The questions we actually get asked

This website is a SaaS application. It is not operated as a registered federal funding portal. Sprowtt CF is a FINRA member funding portal. StateCF.com is a Florida OFR-registered intermediary. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. Both are separate services under their own terms and disclosures.

No. Sprowtt publishes no catalog of offerings and does not advertise a company's offering. The notice is rendered onto the company's own website through the embed, where a notice of the company's offering belongs.

Companies and counsel firms pay a monthly subscription, billed in advance: each invoice is due on the first day of the period it covers. Any use that runs into a new month is billed as that full month; there are no partial months. You can also prepay 3 months or 6 months up front at a discount, shown on your billing page. Fees are not based on the amount of capital raised or the outcome of an offering, and there is no activation fee and no success fee.

Sprowtt is not intended to receive, custody or control investor funds through this platform. Escrow, banking and payment processing sit with banks and providers the company chooses and contracts with directly. Sprowtt receives no referral fee, commission, markup, revenue share, or other compensation from banks or escrow providers.

Usually not. Where one is wanted, the company chooses any bank or escrow agent, contracts with it directly and pays its stated price directly; each escrow provider sets its own price per offering. Sprowtt receives no referral fee, commission, markup, revenue share, or other compensation from banks or escrow providers.

Where the exemption allows it, paste a script or an iframe, or point a subdomain at us with a CNAME. No FTP, no cPanel, no server privileges. A Rule 506(b) room is invitation-only and will not render on a public page. Counsel should review any public-facing content.

Federal exemptions: Rule 506(b) and Rule 506(c) under Regulation D, and testing the waters under Regulation A. For state intrastate offerings: Rule 147A files. Rule 147A is a federal rule that an intrastate offering relies on alongside the state's own exemption. Completing a software step does not make an exemption available or an offering compliant. Counsel reviews the specific transaction.

Yes. A Regulation A test-the-waters room collects indications of interest only: no money is taken, nothing is sold, and an indication involves no obligation or commitment of any kind. The notice carries the statements Rule 255 requires, and once the Form 1-A is publicly filed it says where the preliminary offering circular can be obtained. The language check blocks buying and commitment wording on the room, its notices and the company's investor updates.

The Reg A lab plan. It is the plan for a company that is only testing the waters under Regulation A: the test-the-waters room and notice, indications counted and totalled, the readiness checklist, counsel review and the filings tracker. Like every plan, it is a flat monthly subscription, not a fee on any amount raised.

The company and its counsel. Completing a checklist in Sprowtt files nothing. The workspace tracks each filing's status, date and file number, and sets Form D's due date from the first sale; counsel prepares and files it.

No. Sprowtt does not meet with, introduce or match investors, and its tools are not used on their own for investor outreach. The company communicates with its own investors, using Sprowtt's tools.

Sprowtt does not solicit investors. We never reach out to investors or ask anyone to invest. An investor who comes to this site does so on their own or through a company's own communications about its offering, never through a solicitation by Sprowtt.

No. This platform is not an investor-introduction service and not a lead marketplace. Completing a workspace step is not a request for investors. Confirm any capital-raising path with counsel.

Yes, once the company turns investor updates on. The company writes each update and sends it itself, only to people already in its own deal room; there is no way to upload or buy a list. Each email names the company as the sender, carries its postal address and an unsubscribe link, and the same language check as a material-change notice runs first. The company can have its securities counsel approve each update before it goes out. Sprowtt supplies the tool and keeps the record; it does not write, review or send updates on anyone's behalf.

Every purchaser in a Rule 506(c) offering must be an accredited investor, and the company must take reasonable steps to verify it. In the deal room, the investor uploads a letter dated within the last 90 days: from a verification service such as InvestReady or Verify Investor, which the investor uses directly on its own website (Sprowtt lists them as courtesy referrals and does not connect to them), or from their own attorney or CPA. Where the company has set a high minimum investment (at least $200,000 for an individual, $1,000,000 for an entity accredited by its assets, or $1,000,000 or $200,000 for each equity owner for an entity whose owners are all accredited), the investor may instead commit to that minimum and state in writing that they are accredited and that no third party is financing the minimum for this investment; the company must confirm it knows of nothing to the contrary. That route comes from the SEC staff no-action letter, Latham & Watkins LLP (March 12, 2025), and counts only while the investor's subscription is at least the minimum. The company reviews each verification and accepts or declines it; Sprowtt does not decide whether anyone is accredited and uses no AI in this step. An accepted verification is good for 90 days from the day the company accepts it. Until one is current, the company cannot accept that investor's subscription or mark them paid. The letter can be opened only by the investor, the company and Sprowtt's Super Admin.

Try the self-check at sprowtt.com/accredited-investor-check: plain yes-or-no questions written from the SEC's definition (17 CFR 230.501(a)). It is education only, it runs in your browser, and nothing you answer is stored. It is not a verification: in a Rule 506(c) offering the company verifies, and only the company, with its counsel, decides who may invest.

No. The company runs its offering and its securities counsel reviews it. Sprowtt is built to work alongside the company's securities counsel: it supplies the tools and keeps the record, and it gives no legal advice and approves no offering.

No. Any AI tools Sprowtt provides are for companies only, for their own information and to help them run their deal room. Sprowtt does not use AI to communicate with investors, to recommend or rate any offering, or to influence any investor's decision to buy a security. Anything a company publishes is the company's own statement, reviewed and adopted by the company and its counsel.

A two-day educational program covering formation planning, capital-raising considerations, operational checklists and workspace setup. The curriculum and the cost are sent by email after registration. It is educational: it does not guarantee financing, investor interest, bank approval or any fundraising result, and it does not replace advice from a qualified professional.