GB storage, no per-file size limit
$30 /admin/mo billed yearly
$44 billed monthly
3 data rooms per admin, an NDA gate, viewer email verification, download prevention, desktop screenshot protection, drop-off reports and AI document Q&A.
Data Room
Peony's most popular plan
$52 /admin/mo billed yearly
$75 billed monthly
Unlimited rooms, documents and storage, a signed NDA with audit record, dynamic watermarks, granular folder and file permissions, Visitor Q&A, a custom domain, AI room generation and Index documents.
Deal Team
Minimum 4 admins
$64 /admin/mo billed yearly
$89 billed monthly
Everything in Data Room plus advanced redaction, Advanced Q&A routing, custom invite emails, new-file notifications, API access, OAuth SSO, room archive download, a standard DPA and priority support (minimum 4 admins).
Prices are per admin per month billed yearly; monthly billing costs more. Free ($0) covers 50 documents and 500 MB as tracked single-file links; data rooms start on Business. Compare every feature on the pricing page.
Frequently asked questions
What is Peony, and is it a good fit for private placement issuers and placement agents?
Yes. Peony is a virtual data room that issuers, sponsors and placement agents use to share the PPM with invited investors under NDA, collect 506(c) verification documents and see which investors read each page. Data Room, the most popular plan, is $52 per admin per month billed yearly ($75 monthly), with unlimited rooms and storage; inviting investors is free and unlimited.
Can I try Peony before I pay?
Yes. Peony's Data Room plan has a 7-day free trial you start yourself, with no credit card, and it never converts to paid on its own. Rooms, files, links, analytics and NDA settings carry over when you upgrade. AI features, such as AI document Q&A and AI room generation, switch on once you're on a paid plan.
What data rooms are used for Reg D private placement diligence?
Issuers, sponsors and placement agents use permissioned virtual data rooms such as Peony, which put the PPM behind an NDA, open only for invited investors and log what each investor read. Enterprise per-deal VDRs such as Datasite or Intralinks also host offerings, at $50,000–$80,000+ per deal at enterprise tier. A raise stays open for months and often has a follow-on round, so issuers, sponsors and placement agents usually want flat pricing and free investor access, which is how Peony is priced: Data Room is $52 per admin per month billed yearly with unlimited rooms, and investors view free with no account. The evaluation checklist is in our private placement data room guide.
We're running a Reg D 506(b) raise — can a data room actually help us avoid blowing the exemption with accidental general solicitation?
Yes: a permissioned Peony room keeps a 506(b) offering invitation-only, so the PPM reaches only investors you chose, and the access log shows who was invited and what each opened. It's the single most underrated reason to use a data room for an offering. Rule 506(b) bars general solicitation, and the SEC's guidance names one way to avoid it: limit the offering to investors with whom the company, its broker-dealer or its investment adviser has a pre-existing, substantive relationship. A forwardable link, a public download page or an "anyone with the link" share can be argued as general solicitation, so access scoping is compliance-load-bearing, not a convenience. In Peony, Email access opens the room only for the investors you list and blocks everyone else by default; an allow list and email verification (Business, $30/admin/month) stop a forwarded link from opening for anyone else; per-recipient personalised links tie each invitation to one investor; a click-to-accept NDA gates the PPM; and visitor groups wall investor types apart. The per-visitor audit trail (Data Room plan) is the record that access stayed scoped. Confirm the distribution plan with counsel; we walk through the mechanics in Reg D 506(b) vs 506(c): the data room implications.
What's actually different between a private placement data room and just emailing the PPM to investors?
A Peony room controls and records disclosure, while an emailed PPM only sends it: email gives you no proof of receipt, no version control and no way to pull the PPM back. The premise of a private placement is antifraud liability: Rule 10b-5 applies to private offerings, and an issuer is exposed if an investor can later claim they didn't receive the risk factors or saw a stale version. In the room every investor accepts an NDA, opens the current PPM at the same link, and leaves a per-investor, timestamped record of exactly which documents they opened, while the version menu dates every PPM version. That's the difference between "a PPM discloses" and "the data room proves." The full picture is in our private placement memorandum guide.
For a 506(c) offering, can Peony verify that my investors are accredited?
Peony runs the verification workflow securely, and the accreditation determination stays with you or your verifier: a third-party verification service, CPA, licensed attorney, registered broker-dealer or SEC-registered investment adviser. Rule 506(c) requires the issuer to take reasonable steps to verify that every purchaser is accredited; the SEC's 2013 adopting release says requiring only that a person check a box in a questionnaire or sign a form, absent other information, is not enough. The rule lists non-exclusive methods: reviewing IRS forms for the two most recent years, bank and brokerage statements and a credit report dated within the prior three months, or a written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney or CPA that it verified the investor within the prior three months. SEC staff's March 2025 no-action letter added a high-minimum-investment-plus-written-representation path. In Peony, gate the room behind an NDA, email verification and access questions before the PPM is visible; give each investor an upload folder only their group can see for tax forms, statements and letters; and keep the per-investor audit trail of what was collected and when (Data Room plan). Details in our Reg D guide.
How do I prove, later, that every investor actually received the PPM and the risk factors?
Through Peony's per-investor audit trail, which timestamps every NDA acceptance and document open and attributes it to a named investor (Data Room plan). If an investor later disputes what they received — or a regulator or counsel asks — you can show that this person accepted the NDA, opened the PPM and, from page-level analytics, how long they spent on the risk-factors pages. Upload new version keeps one current PPM at the same link, so an investor who opens it after an update sees the update, and the version menu dates every earlier version so each open can be matched to the version then live. Dynamic watermarks on the Data Room plan ($52/admin/month) stamp every page with the viewer's email and IP. Room analytics export as CSV, and a copy of a visitor's audit trail is available on request. The room becomes your contemporaneous evidence file: the antifraud-defensibility angle no generic file-share gives you.
Can I share my offering's financial model live instead of flattening it to a dead PDF?
Yes: Peony runs a model built as an HTML artifact live in the browser, with JavaScript executing, so investors can change the inputs, and opens Excel models with every sheet and your formatting. This is a real differentiator. Excel workbooks show calculated values, not formulas, under the dynamic watermark, so the model's logic stays private while investors read it, and a group on View gets no copy of the file. For a model investors should flex, publish it as a self-contained .html file (a Claude or ChatGPT artifact, or your own calculator): Peony runs it in the viewer behind your NDA gate, screenshot protection, permissions, analytics and instant revoke. Most data rooms convert HTML to a PDF before showing it, which turns a working model into a flat page and pushes teams back to emailing the real file, the leak the room was meant to prevent. Either way there is exactly one current version in the room, so no investor circulates a stale model from their inbox. For a watermarked copy of the live model on the record, upload a PDF export alongside it.
Should the placement agent run the data room, or should the issuer own it?
The issuer should own the Peony room and give the placement agent or counsel admin access, so the agent runs the raise day to day and the issuer keeps the room after the engagement ends. The broker-dealer or banker running the raise manages investor invites, Q&A and advancing prospects, but the room should sit on an account the issuer controls, not inside an agent's platform you lose when the engagement ends. Offerings change agents, and a follow-on round shouldn't mean rebuilding your indexed PPM room, subscription package and audit trail from scratch. A flat-rate room you own, with your agent added as an admin, gives you professional operation without vendor lock-in or a per-deal data-room bill; investors stay free. See pricing.
What is the best investor data room platform for placement agents?
For placement agents, Peony fits: one workspace with a room per issuer or fund, a group and NDA per investor class, page-level analytics on who read the PPM, and investors view free. Rooms are unlimited on Data Room ($52 per admin per month billed yearly), so ten live mandates cost the same as one, and a custom domain and your logo put the agent's brand on every room. Put each mandate's admins in a team restricted to that mandate's rooms. Deal Team ($64, minimum 4 admins) adds custom invite emails, Advanced Q&A routing and API access, enabled on request, that pushes room analytics into your CRM. Everyone you speak to on Peony support has M&A experience at elite boutiques or bulge-bracket banks, VC experience, or has raised $1M+ themselves.
How do investment banks manage NDAs across multiple bidders in a sale process?
Banks give every bidder its own NDA and open diligence in stages; in Peony each bidder gets its own group, NDA gate and link, with every signed NDA tracked in one Signatures view. The NDA gate is set per group, so strategics and sponsors can sign different agreements, or each bidder its own negotiated version, out of the same room. A click-to-accept Standard NDA (Business, $30/admin/month) records each bidder's email, name, timestamp and IP; an Advanced NDA (Data Room, $52/admin/month) has every person at a bidder e-sign with their own email, emails the signed PDF and its audit log to you and the signer, and shows each agreement as In progress or Signed across all your rooms. Bidders added mid-process get a new group with the NDA switched on, and bidders who already signed are not asked again. Stage access with per-group folder permissions (Data Room): View on the CIM and financials, No access on customer lists until a bidder signs an LOI, then open the next folders to the shortlist's groups only. Give each bidder its own Q&A question team (Data Room) so no bidder sees another's questions, cross-check the Signatures view against room analytics to spot bidders who signed but never read, and switch a dropped bidder's group off so its link stops working. Bidders view free on every plan, so a 50-bidder process costs no more than a 5-bidder one. See M&A data rooms and the investment banking data room playbook.
How much does a private placement data room cost, and is flat-rate better than per-page?
On Peony, a private placement room costs $52 per admin per month billed yearly on Data Room ($75 monthly), with unlimited rooms and storage and free investors; flat-rate beats per-page pricing for a raise. A raise is typically open for months, accessed by many investors, and often followed by a second round — every variable a per-page or per-deal VDR bills against. Data Room has no per-page metering and carries the controls an offering needs: dynamic watermarks, screenshot protection, granular per-file permissions and single-viewer instant revoke. If your needs are lighter — gate the PPM and track engagement without watermarking — Business at $30/admin/month covers NDA gating, e-signatures and analytics, with 3 rooms per admin. Compare that to Datasite or Intralinks at $50,000–$80,000+ per deal at enterprise tier. We break the math down in how to set up a private placement data room.
How do I set up a private placement data room in Peony?
Set up a Peony private placement room in five steps; the median Peony customer goes from sign-up to first uploaded document in 4 min 19 s (State of M&A Data Rooms, Q3 2026 edition). 1. Create one room per offering and let AI room generation draft the folders: PPM and supplements, subscription documents, financials and model, diligence, verification. 2. Upload the PPM and exhibits; Index documents numbers every file so investors and counsel can say "open 3.2". 3. Create a group per investor class with its own NDA, watermark and folder permissions; for a 506(b) raise, choose Email access and list each investor by name. 4. For a 506(c) raise, add access questions and give each investor an upload folder only their group can see. 5. Send each group's link, then track page-level reading and post supplements with Upload new version. AI room generation and Index documents are on the Data Room plan. AI features, such as AI document Q&A and AI room generation, switch on once you're on a paid plan. The full checklist is in how to set up a private placement data room.
Can investors sign subscription agreements in Peony?
Yes: Peony sends subscription agreements, investor questionnaires and side letters for e-signature, unlimited from Business, and stores each signed PDF with its timestamp, IP address and verification hash. Both you and the investor receive the signed PDF by email, and the copy sits in the Signatures view. Peony's signatures are designed to meet the US ESIGN Act and EU eIDAS requirements for standard electronic signatures; have counsel review the signing flow before you rely on it for a closing. Save the subscription agreement as a template so each investor's copy takes one send, and for a 506(c) investor on the high-minimum-investment path, the written representation can be e-signed the same way. See e-signatures.
What happens when the PPM changes after investors already have the link?
Use Peony's Upload new version: the PPM or supplement keeps its place and its link, investors who open it from then on see the update, and every earlier version stays dated in the version menu. You resend nothing, and the audit trail's timestamps show which investors have opened the PPM since the update, so you know whom to point to the supplement. Deleting and re-uploading would create a new file with a new link and reset its permissions, so use Upload new version for every live document: the PPM, the subscription agreement and the model. Whether a change needs a fresh acknowledgment from investors is a call for your securities counsel. See update files after sending.
Related guides for private placements
- What the room is for, and how to evaluate one: private placement data room guide.
- The PPM itself, section by section: private placement memorandum guide.
- How the exemption changes the room: Reg D 506(b) vs 506(c). The per-stage build: how to set up a private placement data room.
- SPVs and syndicates: SPV and co-investment data rooms. Real estate raises: real estate syndication data rooms.
- Related solutions: fundraising data rooms, private equity data rooms and investor relations. Plans and the trial: pricing.
Where do these rules and figures come from?
- SEC, Private placements – Rule 506(b): no general solicitation; no more than 35 non-accredited investors in any 90-calendar-day period, each sophisticated alone or with a purchaser representative; disclosure documents for non-accredited investors; Form D within 15 days after the first sale
- SEC, General solicitation: an offering limited to investors with whom the company, its broker-dealer or investment adviser has a pre-existing, substantive relationship
- 17 CFR 230.506(c): all purchasers accredited; the issuer shall take reasonable steps to verify, with non-exclusive methods (IRS forms for two years; statements within three months; written confirmation from a broker-dealer, SEC-registered adviser, attorney or CPA)
- SEC Release No. 33-9415 (July 2013), adopting Rule 506(c): an issuer has not taken reasonable steps to verify if it required only that a person check a box in a questionnaire or sign a form, absent other information indicating accredited investor status
- Peony, State of M&A Data Rooms (Q3 2026 edition): median 4 min 19 s from sign-up to first uploaded document
- Peony docs, Plans and Pricing
- Peony docs, Compliance and Certifications
Sources checked October 17, 2026. This page describes Peony's controls; whether an offering qualifies for an exemption is a question for your securities counsel.
Run the offering. Keep the proof
Gate the PPM, scope access to protect your exemption, intake 506(c) evidence securely, and keep a per-investor record of exactly what each investor saw — on flat-rate pricing built for a months-long, many-investor raise. Join the 8,000+ customers who run sensitive processes on Peony. No credit card required.
- Investors and their advisors never need a seat or an account.
- Unlimited rooms on Data Room: a follow-on round costs the same as the first.
- First upload in a median 4 min 19 s; the 7-day trial never auto-charges.
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Last updated: October 2026