Form C vs Form D: crowdfunding vs private
On Form C vs Form D, both are filings that put a capital raise on the record with the US Securities and Exchange Commission (SEC), but they mark opposite routes. A Form C is the offering statement for a public Regulation Crowdfunding raise; a Form D is a brief notice of a private placement under Regulation D. This guide compares Form C vs Form D across who can invest, the timing, and what each discloses. It is not investment advice.
Definition
Form C versus Form D
both mark a capital raise on EDGAR. Form C is the offering statement for a public Regulation Crowdfunding raise of up to $5 million, filed before the offer. Form D is a brief notice of a private Regulation D placement, filed within 15 days of the first sale. Source: SEC.
When is each used?
A company files Form C when it runs a Regulation Crowdfunding offering, a public raise open to ordinary investors, conducted online through a registered funding portal or broker-dealer. It files Form D after a Regulation D private placement, a raise generally limited to accredited investors. The dividing line is public versus private.
How do they differ?
The two look nothing alike in purpose once you line them up.
| What to check | Form C | Form D |
|---|---|---|
| Raise type | Public (Reg Crowdfunding) | Private (Reg D) |
| Who can invest | General public, with limits | Mainly accredited investors |
| Cap | Up to $5M in 12 months | No federal dollar cap |
| Timing | Before the offering | Within 15 days of first sale |
| Length | Full offering statement | Brief notice |
Public vs private
Form C runs a public crowdfunding raise; Form D notes a private placement
Source: SEC
Which one should you read?
Read whichever matches the raise you are looking at. For an online public crowdfunding offer, the Form C carries the full terms and financials. For a private placement, the Form D gives a dated record that the raise happened. A larger exempt public raise instead uses Form 1-A. To find any of them, 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
What is the difference between Form C and Form D?
Form C is the offering statement for a Regulation Crowdfunding raise, a public offering of up to $5 million run online through a registered intermediary. Form D is a brief notice a company files after a Regulation D private placement. One is a public raise; the other is a private one. Source: SEC.
Which raise is open to the general public?
Regulation Crowdfunding, filed on Form C, is open to the general public, including non-accredited investors, subject to per-investor limits. A Regulation D private placement, noted on Form D, is generally limited to accredited or a small number of other investors. Source: SEC.
Is Form C filed before or after the raise?
Form C is filed before the offering begins, as the offering statement investors read. Form D is filed after the raise starts, within 15 days of the first sale. The timing reflects that one is a public offer document and the other a private-placement notice. Source: SEC.
Are both filed on EDGAR?
Yes. Both Form C and Form D are filed on the SEC's EDGAR system and are free to read. A crowdfunding issuer also files a later annual report on Form C-AR. Source: SEC EDGAR.
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.