Boring Company Form D Shows $3.2 Billion Sold to 141 Investors, Its Fourth Raise Since 2018

TBC - The Boring Co, the tunneling company founded by Elon Musk, filed a Form D with the Securities and Exchange Commission on September 10, 2026, reporting $3,198,599,250 sold to 141 investors. The notice, accession 0001737630-26-000003 under CIK 0001737630, sets the total offering at $3,420,699,200, leaves $222,099,950 unsold, and dates the first sale to August 21, 2026. It arrived the day after the company announced a $3 billion Series D round that Bloomberg reported valued the company at $23 billion.

What the filing shows

The filing is a new Form D rather than an amendment to an earlier one, so the $3,198,599,250 is the amount sold in this offering alone. The offering is not fully subscribed: the company reported a ceiling of $3,420,699,200 and $222,099,950 still available, which under Form D rules means further sales can be reported by amendment without a new notice. The company declined to disclose its revenue range, checked the box for an issuer formed within the last five years, and reported no sales commissions or finders' fees.

The amount sold exceeds the $3 billion round size in press accounts by about $198.6 million. The filing offers no explanation. Form D totals routinely differ from announced round sizes because the notice covers every security sold under the exemption, including any debt, options or secondary components, and this filing lists three security types. Elon Musk, who appeared as an executive officer on the company's 2022 Form D, is not listed on the 2026 notice; Jared Birchall and Steve Davis, the two officers on that earlier filing who remain, are.

• —Total offering amount: $3,420,699,200; sold: $3,198,599,250; remaining: $222,099,950
• —Investors: 141; minimum investment accepted from an outside investor: $10,391
• —Date of first sale: August 21, 2026; exemption: Rule 506(b)
• —Securities: equity, debt, and a security to be acquired upon exercise of an option, warrant or other right
• —Executive officers listed: Jared Birchall and Steve Davis; directors: Baris Akis, Antonio Gracias and John Hering
• —Issuer address: Bastrop, Texas; incorporated in Delaware; formed within the last five years: yes
• —Accession 0001737630-26-000003, filed September 10, 2026 (a new notice, not an amendment)

Background

Bloomberg reported on September 10 that Boring Co secured $3 billion in fresh investment backed by the United Arab Emirates and affiliated entities, in a round valuing the company at $23 billion, and that the money would support large-scale deployment of underground transport infrastructure across the UAE, including more than 150 kilometers of tunnels. The company operates the Vegas Loop passenger tunnel system beneath Las Vegas and began tunneling in Nashville in early 2026.

The company has not filed a registration statement or any periodic report with the SEC. Everything the public record holds about its capital raising comes from four Form D notices, and Form D discloses amounts, investor counts and named officers but not valuation, share price or use of proceeds. The $23 billion figure and the investor roster in press coverage are therefore not verifiable against any SEC filing.

The pattern in AltStreet's data

AltStreet's filing ledger holds four Form D notices for this CIK, and the September 10 filing is the largest by a factor of nearly five. The April 2018 notice reported $112,520,000 sold to 31 investors with a $10,000 minimum. The July 2019 notice reported $117,068,740 sold of a $120,085,500 offering to 20 investors, with the minimum raised to $100,003. The May 2022 notice reported $675,285,773 sold to 38 investors with a $24,000 minimum. The 2026 notice reports $3,198,599,250 sold to 141 investors with a $10,391 minimum, bringing the four filings to about $4.10 billion in reported exempt sales.

Two things in that sequence stand out. The investor count roughly tripled between the 2022 and 2026 rounds while the average check, on the filing's own arithmetic, rose from about $17.8 million to about $22.7 million, so the round widened the base and deepened it at once. And the stated minimum investment fell from $100,003 in 2019 to $10,391 now, a figure far below any institutional ticket, which suggests the notice covers small allocations alongside the sovereign and venture money the press describes. Form D does not say who received them.

AltStreet's event feed classified this filing as a new filer for the CIK. That was a screening artifact: the ledger already held the 2018, 2019 and 2022 notices, and the classification has been corrected in this article.

Why it matters

For anyone reconciling the announcement to the record, the filing supplies three numbers the press release did not: a ceiling of $3.42 billion, $222 million of headroom, and 141 investors. A round announced at $3 billion that files at $3.2 billion sold with a higher ceiling reads as a raise that closed above its announced size and may still be open. The three-security-type structure and the small minimum also mean the notice is not a clean count of one class of preferred stock sold to a handful of funds.

The absence of Elon Musk from the officer list is a disclosure fact, not a governance conclusion. Form D asks for executive officers and directors at the time of filing; the 2022 notice listed him and the 2026 notice does not, and the filing does not say why.

What the filings do not show

The Form D does not identify investors, allocate the $3,198,599,250 among them, break the total into its equity and debt components, state a share price or valuation, or disclose use of proceeds. The $23 billion valuation, the UAE backing and the tunnel commitments come from Bloomberg's reporting and the company's own statements, not from the filing. Nothing in the notice says whether the $222,099,950 of unsold securities will be sold, and the company has no obligation to file an amendment unless a material change occurs or the offering is still running a year from now. Amounts on earlier Form Ds are as reported on each notice and may not equal the final size of those rounds.