What is Form C? SEC crowdfunding offering
What is Form C? Form C is the offering statement a company files with the US Securities and Exchange Commission (SEC) to raise money under Regulation Crowdfunding, the exemption that lets a company raise small amounts from many investors online. The company files Form C on SEC EDGAR before the raise, and the offering must run through an SEC-registered funding portal or broker-dealer. It is how an online crowdfunding raise leaves a public, dated record. It is not investment advice.
India uses the same letter for something unrelated: the insider trading continual disclosure under SEBI's PIT Regulations. For that, see Form C under SEBI insider trading rules.
Definition
Form C
is the SEC offering statement for a Regulation Crowdfunding raise. A company can raise up to $5 million in a 12-month period, conducted online through a single SEC-registered funding portal or broker-dealer. The form is filed on EDGAR before the offering. Source: SEC.
Who files a Form C?
A company, usually an early-stage or small business, that wants to raise from a broad pool of ordinary investors rather than a few accredited ones. Because Regulation Crowdfunding is a public exemption, the Form C sits on EDGAR for anyone to read. That is a contrast with a private placement, which leaves only a brief Form D.
How much can a company raise, and where?
The cap is $5 million in a 12-month period, a ceiling that took effect on 15 March 2021, up from the earlier $1.07 million. The raise has to happen online, through a single SEC-registered intermediary, either a funding portal or a broker-dealer. A company cannot run the offering on its own outside that intermediary.
$5 million
Maximum a company can raise in 12 months under Regulation Crowdfunding, effective 15 Mar 2021
Source: SEC, Regulation Crowdfunding
What does a Form C disclose, and after?
The Form C carries the company's basics: what it does, the offering terms, the target and maximum amounts, the price or the method to set it, and financial statements scaled to the raise size. After a completed raise, the issuer files an annual report on Form C-AR within 120 days of its fiscal year-end, on EDGAR and on its own website. That ongoing report does not require an audit or a review.
Where Form C fits
Form C is the crowdfunding path within the family of US capital-raising routes. A private placement leaves a Form D; a larger exempt public raise uses Form 1-A under Regulation A; a full public offering runs through an S-1. To find any of these, see how to search SEC EDGAR.
Flock reads disclosure filings and keeps each one dated and linked to its source. What any of it means for your money is your call to make.
Frequently asked questions
Who files a Form C?
A company raising money under Regulation Crowdfunding, the SEC exemption that lets a company raise small amounts from many investors online. The company files Form C on EDGAR before the raise, and the offering runs through an SEC-registered funding portal or broker-dealer. Source: SEC.
How much can a company raise under Regulation Crowdfunding?
Up to $5 million in a 12-month period. That ceiling took effect on 15 March 2021, raised from the earlier $1.07 million limit. The raise must be conducted online through a single SEC-registered intermediary. Source: SEC.
Where does a crowdfunding raise have to happen?
Online, through one SEC-registered intermediary, either a funding portal or a broker-dealer. A company cannot run a Regulation Crowdfunding offering on its own website outside that intermediary. Source: SEC.
Does a crowdfunding issuer report after the raise?
Yes. An issuer that sold securities under Regulation Crowdfunding files an annual report on Form C-AR no later than 120 days after its fiscal year-end, on EDGAR and on its own website. Neither an audit nor a review of the financials is required for that report. Source: SEC.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.