The U.S. Securities and Exchange Commission (SEC) provides guidance and instructions for preparing Form C for Regulation Crowdfunding (Reg CF) offerings. Form C is the disclosure document that must be filed with the SEC and provided to potential investors in a Reg CF crowdfunding campaign.
The SEC's official website is the primary source for the most up-to-date information and guidance on preparing Form C and complying with Reg CF requirements. The guidance typically includes information on the following aspects:
1. Form C Content: The SEC provides detailed instructions on what information needs to be included in Form C. This includes information about the company, its management, its financial condition, the terms of the offering, and other relevant details.
2. Financial Statements: The guidance outlines the financial statement requirements for the offering. Depending on the amount being raised, companies might need to provide financial statements reviewed or audited by an independent accountant.
3. Risk Factors: Companies are required to disclose the risks associated with their business and the investment. The SEC guidance may provide recommendations on how to identify and present these risks.
4. Business Description: Form C should include a description of the company's business operations, products, services, and any other relevant information to help potential investors understand the nature of the business.
5. Use of Proceeds: The company needs to explain how it intends to use the funds raised through the crowdfunding campaign.
6. Target Offering Amount and Deadline: Information about the minimum and maximum amount the company is looking to raise, as well as the deadline for the campaign.
7. Compensation to Intermediaries: If the company is using a crowdfunding platform or intermediary to facilitate the offering, it should disclose the compensation arrangements.
8. Information about Directors and Officers: Details about the company's directors, officers, and owners, including their backgrounds and involvement in other businesses.
9. Ownership and Capital Structure: Information about the company's ownership structure, including the types of securities being offered and the rights associated with them.
10. Ongoing Reporting: Companies are required to provide updates to investors and the SEC after the offering is completed. The guidance may provide information on these ongoing reporting obligations.
It's important to note that the SEC's guidance may evolve over time, and it's essential to refer to the latest resources available on the SEC's official website or consult legal and financial professionals who specialize in securities regulations for the most current and accurate information.
The SEC also provides an optional Q&A template for companies to use when writing their Form C - see: https://www.sec.gov/files/formc.pdf but it may not cover all the risk factors that are important to disclose -- so as the BOT says, it's important to find specialized legal or financial professionals to assist in the process.