Form C-U Filings

What Is SEC Form C-U?

SEC Form C-U is a progress update filed under Regulation Crowdfunding. It is used to report when an issuer reaches 50% and 100% of its target offering amount, and in some cases to report the final amount sold after the offering deadline.

These filings are part of the broader SEC crowdfunding offerings framework that investors and regulators monitor to track fundraising progress, offering activity, and compliance under Regulation Crowdfunding.

This form is typically filed during a crowdfunding offering conducted in reliance on Securities Act Section 4(a)(6) and Regulation Crowdfunding. It is event-driven and is required when the applicable fundraising thresholds or final reporting trigger are met. Form C-U supports transparency by notifying investors and the SEC about offering progress.

Key elements typically found in SEC Form C-U include:

• Name of the issuer and identifying information
• Name of the intermediary conducting the offering
• The target offering amount and progress toward that amount
• Whether the issuer has reached the 50% or 100% funding threshold
• Final amount of securities sold, if a final progress update is required
• Offering deadline and oversubscription-related details, if applicable

Form C-U is one part of the broader Regulation Crowdfunding reporting lifecycle. Form C-AR is used for annual reporting by issuers that remain subject to Regulation Crowdfunding reporting obligations after completing an offering.

SEC Form C-U Filing Deadlines

SEC Form C-U has specific timing requirements that issuers must follow during a Regulation Crowdfunding offering. These deadlines help ensure that investors receive timely updates as fundraising milestones are reached.

Investors and researchers following these milestone filings can use the SEC Filing Data platform to review Form C-U submissions alongside other issuer filings and related crowdfunding disclosure activity.

Key Things to Know About Form C-U Filing Rules

• Threshold-Based Filing Requirement: Form C-U is triggered by fundraising milestones rather than by a fixed calendar reporting cycle.
• Final Update May Still Be Required: If the issuer accepts proceeds above the target offering amount, a final Form C-U must be filed after the offering deadline.
• Intermediary Updates Can Affect Interim Filings: If the intermediary publicly provides frequent progress updates on its platform, some interim Form C-U updates may not be required, but the final Form C-U is still required.
• Form C-U Is Part of Form C Reporting: Form C-U is one of the filing types included within Form C for Regulation Crowdfunding offerings, along with the offering statement, annual report, and termination filing.
• Used During Active Crowdfunding Offerings: Form C-U is used while an offering is in progress or at closing to report fundraising progress and the total amount sold, as applicable.

When an issuer becomes eligible to terminate its ongoing Regulation Crowdfunding reporting obligations, it files SEC Form C-TR to document the end of those requirements officially.