Private placements (Form D)

A company that sells securities without registering them, which is how nearly every startup round, private credit fund and hedge fund raises money, has to file a Form D with the SEC within 15 days of the first sale. The form names the issuer, its industry, the exemption used (506(b) or 506(c) for most companies, 3(c)(1) or 3(c)(7) for funds), the total offering size, how much has been sold so far, how many investors bought, and the minimum ticket.

This page reads each Form D from EDGAR as it is filed and splits the flow in two: operating companies, where a filing is usually a venture or growth round, and pooled investment funds, where it is a fund close or an ongoing capital raise. Amendments (Form D/A) update an earlier offering and are kept separately so a round is not counted twice.

The filing does not name the investors and the offering size is often left indefinite. What it does give, reliably, is the amount sold on the filing date and the date of first sale, which is enough to see who raised, how much, and when, days or weeks before the round is announced, if it ever is.