What Is SEC Form C?
Form C is the SEC disclosure filing companies use to raise money via Regulation Crowdfunding (Reg CF). If you invest on StartEngine, Wefunder, Republic, or similar portals, this is the document that tells you the terms, risks, and financial picture behind the campaign.
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Form C, explained in one sentence
If you only remember one thing: Form C is the regulated disclosure document behind a Reg CF campaign.
TL;DR
Form C is the filing a company must provide to the SEC, investors, and the portal to raise money under Reg CF. It includes offering terms (often SAFEs), risk factors, use of proceeds, company info, and required financial information.
Why it matters (investor reality)
Most investors read the campaign page first. The campaign page can be persuasive. Form C is where the “real terms” live—including instrument type, rights, dilution risk, and what happens if the company raises again later.
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What’s inside a Form C (the sections investors should actually read)
You don’t need to read everything. You need to read the parts that move your outcome.
Offering terms
Security type (SAFE vs equity), valuation cap/discount, target/max, price mechanics, and what triggers changes.
Use of proceeds
Where money actually goes. Watch for heavy “general corporate purposes” without detail.
Risk factors
The honest downside list. Look for dilution, runway, dependency on key people, and regulatory issues.
Capitalization & dilution
What exists today (debt, SAFEs, options) and how future raises can dilute you.
Financials
Revenue, burn, liabilities, and whether statements are certified/reviewed/audited depending on the issuer’s situation.
Related-party items
Payments to insiders, conflicts, unusual fees, or arrangements that change incentives.
The #1 misunderstanding: SAFE ≠ shares
Many Reg CF deals are SAFEs. A SAFE is a contract for future equity—often without a final share count today. That means your real ownership may only be determined later (e.g., at a priced equity round). Learn more on SAFEs in crowdfunding.
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How to find a Form C (fast)
Two ways: from the campaign page, or directly on EDGAR.
Tip: once you’re on EDGAR, search within results for “Form C”, “C/A”, “C-U”, and “C-AR”.
Fast method (practical)
On most portals, the Form C is linked in a “Documents” or “Offering Materials” section. If you can’t find it, that’s your cue to slow down and search EDGAR directly.
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How to read Form C like an investor
A simple workflow that catches the issues most people miss.
Step 1: Identify the instrument
Is it priced equity, a SAFE, or debt? If SAFE: note valuation cap, discount, and whether it’s post-money.
Step 2: Map your downside
Read risk factors with one question: “What has to go right for me to win?” and “What can permanently impair this?”
Step 3: Check proceeds + runway logic
If proceeds are vague, assume execution risk is higher. If burn is high, future dilution is more likely.
Step 4: Scan capitalization + prior rounds
Look for existing SAFEs/notes/options. Heavy overhang can mean your SAFE converts into a smaller slice than you expect.
Step 5: Look for amendments and updates
Search for Form C/A (changes), Form C-U (progress/final totals), and later Form C-AR (annual reporting).
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Form C red flags (investor checklist)
Not automatic deal-breakers—just things that deserve a slower, more skeptical read.
- The instrument is a SAFE, but the page implies you’re “buying shares” (language mismatch).
- High valuation cap without clear traction, or cap increases via amendments during the raise.
- Use of proceeds is mostly “general corporate purposes” with little breakdown.
- Heavy insider compensation, related-party deals, or unusual fees.
- Financials show high burn with short runway, and the plan assumes “one raise fixes everything.”
- Material changes filed via Form C/A that meaningfully change terms (and you’d have invested anyway without noticing).
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Form C/A vs Form C-U vs Form C-AR (what each means)
These are the follow-on filings that change what investors should believe.
Form C/A (Amendment)
Used when information changes during an offering—especially material changes. Investors may need to reconfirm commitments if the change is material.
Form C-U (Progress Update)
Reports progress toward the target raise and typically a final total sold. Helpful for separating hype from actual demand.
Form C-AR (Annual Report)
The post-offering annual report. It’s a key signal for whether the company continues updating investors after the raise.
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How Owntric helps investors with Form C filings
Education is step one. Tracking is the part most investors lose.
The real problem: Form C is not “one document”
In practice, you’re tracking a timeline: Form C → (maybe) Form C/A updates → Form C-U totals → ongoing Form C-AR reports. If you invest via SAFE, you’re also tracking what happens in future priced equity rounds.
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Form C FAQs
Quick answers investors search for right before they click invest.
What is SEC Form C?
Form C is the SEC disclosure filing companies use to raise under Regulation Crowdfunding (Reg CF). It’s the core document that explains the business, the offering terms, risks, and financial information for investors.
Is Form C the same as a pitch deck?
No. A pitch deck is marketing. Form C is a legal disclosure filing with required sections (business, risks, terms, financials, and more).
When is Form C filed?
Before the Reg CF offering begins. If something material changes during the raise, the company can file an amended Form C/A.
What is Form C/A?
Form C/A is an amendment to the original Form C. It’s used to disclose material changes, additions, or updates during an offering.
What is Form C-U?
Form C-U is a progress update. It reports the issuer’s progress toward its target offering amount and typically includes a final update showing total sold.
What is Form C-AR?
Form C-AR is the annual report Reg CF issuers file after an offering, typically within 120 days after fiscal year-end, and it’s also posted on the issuer’s website.
Why do investors care about Form C/A and Form C-U?
Because they tell you what changed (C/A) and how the raise actually went (C-U). They can materially affect valuation, instrument terms, and your decision to invest.
Where can I find a company’s Form C?
On the SEC’s EDGAR system and usually linked directly on the offering page on StartEngine, Wefunder, Republic, or the issuer’s campaign page.
Does Form C always show my share count?
Not always. Many Reg CF offerings use SAFEs (Simple Agreements for Future Equity), which often don’t give you a final share count on day one.
How does Owntric help with Form C filings?
Owntric is built around filings. It helps investors track offerings, monitor new/amended filings, and—if you invest via a SAFE—track that contract and watch for future priced equity rounds.
Educational content only; not legal, tax, or investment advice. Always read the current offering documents and consider professional advice for your situation.
Equity crowdfunding guide • SAFEs in crowdfunding • Valuation & ownership math
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