A Form D records a sale, not a company's valuation

The record

SEC Form D, the Notice of Exempt Offering of Securities, is the form issuers file to claim an exemption from registering a securities sale, most commonly under Regulation D. On 27 August 2024, an issuer named Perplexity AI (Stateless) Jun 2024, a Series of CGF2021 LLC, filed a Form D reporting a first sale date of 14 August 2024, a total offering and total amount sold of $375,000, nine investors, and reliance on Rule 506(b) together with the 3C and 3C.1 exclusions used by pooled investment funds. The SEC's Rule 506(b) page, last updated 13 June 2024, describes 506(b) as built on the Securities Act's private-placement exemption for transactions not involving any public offering.

What the sources establish

The form's fields, confirmed by this filed example, are narrow and specific: entity name and address, the exemption relied on, the date of first sale, the total offering amount, the total amount actually sold, the number of investors, and whether any were non-accredited. The Perplexity-named filer is not the operating company; its name identifies it as a special-purpose vehicle administered by a third party, pooling $375,000 from nine investors into what the filing itself frames as a pooled investment fund, not a direct primary investment. Rule 506(b) permits this kind of unregistered, unadvertised offering because the purchasers are expected to be sophisticated or otherwise able to bear the risk, as the SEC's own page describes.

Scope and revision

A Form D does not state a company valuation, a pre-money or post-money price, the terms of the security sold, or the total size of a financing round if the round was raised through several separate issuers or vehicles, as this filing was. It records the exemption claimed and a small set of numeric facts as the filer chose to state them. The SEC's Form D Data Sets page confirms that its bulk data is presented without change from the as-filed submissions, meaning nothing in the dataset has been checked against a company's actual capitalization or against other filings covering the same financing.

The decision in front of you

This is an editorial guide to reading the form, not investment or legal advice. When a Form D surfaces in research on a round, read the entity name for signs of a fund vehicle rather than the operating company, and treat the amount sold as a floor on what that specific filer raised, not a ceiling on the round.

• Does the entity name match the operating company, or does it read as a fund or SPV administrator?
• Does the amount sold plausibly represent the whole round, or only one vehicle's slice of it?
• Which exemption and exclusions are claimed, and what does that imply about the investors required?

A Form D is evidence that an exempt sale happened on the terms it states. It is not evidence of anything the form does not ask the filer to disclose.