U.S. Companies Filing Their First Form D (new private raisers, quarterly)

## What this measures

The count of companies whose first Form D in the SEC data sets is an original notice of a venture-like offering with money sold, by the quarter of that first filing.

## Why it matters

A proxy for company formation at the point that matters to investors: the first time a company sells equity to outside investors under Rule 506.

## How it is made

Every company that sells securities under Rule 506 of Regulation D files a notice, Form D, with the SEC within 15 days of the first sale, and amends it at least once a year while the offering runs. The SEC's Division of Economic and Risk Analysis publishes every notice as filed in quarterly data sets (2009 onward). Palanor loads all of them. An offering is its SEC file number (an amendment, Form D/A, keeps the number of the notice it amends), and each filing reports the total sold so far, so the money a filing adds is its total minus the previous filing's.

**Venture-like offerings** are equity (alone or with debt, options or other securities) sold under Rule 506 by a U.S. private operating company: no pooled-fund interests, no funds or deal vehicles, no banks, investment vehicles, oil and gas, coal or real estate, no limited partnerships or business trusts, no registered investment companies, no business combinations, and no company that was already an SEC reporting company. Offerings with a filing that adds $1 billion or more count only after a hand review (typing errors such as $105 billion for a $105 million round are dropped). The full rule list is in the Palanor code (src/lib/form-d/venture.ts), the same definition as Palanor's other Form D series. A company is identified by its SEC CIK. Its first filing of any kind in the data sets (including fund, debt or real-estate notices) decides; if that first filing is an amendment or not venture-like, the company is not counted. The series starts in 2011: Form D went electronic in March 2009, and companies whose earlier notices were on paper look new in 2009 and 2010.

## How to read it

A count, quarterly. It is not every new startup: many raise first on convertible notes or SAFEs under other exemptions, or never file at all.

## What it does not cover

Form D is a notice of an exemption, not an announced funding round. Companies that raise without Rule 506, or file late or never, are missing, and some of the largest private companies raise without a notice of their own (only their investor vehicles file). Amounts are what companies report as sold, in the quarter the notice is filed, not when the money was wired. The industry group, state and fund type are the filer's own answers on the form and are not checked. A company that filed earlier under another CIK, or whose first raise was not under Rule 506, is counted at its first Form D here or not at all.

## Source

Palanor calculation from SEC Form D filings (U.S. Securities and Exchange Commission, Form D data sets; public domain).