What Is SEC Form C-U? Kuleana Spirits' Reg CF Filing Reports a $1.9 Million Close

SEC Form C-U, formally the Regulation Crowdfunding Progress Update, is the filing an issuer submits on EDGAR to report how much money and how many securities it has raised toward its funding target and, in most offerings, the final result once the campaign closes. Investors look for it because it is often the one SEC filing that states, in plain dollar and share terms, what a Reg CF campaign actually closed on, as distinct from the running total a campaign page displays while the raise is live.

Kuleana Spirits, Inc., a Delaware corporation that makes rum in Hawaii, filed a Form C-U on October 16, 2024 (accession 0001665160-24-001404) reporting that its offering, run through the intermediary StartEngine Capital, LLC, closed on $1,912,384.25 and 3,533,060 securities. That filing, read alongside the Form C that opened the offering, is a concrete way to see what the form does and does not tell a reader.

When Is a Form C-U Required?

Rule 203 of Regulation Crowdfunding requires an issuer to file Form C-U within five business days of reaching 50 percent and again at 100 percent of its stated target offering amount, and to file a final Form C-U reporting the total amount of securities sold after the offering deadline, particularly where the issuer accepts investments above the target. If multiple triggers fall inside the same five-business-day window, the rule allows the issuer to consolidate them into one filing rather than submitting duplicates.

Rule 203 also contains an alternative path: when the intermediary hosting the offering posts frequent public updates on progress toward the target, those updates can substitute for the separate 50 percent and 100 percent Form C-U filings. Under that alternative, the issuer still must file one final Form C-U within five business days after the deadline, reporting the total securities sold. That is why seeing only one Form C-U in an issuer's EDGAR history does not, by itself, establish that earlier threshold filings were skipped. Kuleana's Form C-U lists a September 23, 2024 offering deadline and was filed October 16, 2024, consistent with a post-deadline final report, though the filing itself does not state which Rule 203 pathway applied.

How to Read a Form C-U on EDGAR

A Form C-U submission on EDGAR is mostly structured data rather than free-text narrative, apart from one required progress-update sentence. Reading one means checking a consistent set of fields, which Kuleana's filing illustrates in full.

• Issuer and intermediary: Kuleana Spirits, Inc. (CIK 1720264), offered through StartEngine Capital, LLC (CIK 0001665160), compensated 7 to 13 percent for the offering and holding a financial interest equal to 3 percent of securities based on the amount raised, per the filing.
• Security and price: Series C Preferred Stock offered at $0.59 per security.
• Target and maximum: a $14,999.57 minimum offering amount, corresponding to 25,423 securities at the stated price, against a $4,999,999.84 maximum offering amount.
• Deadline and oversubscription: a September 23, 2024 deadline, with oversubscriptions accepted at the issuer's discretion, prioritizing StartEngine account holders.
• The progress-update sentence: 'At the close of the offering, the issuer closed on $1,912,384.25 and 3,533,060 number of securities.'
• Selected financial data: total assets of $7,807,281 against $8,163,160 a year earlier, and a net loss of $2,288,038 against a prior net loss of $2,268,414, among other two-year fields.

What the Numbers Say, and Where They Do Not Reconcile

The $14,999.57 target is a nominal floor: 25,423 securities at $0.59, or about 0.3 percent of the maximum. Measured against the figure that matters, the close of $1,912,384.25 is roughly 38.2 percent of the $4,999,999.84 maximum stated on the same form. A Form C-U's dollar figure is only informative next to the target and maximum on the same filing, and the maximum is the one to read it against.

Those terms were not the original ones. The Form C that opened the offering, filed February 22, 2024 (accession 0001665160-24-000111), stated a $1,234,999.80 maximum and an April 30, 2024 deadline. Six Form C/A amendments followed between February and August 2024, and the Form C-U carries the amended terms: a $4,999,999.84 maximum and a September 23, 2024 deadline. Reading a C-U without the C/A trail can leave a reader comparing a close to a ceiling that was raised four times over during the campaign.

The filing also invites a check that does not resolve. Multiplying the reported 3,533,060 securities by the $0.59 stated price produces approximately $2,084,505, about $172,121 more than the $1,912,384.25 the filing says the issuer closed on. The Form C-U does not explain the difference. Two fields on the same form are relevant without being an answer: oversubscriptions were accepted at the issuer's discretion with priority given to StartEngine Owners, the platform's paid membership tier, and StartEngine's financial interest is stated as three percent of the securities on the same terms as investors. Securities issued on terms other than a flat cash price, whether to an intermediary, to members of a program, or as rounding, would produce exactly this kind of gap, but which of those applied here is disclosed, if anywhere, in the offering memorandum attached to the Form C, not in the C-U. A reader who sees a similar mismatch elsewhere should treat it as a prompt to read that exhibit rather than assume the two figures were ever meant to multiply cleanly.

Because a Form C-U reports what the issuer told the SEC, it is also the more durable reference point when a campaign page or aggregator shows a different running total. Live campaign pages commonly show commitment totals that update in real time and can include investments later reduced, canceled or reallocated before closing; a filed Form C-U's closing figures describe what the issuer stated it actually closed on.

Form C-U vs. Form C, Form C/A, and Form C-AR

Form C-U sits inside a small family of Regulation Crowdfunding filings, each doing a different job. Form C is the initial offering statement disclosing the offering's terms and the issuer's business and financial condition before the campaign opens. Form C/A is an amendment to that offering statement, filed when the issuer changes material terms, such as the offering amount or deadline, while the campaign is live, or when correcting the original disclosure. Form C-U is not an amendment to the offering's terms; it reports progress toward the target and, when applicable, the final amount and number of securities sold. Form C-AR is the annual report an issuer files after a completed Reg CF offering, covering ongoing business and financial results rather than the raise itself.

Kuleana's own record shows the family in sequence: a Form C on February 22, 2024, six Form C/A amendments through August 21, 2024 that raised the maximum and extended the deadline, the Form C-U on October 16, 2024 reporting the close, and Form C-AR annual reports filed in April 2024, April 2025 and May 2026. The C-U reports the closing outcome of the offering the Form C and its amendments described; the annual reporting obligation is a separate requirement established by the offering, not by the C-U itself.

Where to Find Form C-U Filings and What to Check Next

Form C-U filings are public on EDGAR, searchable through EDGAR full text search or by looking up an issuer's CIK and filtering for form type C-U. Kuleana Spirits' filings are indexed under CIK 1720264, and its intermediary, StartEngine Capital, LLC, is indexed separately under CIK 0001665160. After reading a Form C-U, a natural next step is to check the issuer's Form C and any Form C/A filings for the underlying offering terms and security rights, and to check for a subsequent Form C-AR covering results after the raise closed.

What this filing does not show

A Form C-U does not establish a company's valuation, verify how proceeds will be spent, confirm the number of individual investors, or substitute for audited financial statements; it reports a progress or closing figure in dollars and securities, plus the selected financial data fields the issuer includes elsewhere in its Form C filings.

It does not, by itself, prove which Rule 203 reporting path applied to a given offering, separate 50 percent and 100 percent filings or an intermediary's frequent public updates. It does not allocate any mismatch between a reported share count, a stated price and a reported dollar total to a specific cause, such as securities issued to program members, intermediary compensation paid in securities, or rounding; readers must look to the related Form C and its offering memorandum for that detail, and even then the full mechanics may not be reconstructable from the public record. Finally, a Form C-U does not track or reconcile figures displayed on a campaign page or third-party aggregator; it only reports what the issuer told the SEC.