Tuesday, May 25. 2021
EDGAR Filing of Form C for Regulation Crowdfunding Offerings Exceeding $1,070,000
Beginning March 15, 2021, a company issuing securities conditioned on Regulation Crowdfunding is authorized under Rule 100(a)(1) to raise a maximum combined amount of $5 million in a 12-month period. Prior to the rule revisions, the limit was $1.07 million. As of the effective date of the modifications, the changes to the “Offering Information” section of the Cover Page of Form C to allow issuers to indicate an offering amount greater than $1.07 million had not yet been implemented on the eXtensible Markup Language-based (XML) fillable form available on EDGAR. Since May 10, 2021, modifications to the XML-based fillable form have gone into effect, making issuers able to, and required to, provide accurate offering amounts in the XML-based fillable form and in the offering document attached as an exhibit to the Form C. If an issuer that previously filled in the offering amount fields with $1,070,000 in the XML-based fillable form conditioned on prior staff guidance, it must update its Cover Page to add the actual offering amounts if it files an amendment to the Form C after May 10, 2021.
EDGAR Filing of Form C by Crowdfunding Issuers and Crowdfunding Vehicles Jointly Filing a Form C
Starting March 15, 2021, the use of certain special purpose vehicles (crowdfunding vehicles) is allowed in Regulation Crowdfunding. Investment Company Act Rule 3a-9 includes requirements for crowdfunding vehicles that are designed to guarantee that the vehicle functions only as a channel for investments in a crowdfunding issuer. When a crowdfunding vehicle is used, the crowdfunding issuer and the crowdfunding vehicle are co-issuers under the Securities Act. Both entities are required to comply with the requirements of Regulation Crowdfunding and other applicable securities laws.
Refer to the adopting release for more details on the use of crowdfunding vehicles.
Crowdfunding Vehicle Requirements Regarding Filing Form C
Pursuant to Regulation Crowdfunding Rule 203(a)(1), the crowdfunding issuer and crowdfunding vehicle are required to jointly file one Form C. Both must provide all the required Form C disclosure concerning both the offer and sale of the crowdfunding issuer’s securities to the crowdfunding vehicle and vehicle’s securities to investors. Rule 203(a)(1) requires the crowdfunding issuer to file two Forms C if the crowdfunding issuer is offering securities both through a crowdfunding vehicle and directly to investors. The issuer must file its own Form C covering the securities offered directly to investors and a second Form C jointly with the crowdfunding vehicle for the securities offered through such vehicle.
Crowdfunding Vehicle Filer Identification Number and EDGAR Access Codes Requirements
The jointly filed Form C will be filed under the crowdfunding issuer’s CIK. If the crowdfunding vehicle has a CIK based on another filing obligation, the crowdfunding vehicle should include the CIK as part of its co-issuer disclosure.
Crowdfunding Vehicle Information Required to be Provided in the XML-based section of the Form C
The following fields are included in the XML-based fillable section of Form C to provide identifying data for the crowdfunding vehicle:
- legal status
- jurisdiction of incorporation/organization
- date of organization
- physical address
The remaining fields in the XML-based fillable section of the form should be completed only with data pertaining to the crowdfunding issuer and its securities. The information needed to complete Form C regarding the crowdfunding vehicle and its securities should be provided in an exhibit to the Form C. Consistent with the information required for the crowdfunding issuer and its securities, this information may be added in the optional Q&A format included in Form C or in any other format included on the intermediary’s platform. This would include copies of screen shots of the relevant information, as appropriate and necessary. Additional details about both the crowdfunding issuer and the crowdfunding vehicle may be included in the same exhibit to the Form C.
Providing Signatures for Form C
The crowdfunding vehicle and its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer, and at least a majority of the board of directors or persons performing similar functions are required to sign the Form C. The crowdfunding vehicle, as co-issuer, should provide the signatures required by Form C in a document filed as an exhibit to the Form C. The signatures should comply with the signature requirements of Rule 302 of Regulation S-T.