Room · Non-binding reservations only

Regulation A test the waters

Sprowtt supports testing the waters under Regulation A. The room asks whether people would be interested before any offering is qualified: it collects reservations (non-binding indications of interest) only. No money is taken, nothing is sold, and a reservation involves no obligation or commitment of any kind.

Request a demo Pricing Embed API

What this room does

Reservations (non-binding indications of interest) only: no money is taken, nothing is sold, and no subscription or payment can be recorded
Reservation capture with the testing-the-waters legend Rule 255 requires
Once Form 1-A is publicly filed, the notice says where the preliminary offering circular can be obtained, and stays down until it does
Reservations counted and totalled
No commitment language anywhere in the flow, enforced by the language check — on the room, its notices and the company's investor updates

What it does not do

Sprowtt does not decide whether this exemption is available to the company, approve the offering materials, decide whether an investor is suitable, verify legal compliance, recommend the investment, negotiate the transaction, or guarantee an outcome. Completing a step in this room is not SEC approval of an offering, and is not a substitute for your own securities counsel.

Public notice

This room's card may be rendered onto the company's own website, carrying the legend below.

Legend on the card

Testing the waters under Regulation A. No money or other consideration is being solicited, and if any is sent in response, it will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. An indication of interest involves no obligation or commitment of any kind.

For a Florida Limited Offering (s. 517.0611), the company files Form FLO with the OFR, with a $200 fee, at least 10 days before the offering starts or is shown on an intermediary's website; a Limited Offering of $2.5 million or more must use a registered dealer or intermediary. For Invest Local (s. 517.0612), the company files Form OFR-FILE at least 5 business days before the offering starts; no intermediary is required. Florida Invest Local and Limited Offering raises can be run on StateCF, not this site.

Not this software

Raising capital in Florida?Florida companies can conduct Invest Local (s. 517.0612) and Limited Offering (s. 517.0611) raises on StateCF.com. Invest Local does not require an intermediary; a Limited Offering of $2.5 million or more must use a registered dealer or intermediary. 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. Rule 147A needs a principal place of business in Florida plus one doing-business test: 80% of revenue, 80% of assets or 80% of net proceeds used in Florida, or a majority of employees based there. Florida adds its own tests for the company: Invest Local requires a for-profit entity registered with the Florida Department of State with its principal place of business in Florida, and a Limited Offering requires revenue derived primarily from Florida operations. Registering to do business, filing a notice or spending proceeds in Florida does not by itself make a company eligible. StateCF can explain the pathway but cannot promise eligibility.Visit StateCF.com

Federal crowdfunding (Regulation CF)?Regulation Crowdfunding requires a registered funding portal. This software is not one.

StateCF, a DBA of Sprowtt Inc., runs under its own terms and registration. Neither of these offering types is run through this website.

Other rooms