Form C vs Form C/A vs Form C-U vs Form C-AR vs Form C-TR: Every Reg CF Filing and When It Is Due

A Regulation Crowdfunding raise generates up to six distinct EDGAR filings, all built on Form C: the offering statement (Form C), an amendment for material changes (Form C/A), progress updates at 50 percent and 100 percent of target and after close (Form C-U), the annual report (Form C-AR), an amendment to that report (Form C-AR/A), and the notice that ends reporting (Form C-TR). Each has its own trigger and deadline under Rule 203, and two of them, Form C/A and the final Form C-U, are driven directly by what happens in the marketing campaign.

Founders know a Form C has to be filed before launch. Fewer know that a changed valuation mid-campaign forces a Form C/A with a reconfirmation box that can cancel every outstanding commitment. This article covers each filing in order: trigger, deadline, and where it collides with the campaign calendar. It is informational only; filing decisions belong with securities counsel.

Every Reg CF Filing at a Glance

All six forms are variants of a single document, Form C, codified at 17 CFR 239.900. The filing obligations sit in 17 CFR 227.203, "Filing requirements and form," organized into paragraph (a) for the offering period and paragraph (b) for the post-offering reporting period.

Every offering-period form must be filed with the Commission and provided to investors and the intermediary. Two instructions to paragraph (a) make delivery simple: a copy of the Commission filing satisfies the intermediary obligation, and referring investors to the platform by website posting or email satisfies the investor obligation. The issuer's job is the EDGAR filing plus a pointer.

Form C: The Offering Statement

Rule 203(a)(1) requires an issuer relying on Section 4(a)(6), and any co-issuer jointly offering with it, to file Form C with the Commission and provide it to investors and the intermediary before the offering commences. Every Form C must include the information required by 17 CFR 227.201: directors, officers and 20 percent holders, the business plan, risk factors, target amount and deadline, use of proceeds, pricing method, capital structure, financial condition and the required financial statements.

The rule reads "except as allowed by § 227.206," the testing-the-waters provision added in 2021, which permits certain solicitations of interest before the Form C is filed. That carve-out is covered in our comparison of Rule 241, Rule 206 and Rule 255. Outside it, no offer under Section 4(a)(6) occurs before Form C is on file.

Once filed, the Form C has to sit on the platform before any security is sold. Under 17 CFR 227.303(a), the Rule 201 information must be publicly available on the intermediary's platform for at least 21 days before any sale, though commitments may be accepted during that window. The Form C filing date, not the application date or the marketing launch date, starts that clock, which is the dependency mapped in our Reg CF campaign timeline.

Form C/A: Amendments and the Reconfirmation Box

Rule 203(a)(2) requires an amendment on Form C/A to disclose "any material changes, additions or updates" to the information the issuer provides to investors through the platform, for any offering not yet completed or terminated. The filing is simple. The consequence is not: if the amendment reflects material changes, the issuer checks a box indicating that investors must reconfirm their investment commitment within five business days or the commitment is considered cancelled.

That box ties into 17 CFR 227.304(c). On a material change, the intermediary must notify every investor with an outstanding commitment that it will be cancelled unless reconfirmed within five business days of receiving the notice. Investors who do nothing are cancelled and refunded. If the change lands within five business days of the offering deadline, Rule 304(c)(2) requires the offering to be extended to allow the full reconfirmation period.

What counts as material is a judgment for counsel, but issuers typically treat a change in price, valuation cap, discount or security type; a change in the target, maximum or deadline; a meaningful reallocation of use of proceeds; a change in directors, officers or 20 percent holders; and restated financial statements as squarely inside it. A Form C/A correcting a typographical error is filed without the box checked, and existing commitments stand.

For a campaign, filed disclosure and marketing materials therefore have to move together. A landing page that updates the valuation ahead of the Form C/A creates an inconsistency the portal has to resolve, and a Form C/A with the box checked resets the commitment pipeline. The five-day window and escrow mechanics are covered in cancellation and reconfirmation rights.

Form C-U: Progress Updates at 50 Percent, 100 Percent and Close

Rule 203(a)(3)(i) requires a Form C-U disclosing progress toward the target no later than five business days after each of the dates on which the issuer reaches 50 percent and 100 percent of the target offering amount. Rule 203(a)(3)(ii) adds a final filing where the issuer will accept proceeds above target: a Form C-U disclosing the total amount of securities sold, due no later than five business days after the offering deadline.

Paragraph (a)(3)(iii) is the exception most issuers operate under. If the intermediary makes frequent progress updates publicly available on its platform, the 50 percent and 100 percent filings are not required, but the final Form C-U after the deadline still is. Since the major portals display a live progress bar, most issuers file only the closing Form C-U. An issuer that crosses both thresholds within one five-business-day period may consolidate them into a single Form C-U disclosing the most recent threshold, filed by the date the first update was due.

"Offering deadline" means the deadline in the offering materials, or the new deadline if the issuer closes early under Rule 304(b), which requires the 21-day minimum, investor notice and a new deadline at least five business days after that notice. Whoever runs the closing campaign is setting the date from which the final Form C-U's five business days run.

Form C-AR and Form C-AR/A: The Annual Report Cycle

Rule 203(b)(1) requires any issuer that has sold securities under Section 4(a)(6) to file an annual report on Form C-AR no later than 120 days after the end of the fiscal year covered. The content comes from 17 CFR 227.202(a): financial statements certified by the principal executive officer (or reviewed or audited statements, if the issuer has them), a description of financial condition, and the Rule 201 disclosure items listed in paragraph (a). The report must also be posted on the issuer's own website.

Rule 203(b)(2) is the one that surprises issuers. A material change to a previously filed annual report is corrected not by refiling Form C-AR but by filing Form C-AR/A "as soon as practicable after discovery of the need for the material change." The timing standard is prompt, not the next 120-day cycle.

Delinquency has a direct cost on the next raise: Rule 100(b) makes the exemption unavailable to an issuer delinquent on the annual reports required during the two years preceding a new offering statement, and portals check this at intake. Content requirements, the website-posting rule and delinquency consequences are detailed in Reg CF ongoing reporting and Form C-AR.

Form C-TR: Ending the Reporting Obligation

Rule 202(b) lists five events that end annual reporting: becoming an Exchange Act reporting company; having filed at least one annual report since the most recent Reg CF sale with fewer than 300 holders of record; having filed three years of annual reports since that sale with total assets of no more than $10,000,000; a repurchase or full repayment of all Section 4(a)(6) securities; or liquidation or dissolution under state law.

Rule 203(b)(3) attaches a filing to that eligibility: within five business days of becoming eligible, the issuer must file Form C-TR to advise investors it will cease reporting. The form is a notice, not an application. The holder-of-record count behind the 300-holder condition is a legal determination for counsel, not simply the number of investors shown on the platform.

Where the Filing Calendar Meets the Campaign Calendar

1. Freeze the offering terms before pre-launch creative ships. Every term in a landing page, waitlist email or deck is a candidate for a Form C/A if it changes after filing. Terms that drift between the marketing and the Form C are the most common avoidable reconfirmation trigger.
2. Build the Form C filing date into the media plan. The 21-day window under Rule 303(a) runs from the Form C being live on the platform. Commitments inside the window are permitted; a sale is not.
3. Treat a mid-campaign material change as a relaunch event. A Form C/A with the box checked means every committed investor receives a five-business-day notice, and the campaign's job becomes driving reconfirmations rather than new commitments.
4. Calendar the final Form C-U and the first Form C-AR before the raise closes. The C-U runs from the actual close date; the C-AR's 120 days run from the first fiscal year end after the sale, and delinquency blocks the follow-on round.

What an issuer may say in off-platform advertising while these filings are in flight is a separate question, covered in our walkthrough of Rule 204 notice content.

Frequently Asked Questions

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

Form C is the offering statement that must be filed with the Commission and provided to investors and the intermediary before a Regulation Crowdfunding offering commences. Form C/A is the amendment filed under Rule 203(a)(2) to disclose any material change, addition or update to the platform information while the offering is still open. If the amendment reflects a material change, the issuer checks a box requiring investors to reconfirm within five business days or have their commitment cancelled.

When does a Reg CF issuer have to file Form C-U?

Rule 203(a)(3) requires a Form C-U no later than five business days after reaching 50 percent and 100 percent of the target offering amount, plus a final Form C-U within five business days after the offering deadline if the issuer accepts proceeds above target. If the intermediary publicly posts frequent progress updates on its platform, the 50 percent and 100 percent filings are not required, but the final Form C-U disclosing total securities sold is still due within five business days after the deadline.

Does every Form C/A require investors to reconfirm their investment?

No. Rule 203(a)(2) requires the reconfirmation box to be checked only when the amendment reflects material changes, additions or updates. A non-material correction is filed on Form C/A without triggering reconfirmation, and existing commitments remain in place. Whether a specific change is material is a determination for the issuer and its counsel, and a yes carries the Rule 304(c) five-business-day cancellation consequence.

What is Form C-AR/A?

Form C-AR/A is the amendment to a previously filed Form C-AR annual report. Rule 203(b)(2) requires an issuer to file it to make a material change to the annual report as soon as practicable after discovering the need for the change. It is distinct from Form C-AR and from the offering-period Form C/A, and it is filed with the Commission rather than through the intermediary.

When can a Reg CF issuer file Form C-TR?

Form C-TR may be filed once the issuer becomes eligible to terminate reporting under one of the five conditions in Rule 202(b), such as having filed at least one annual report since its last Reg CF sale and having fewer than 300 holders of record, or having filed three years of annual reports with total assets not exceeding $10,000,000. Rule 203(b)(3) requires the filing within five business days of the date the issuer becomes eligible.

Run the Campaign and the Filings From One Set of Terms

Two of the Rule 203 filings are triggered by what the campaign does, and one can cancel every commitment the campaign produced. Growth Turbine has provided marketing support across more than $490M in aggregate issuer-reported totals and 210+ fundraising campaigns managed supported across Reg CF, Reg D 506(c), Reg A+, and tokenized securities offerings, across 23+ crowdfunding platforms. The raises that avoid an unplanned Form C/A are the ones where the marketing terms, the Form C and the portal listing were built from the same document and changed together.

Preparing a Regulation Crowdfunding offering? Our Reg CF equity crowdfunding marketing services cover pre-launch audience building, disclosure-aligned creative and on-platform conversion, structured around the Form C filing date. For a multi-exemption program, see our equity crowdfunding marketing agency services. To discuss your filing and launch calendar together, contact us.

Disclaimer: The information provided in this article is for educational and informational purposes only and does not constitute legal, financial, or investment advice. Always consult with qualified legal counsel and financial advisors before launching a capital raise.