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Form D: who is raising private capital

Every SEC Form D since 2008, parsed so an AI assistant can answer questions like “who in California raised money this year?”, “which venture funds closed?” or “which placement agents sell in Texas?” 781,053 filings as of 13 October 2026; new filings appear within minutes of the SEC accepting them. Free to use through the beatandraise.com MCP server.

What is Form D?

When a company or fund sells securities without registering them with the SEC, it usually relies on an exemption: Regulation D (Rule 504 or Rule 506), Securities Act Section 4(a)(5), or, for a private fund, the Investment Company Act Section 3(c) exclusions. Form D is the notice of that exempt offering. It is due within 15 days of the first sale, and it is public on EDGAR the same day.

The form is short. It says who the issuer is and where it is based, which industry group it chose, which exemption it claims, what kind of security it sells, how much it intends to raise, how much it has sold so far, how many investors have bought, who is paid to sell the offering and in which states, and what the sales commissions and finders' fees are. An amendment, Form D/A, restates the whole form with the running totals; one is required at least yearly while the offering continues.

Who files Form D?

Start-ups raising venture rounds (Databricks, SpaceX and X.AI all do), venture capital, private equity and hedge funds raising from limited partners, real estate syndications, insurance companies (New York Life Insurance & Annuity Corp is a filer), and small businesses raising from a handful of investors. In 2026 so far, 32,133 new notices have been filed, reporting $603.9 billion sold as filed; 7,597 of them are venture capital funds.

What does Form D not tell you?

  • No valuation, no price per share, no terms. $5 billion sold says nothing about what the company is worth.
  • No investor names. The form counts investors; it does not name them. It says where the issuer is and where its paid agents solicit, never where investors live.
  • Amounts are as filed. Nobody audits them, and the filer chooses the industry group.
  • For a pooled investment fund, “total sold” is cumulative subscriptions since the offering began, money in and out, not capital raised. One cash fund reports $591 billion. Read the category breakdown before adding funds and companies together.
  • Some issuers file late, and some never file. A Form D is a notice, not a registration, and not every private raise needs one.

How to use the data

Connect your AI assistant to the beatandraise.com MCP server (one click in Claude or ChatGPT; a URL in Claude Code, Codex, Cursor and other MCP clients) and ask in plain English. Two tools answer Form D questions:

search_private_offerings
Search filings by issuer name, CIK, industry group, fund type, revenue or net asset value range, exemption, security type, issuer state, state of solicitation, placement agent (name or CRD), related person, filing date range and amount sold or offered. Every response carries totals over the whole match and a breakdown by SEC industry group and fund type. By default each offering counts once, at its latest filing; amendments="new" returns original notices only, "all" every filing.
get_private_offering
One filing in full: the issuer's address and previous names, co-issuers, related persons (executive officers, directors, promoters), sales compensation recipients with CRD numbers and states of solicitation, the filer's notes, signatures, and the offering history, every filing of the same offering from the original notice through each amendment.

Filters use the SEC's own values exactly as filed (industry groups such as Other Technology or Pooled Investment Fund, fund types such as Venture Capital Fund). A value that is not on the SEC's list is refused with the list of valid ones. Every result links to the filing on sec.gov.

Examples

Each example is the question as a person would ask it, the tool call the assistant makes, and the answer from the data as of 13 October 2026 (filings through 9 October 2026). Amounts are as filed and rounded.

“Who in California raised money for the first time this year?”

search_private_offerings(state="CA", amendments="new", from_date="2026-01-01")

4,106 new Form D notices were filed by issuers with a California address between 1 January and 9 October 2026 2026. Together they report $102.6 billion sold as filed; the offerings with a stated amount plan $151.5 billion in total, and 1,502 have no fixed amount (filed as Indefinite). The response breaks the total down by SEC's own industry group and fund type:

Industry group / fund typeFilingsAmount sold
Other Technology541$39.3B
Pooled Investment Fund / Venture Capital Fund911$21.7B
Pooled Investment Fund / Private Equity Fund618$12.9B
Pooled Investment Fund / Other Investment Fund541$9.0B
Other419$3.8B
Insurance23$3.3B
Pooled Investment Fund / Hedge Fund123$2.7B
Biotechnology107$1.9B

Adding sort="sold" puts the largest first: X.AI Holdings Corp. ($16.6 billion sold of a $20.0 billion offering, 131 investors, Rule 506(b), filed 6 January), Founders Fund Growth IV ($6.02 billion), Databricks ($5.0 billion, Rule 506(c), filed 27 August), Kleiner Perkins Select Fund IV ($1.92 billion), YCP26 ($1.71 billion), Seidler Equity Partners IX ($1.60 billion) and Baseten Labs ($1.10 billion of $1.5 billion).

“Which venture capital funds raised money this year, and how much?”

search_private_offerings(fund_type="Venture Capital Fund", amendments="new", from_date="2026-01-01", sort="sold")

7,597 new venture capital fund notices in 2026 so far, $46.5 billion sold against $121.4 billion planned (1,314 of them Indefinite). The largest by amount sold:

FundCityFiledSoldOfferingInvestors
Founders Fund Growth IV, LPSan Francisco, CA2026-03-23$6.02B$6.02B370
Kleiner Perkins Select Fund IV, LLCMenlo Park, CA2026-04-07$1.92B$1.92B153
YCP26, L.P.Mountain View, CA2026-04-27$1.71BIndefinite87
Altimeter Premier Growth Expansion Fund, L.P.Boston, MA2026-06-23$1.50B$1.50B171
Kleiner Perkins XXII, LLCMenlo Park, CA2026-04-07$995.0M$995.0M145
YCA26, L.P.Mountain View, CA2026-04-27$727.8MIndefinite87
Eclipse Fund VI, L.P.Palo Alto, CA2026-03-31$720.0M$720.0M127
HOF Capital Strategic Opportunities Fund II, L.P.New York, NY2026-08-31$708.5M$1.50B39

Every one of these claims Rule 506(b) together with Investment Company Act Section 3(c)(7), and Founders Fund Growth IV also 3(c)(1). The same call with fund_type="Private Equity Fund" or "Hedge Fund" answers the question for those.

“How has Databricks raised money over the years?”

search_private_offerings(cik="1587468", amendments="all")

Databricks (CIK 1587468) has filed 20 Form D notices since 2013, from a $15 million offering filed from Berkeley to a $5 billion round in August 2026. Each row is one filing; 13 of the 20 are shown. Amounts, investor counts and exemptions are as filed. Form D gives no valuation and no price per share.

FiledFormSoldOfferingInvestorsExemption
2013-09-25D$13.9M$15.0M9506(b)
2017-08-22D$140.0M$140.0M16506(b)
2019-02-07D$250.0M$250.0M16506(b)
2019-11-05D$400.0M$400.0M46506(b)
2021-02-02D$1.00B$1.00B155506(b)
2021-09-15D$1.60B$1.60B168506(b)
2023-09-29D$673.8M$673.8M81506(b)
2023-11-13D/A$684.6M$1.00B91506(c)
2025-01-02D$8.59B$10.00B175506(b)
2025-01-02D$1.57B$1.57B88506(b)
2025-09-23D$955.0M$1.07B124506(c)
2025-12-31D$4.08B$5.00B153506(c)
2026-08-27D$5.00B$5.00B136506(c)

The filings mix Rule 506(b) and, since 2023, Rule 506(c), which permits general solicitation if every investor is verified as accredited. Counting each offering once, at its latest filing, Databricks reports $25.9 billion sold across 17 offerings. SpaceX (CIK 1181412) answers the same way: 21 filings from 2009 to 2022, 15 offerings, $9.0 billion sold, all from Hawthorne, California, under the same CIK as its later filings.

“How did one offering fill up over time?”

get_private_offering(accession_number="0002135424-26-000010")

A Form D/A restates the whole form with the running total sold, so the amendment chain of one offering is a time series. Blue Owl Real Estate Exchange VI DST, a real estate offering (industry group Other Real Estate, Rule 506(b), minimum investment $250,000), filed its notice on 4 June 2026 and has amended it about every two weeks since. The detail call returns every filing of the offering as offering_history:

FiledFormTotal soldInvestors
2026-06-04D$4.8M4
2026-06-17D/A$14.4M10
2026-07-01D/A$16.8M15
2026-07-14D/A$37.9M30
2026-07-30D/A$42.1M40
2026-08-14D/A$93.8M80
2026-08-28D/A$119.5M116
2026-09-11D/A$158.2M155
2026-09-25D/A$216.1M187
2026-10-09D/A$264.7M219

The same call lists the 15 sales compensation recipients with their CRD numbers and the states each one solicits in: RBC Capital Markets (CRD 31194), Raymond James Financial Services (6694), Morgan Stanley (149777), Merrill Lynch (7691), and registered representatives of Realized Financial, MML Investor Services, Sanctuary Securities, DFPG Investments, Aurora Securities and Kestra Investment Services. Estimated sales commissions: $20.6 million. Because amendments restate the total, a search returns each offering once, at its latest filing, unless you ask for amendments="all".

“Which private offerings are being sold in Texas by paid placement agents?”

search_private_offerings(solicited_in="TX", amendments="new", from_date="2026-01-01")

3,554 new offerings in 2026 name a paid recipient who solicits in Texas. Form D says where the issuer is and where its paid salespeople solicit, never where the investors live, and an offering with no paid agent never matches this filter. By category:

Industry group / fund typeFilingsAmount sold
Pooled Investment Fund / Other Investment Fund650$45.9B
Pooled Investment Fund / Private Equity Fund1,191$28.5B
Pooled Investment Fund / Hedge Fund390$24.4B
Insurance11$8.1B
Other Banking and Financial Services109$5.3B
Investing168$3.0B
Pooled Investment Fund / Venture Capital Fund89$3.0B
Other Technology75$1.7B

To follow one agent instead, filter by name or FINRA CRD number: search_private_offerings(recipient="7691", amendments="new", from_date="2026-01-01", sort="sold") finds the 49 new offerings of 2026 that name Merrill Lynch (CRD 7691) as a sales compensation recipient: 26 hedge funds, 18 private equity funds, 4 other investment funds and one Other Energy issuer. The largest are Exchange Place: All Cap III LP ($1.43 billion, 336 investors), Belmere Capital Fund LLC ($1.26 billion, 482 investors) and Balbec IGCF VII, L.P. ($930.4 million).

“Which California companies, not funds, raised $10 million or less this year?”

search_private_offerings(state="CA", exclude_industry="Pooled Investment Fund", min_sold=1, max_sold=10000000, amendments="new", from_date="2026-01-01")

1,248 new notices from California issuers outside the Pooled Investment Fund group report between $1 and $10 million sold, $2.65 billion in total. min_sold=1 leaves out the notices filed before any sale. By industry group:

Industry groupFilingsAmount sold
Other Technology344$793.9M
Other296$525.5M
Biotechnology66$213.2M
Commercial70$195.1M
Residential58$181.9M
Other Real Estate51$127.7M
Other Health Care55$114.9M
Investing38$88.1M

At the top of the range: Navigator Medicines (Biotechnology, $10.0 million sold of a $40.0 million offering, 3 investors), Virtualitics (Other Technology, $10.0 million of $15.0 million), Apollomics (Biotechnology, $10.0 million of $10.0 million, 8 investors), Amlogenyx (Biotechnology, $10.0 million of $20.0 million) and Senti Biosciences Holdings (Biotechnology, $10.0 million of $40.0 million). About 82% of filers choose Decline to Disclose for revenue, so amount bounds find small raises more reliably than the revenue range does.

Fields we capture

Every field of SEC's Form D XML schema is stored as filed, one row per filing for the offering and one row each for co-issuers, related persons and sales compensation recipients. The only things left out are the filer's private EDGAR contact data and access codes, which the SEC already strips from the public copy, and placeholders (an “Indefinite” amount becomes a flag; a CRD number of all zeros becomes empty). The item numbers are the SEC form's own.

Issuer (Items 1 and 2)

The primary issuer. A filing can list up to 99 co-issuers, stored with the same fields, plus a flag when there are more than 100.

CIK
The issuer's SEC Central Index Key, the identifier shared with every other filing of the same company or fund.
Entity name
The issuer's name as filed.
Previous names
Names the issuer used in the last five years, as the filer listed them, and the names in EDGAR's own record.
Entity type
One of Corporation, Limited Partnership, Limited Liability Company, General Partnership, Business Trust or Other, with a description when Other.
Jurisdiction of incorporation or organization
The state or country the entity was formed in (Delaware, Cayman Islands and so on).
Year of incorporation
Whether the entity was formed within the last five years, more than five years ago, or is yet to be formed; the year itself when within five years.
Address
Street, city, state or country and ZIP of the principal place of business.
Phone
The issuer's telephone number as filed.
Co-issuers
Each additional issuer with its CIK, name, entity type, jurisdiction, year of incorporation, address and phone.

Related persons (Item 3)

Executive officers, directors and promoters of the issuer; up to 100 named, plus a flag when there are more.

Name
First, middle and last name as filed. An entity (a general partner, a manager) is filed as a last name.
Address
Street, city, state or country and ZIP given for the person.
Relationships
Up to three of Executive Officer, Director and Promoter.
Relationship clarification
Free text the filer added, for example the person's title or the entity they act through.

Industry and issuer size (Items 4 and 5)

Industry group
One of SEC's 35 industry groups, chosen by the filer (list below).
Investment fund type
For a Pooled Investment Fund: Hedge Fund, Private Equity Fund, Venture Capital Fund or Other Investment Fund.
Registered under the Investment Company Act
Whether the fund is registered under the Investment Company Act of 1940 (is40Act).
Revenue range
The issuer's revenue, for operating companies: No Revenues, $1 - $1,000,000, $1,000,001 - $5,000,000, $5,000,001 - $25,000,000, $25,000,001 - $100,000,000, Over $100,000,000, Decline to Disclose or Not Applicable.
Aggregate net asset value range
For funds: No Aggregate Net Asset Value, $1 - $5,000,000, $5,000,001 - $25,000,000, $25,000,001 - $50,000,000, $50,000,001 - $100,000,000, Over $100,000,000, Decline to Disclose or Not Applicable.

Offering (Items 6 to 11)

Federal exemptions and exclusions claimed
The rules the offering relies on, as codes (Rule 506(b), 506(c), 504, Section 4(a)(5), Investment Company Act 3(c)(1), 3(c)(7) and so on; list below). Up to 21 per filing.
Type of filing
A new notice (Form D) or an amendment (Form D/A), and for an amendment the accession number of the filing it amends.
Date of first sale
The date of the first sale in the offering, or a flag that it has yet to occur.
Duration of offering
Whether the offering is intended to last more than one year.
Types of securities offered
Any of Equity; Debt; Option, Warrant or Other Right to Acquire Another Security; Security to be Acquired Upon Exercise of Option, Warrant or Other Right; Pooled Investment Fund Interests; Tenant-in-Common Securities; Mineral Property Securities; Other, with a description.
Business combination transaction
Whether the offering is made in connection with a merger or acquisition, with the filer's clarification.
Minimum investment accepted
The smallest investment the issuer accepts from an outside investor, in US dollars.

Sales compensation (Item 12)

Everyone paid, directly or indirectly, for soliciting investors: placement agents, broker-dealers and their registered representatives. Up to 100 named, plus a flag when there are more.

Recipient name
The person or firm receiving sales compensation.
Recipient CRD number
The recipient's FINRA Central Registration Depository number, which links to BrokerCheck and Form ADV.
Associated broker-dealer and its CRD number
The broker-dealer the recipient is associated with, when the recipient is an individual representative.
Recipient address
Street, city, state or country and ZIP of the recipient.
States of solicitation
The US states and territories (52 codes) in which the recipient has solicited or intends to solicit investors, or "All States".
Foreign solicitation
Whether the recipient solicits outside the United States.

Amounts and investors (Items 13 to 16)

Total offering amount
The total the issuer intends to raise in the offering, in US dollars, or Indefinite.
Total amount sold
What has been sold so far, cumulative since the offering began. In an amendment this is the running total.
Total remaining to be sold
The offering amount less the amount sold, or Indefinite.
Clarification of amounts
Free text the filer added about the amounts.
Non-accredited investors
Whether any securities were sold to investors who are not accredited, and how many.
Total number of investors
How many investors have already invested in the offering.
Sales commissions
Commissions paid or to be paid for the offering, in US dollars, and whether the figure is an estimate.
Finders' fees
Finders' fees paid or to be paid, and whether the figure is an estimate.
Clarification of fees
Free text the filer added about commissions and fees.
Use of proceeds: payments to related persons
The amount of gross proceeds paid or to be paid to the executive officers, directors and promoters named in Item 3, and whether it is an estimate.
Clarification of use of proceeds
Free text the filer added about those payments.

Signatures

Authorized representative
Whether the signer is signing as an authorized representative of the issuer.
Signature block
For each issuer: issuer name, the signature, name of signer, title and date of signing.

Filing

Accession number
The SEC's identifier of the filing, which also identifies the XML document on sec.gov.
Form
D for a new notice, D/A for an amendment.
Filing date
The date EDGAR accepted the filing.
Schema version
The version of SEC's Form D XML schema the filing uses (X0101 in the earliest filings to X0708 today).
Amends
For a D/A, the accession number of the previous filing, which is how the amendment history of an offering is followed.

SEC industry groups (Item 4)

35 values, chosen by the filer. We use them exactly as filed and add no categories of our own.

Agriculture
Agriculture
Banking and Financial Services
Commercial Banking, Insurance, Investing, Investment Banking, Pooled Investment Fund, Other Banking and Financial Services
Business Services
Business Services
Energy
Coal Mining, Electric Utilities, Energy Conservation, Environmental Services, Oil and Gas, Other Energy
Health Care
Biotechnology, Health Insurance, Hospitals and Physicians, Pharmaceuticals, Other Health Care
Manufacturing
Manufacturing
Real Estate
Commercial, Construction, REITS and Finance, Residential, Other Real Estate
Retailing
Retailing
Restaurants
Restaurants
Technology
Computers, Telecommunications, Other Technology
Travel
Airlines and Airports, Lodging and Conventions, Tourism and Travel Services, Other Travel
Other
Other

A Pooled Investment Fund also states its fund type: Hedge Fund, Private Equity Fund, Venture Capital Fund, Other Investment Fund.

Exemption codes (Item 6)

Stored as the codes SEC's schema uses; the search accepts the rule names (“506(b)”, “3(c)(7)”).

CodeMeaning
06bRule 506(b): no general solicitation; up to 35 non-accredited investors
06cRule 506(c): general solicitation allowed; every investor verified as accredited
04, 04.1, 04.2, 04.3Rule 504(b)(1) and its sub-paragraphs (i), (ii), (iii)
4a5Securities Act Section 4(a)(5)
3CInvestment Company Act Section 3(c): the issuer is a private fund, not a registered investment company
3C.1 … 3C.14Which 3(c) exclusion: 3(c)(1) (no more than 100 beneficial owners), 3(c)(7) (qualified purchasers only), and the rest by number
06Rule 506 before the 2013 split into 506(b) and 506(c); older filings only
05Rule 505, repealed in 2017; older filings only
46Section 4(6), the old name of 4(a)(5); older filings only

Questions

What is SEC Form D?

Form D is the notice a company or fund files with the SEC after selling securities without registering them, under Regulation D (Rules 504 and 506), Securities Act Section 4(a)(5) or the Investment Company Act 3(c) exclusions. It is due within 15 days of the first sale and states who the issuer is, what is being sold, how much has been sold, how many investors there are, and who is paid to sell it.

Who files Form D?

Start-ups raising venture rounds (Databricks, SpaceX, X.AI), venture capital, private equity and hedge funds raising from limited partners, real estate syndications, insurance companies, and any other issuer relying on a Regulation D exemption. In 2026 so far, 32,133 new notices were filed, reporting $603.9 billion sold as filed.

What does Form D not tell you?

No valuation, no price per share, no investor names and no terms. Amounts are as filed and self-reported. For a pooled investment fund the amount sold is cumulative subscriptions since the offering began, not capital raised, so a cash fund can report hundreds of billions. Some issuers file late or not at all, and a Form D is a notice, not a registration: not every private raise needs one.

What is the difference between Form D and Form D/A?

Form D is the original notice. Form D/A is an amendment, required at least once a year while the offering continues and whenever a material fact changes. An amendment restates the whole form with the cumulative amount sold, so an offering's amendments read as a time series.

What is the difference between Rule 506(b) and Rule 506(c)?

Both allow an unlimited amount to be raised from accredited investors. Rule 506(b) forbids general solicitation and allows up to 35 non-accredited investors. Rule 506(c), added in 2013, allows general solicitation and advertising, but every investor must be verified as accredited.

How current is the data?

Every electronic Form D and D/A since 2008 is included (781,053 filings as of 13 October 2026). A new filing is extracted within minutes of the SEC accepting it.

How do I query it?

Connect your AI assistant (Claude, ChatGPT, Codex or any MCP client) to the beatandraise.com MCP server and ask in plain English. The assistant calls search_private_offerings and get_private_offering with the filters shown on this page. There is no sign-up and no API key needed.

Source: SEC EDGAR, Form D XML filings (the schema is in SEC's EDGAR technical specifications). Data as of 13 October 2026. Nothing on this page is investment advice.

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