What is a Form C-U in simple terms?

A short SEC filing that says how a crowdfunding raise is going. The rules ask for one when the offering reaches half its goal, one when it reaches the goal, and a final one within five business days after the deadline saying how much was sold in total. It is the only filing in the process whose purpose is to state the amount actually raised, as opposed to the amount the company hoped to raise.

When is a Form C-U required?

Three points under Rule 203(a)(3): within five business days of reaching 50 percent of the target offering amount; within five business days of reaching 100 percent; and, if the issuer will accept subscriptions beyond the target, within five business days after the offering deadline, stating the total securities sold. If the intermediary displays frequent progress updates on its platform, the first two filings are excused, but the final one is not. An issuer that changes its terms files a Form C/A amendment, not a C-U; an issuer that abandons the offering files a Form C-W withdrawal.

Does every crowdfunding offering end with a Form C-U?

No. An offering that fails to reach its target sells no securities and returns the escrowed money, and no final C-U stating a total sold is owed, though some issuers file one anyway ('offering closed unsuccessfully'). And many funded offerings simply never file the final update. Across 9,148 issuers with a Form C on EDGAR since 2016, 44.7 percent have any C-U on file and 40.0 percent have one stating a dollar amount, on AltStreet's market-wide ledger read of September 2026. That mixes failed offerings with non-filing funded ones, so it is a proxy for funded raises rather than a compliance rate.

Why does the amount raised often appear only on the platform?

Because the platform shows it in real time and the issuer is the one who owes the SEC a filing. On SMBX, whose dashboard reports the amount raised and investor count for every listed bond, six Form C-Us exist across 271 offerings, so $21.8 million of funded bonds are visible on the platform and almost nowhere on EDGAR. On Honeycomb, whose issuers filed 783 C-Us across 1,109 offerings, AltStreet could reconstruct $35.65 million of reported raises from the filings. The difference is issuer practice on two portals hosting the same kind of borrower under the same rule.

Does a Form C-U state an exact dollar amount?

Not always. The rule requires the final update to disclose the total amount of securities sold, and many issuers do ('Total raised $43,551'). Others state progress in words, such as 'the offering has met the target offering amount', which discloses a floor rather than a figure. A narrative C-U tells you the raise was at least the target; it does not tell you whether the issuer took oversubscriptions up to the maximum.

How is a Form C-U different from a Form C-AR?

A C-U reports the offering: how far the raise has got and, at the end, how much was sold. A C-AR is the annual report an issuer that sold securities must file within 120 days of its fiscal year end, carrying its financial statements, until it qualifies to stop. The C-U is about the money coming in; the C-AR is about the business afterwards. An issuer can file the first and never the second, and on most portals most do neither.

What does it mean if an offering has no Form C-U?

One of three things, and the filing alone cannot tell you which: the offering failed and nothing was sold; the offering funded and the issuer did not file; or the offering is still open. To separate them, look at the portal's own page for the offering, the deadline in the Form C or its latest C/A, and whether the issuer later filed a C-AR (which implies a sale occurred). AltStreet's issuer timelines combine those signals; the C-U on its own is a strong positive signal when present and an ambiguous one when absent.

Can I rely on the amount in a Form C-U?

It is the issuer's own statement, unaudited, and it reports securities sold at the close, not money later repaid, spent or lost. It is still the best public figure for a Reg CF raise, and it usually agrees with the platform's page. Where AltStreet has compared the two populations, the filing-derived totals on Honeycomb ($35.65 million across 529 offerings with an amount) sit close to the platform's own scale claim ($30 million invested).

Form C-U Progress Update

Private Credit & Direct Lending

Definition

Form C-U is the progress update in the Regulation Crowdfunding filing family. Under Rule 203(a)(3) an issuer must file a Form C-U within five business days of reaching 50 percent of its target offering amount and again within five business days of reaching 100 percent, and, if it will accept subscriptions above the target, a final Form C-U within five business days after the offering deadline disclosing the total amount of securities sold. Where the funding portal or broker-dealer hosting the offering publishes frequent progress updates on its platform, the issuer is excused from the 50 percent and 100 percent filings but must still file the final Form C-U within five business days of the deadline stating the total sold. The C-U is therefore the one filing in the family that is supposed to record how much money an offering actually raised; the Form C states only the target and maximum, and the annual report on Form C-AR comes months later, if at all. In practice a large share of issuers never file one, and many that do state progress in words ('the offering has met its target') rather than in dollars, so the amount raised in a Reg CF offering is often knowable only from the platform's own page.

Why it matters

Regulation Crowdfunding is the one private-market segment whose whole lifecycle is meant to be on the public record, and the C-U is the filing that carries the number everyone wants: what was actually raised. When it is filed with a dollar figure, an analyst can put a platform's marketing claims against its issuers' own statements, size a portal's real book, and later measure whether issuers went on to file their annual reports. When it is missing, the amount raised lives only on the platform, where it can be edited, delisted or lost when the platform closes. That is not an abstract risk. SMBX's dashboard is the sole public source for the raise on 265 of its 271 offerings; Mainvest's platform, the sole source for most of its 779 offerings, no longer exists. The C-U gap also decides what can be proven about the next obligation: an annual report is owed only by an issuer that sold securities, so where no C-U confirms a sale, a missing annual report is a filing gap rather than a proven violation. Reading the C-U record of a portal before investing tells you whether its issuers treat the SEC as part of the deal or as an afterthought, and that pattern is portal-wide.

Common misconceptions

•A Form C-U is not confirmation that the offering closed. The 50 percent and 100 percent updates are filed mid-offering; only the final update after the deadline states the total sold.
•The absence of a C-U does not mean the offering failed. Many funded offerings never file one; the portal's page and any later Form C-AR are the corroborating signals.
•A narrative C-U ('the offering has met its target') is a floor, not a figure. The raise could be anywhere between the target and the maximum.
•A C-U is not the amount investors will get back. It reports securities sold at the close; repayment, if any, is disclosed later on Form C-AR or not at all.
•The 44.7 percent market-wide C-U rate is not a compliance rate. Failed offerings owe no final update, so the figure mixes failures with non-filing funded issuers; on a single portal where the funded population is known, such as SMBX, the gap can be measured directly.

Technical details

The rule: Rule 203(a)(3) and the intermediary exception

Trigger 1: within five business days after reaching 50 percent of the target offering amount.

Trigger 2: within five business days after reaching 100 percent of the target offering amount.

Trigger 3: if the issuer will accept proceeds in excess of the target, within five business days after the offering deadline, a final C-U disclosing the total amount of securities sold in the offering.

Exception: where the intermediary provides frequent updates on its platform about the progress of the issuer in meeting the target, the issuer need not file the 50 percent and 100 percent updates, but must file the final C-U within five business days after the deadline stating the total amount sold.

Not a C-U: a change to the offering's terms, deadline or disclosure is a Form C/A amendment, which triggers investor reconfirmation for material changes under Rule 304; abandoning an offering before completion is a Form C-W withdrawal.

Early close: an issuer that reaches its target and wants to close before the deadline gives at least five business days' notice through the intermediary, keeps the 48-hour cancellation right open, and then files the final C-U within five business days of the new deadline.

What a C-U contains

Cover data: issuer name, the intermediary and its CIK, the security type and price, the target and maximum amounts, the deadline, and a check box for the progress milestone (50 percent, 100 percent, or final).

The progress statement: either a dollar figure ('Total raised $43,551', 'Amount of securities sold: $119,956') or a narrative ('The offering has met the Target Offering Amount').

What it does not contain: financial statements, investor counts (some issuers add them voluntarily), repayment terms, or any statement about use of proceeds after the close.

Reading it in AltStreet's ledger: a parsed progress_update_amount where a figure is stated; a narrative-only flag where it is not; a 'closed unsuccessfully' note where the issuer filed a C-U for a failed offering.

How often issuers file one: the market-wide record

AltStreet's market-wide EDGAR ledger, September 2026: 9,148 issuers with a Form C since 2016; 4,087 (44.7 percent) have at least one C-U; 3,657 (40.0 percent) have a C-U stating a dollar amount.

By first-Form-C cohort, share with any C-U: 2017 56 percent; 2018 46 percent; 2019 47 percent; 2020 48 percent; 2021 48 percent; 2022 43 percent; 2023 45 percent; 2024 43 percent; 2025 37 percent and 2026 34 percent, with many of those offerings still open.

The series is a funded proxy. An offering that misses its target owes no final C-U, so the share without one includes failures; industry estimates of Reg CF success rates put a large minority of offerings in that group. The share also includes funded issuers that never filed, which is the compliance gap the figure cannot isolate on its own.

The same measure is published as the Regulation Crowdfunding completion-by-cohort series in AltStreet's market index, rebuilt nightly from the ledger.

Two portals, one rule, opposite practice

SMBX (funding portal CIK 0001707214): 271 Form C offerings by 250 issuers, 2019 to 2026. Form C-U filings: six (Bernal Cutlery 2019 $139,380; Our Life Foods 2020 $41,251; Rangoon Restaurant Concepts 2021 $101,600; OWB Holdings 2023 $119,956; Hard Training Fitness Club 2024 $26,550; Eunoia 2026, closed unsuccessfully). The platform's own dashboard shows 211 funded auctions for $21.84 million, so, with one of the six C-Us reporting a failed close, the amount raised on 206 funded offerings exists only there.

Honeycomb Credit (funding portal CIK 0001705726): 1,109 offerings by 1,095 issuers, 2017 to 2026. Form C-U filings: 783, by 658 issuers; 528 issuers with a C-U stating an amount, totaling $35.65 million, against the platform's own '$30 million invested' claim.

Both portals display live progress on their platforms, so both issuer populations were excused from the 50 and 100 percent updates and owed only the final one. The difference is whether the portal's process makes the issuer file it.

Consequence for the next filing: on SMBX, a funded close had to be established from the dashboard before anyone could say which issuers owed an annual report; on Honeycomb the C-Us themselves establish it for 528 issuers.

How to read a C-U, and what to do when there is none

Present, with a figure: treat it as the raise; compare with the target and maximum on the Form C to see whether the issuer took oversubscriptions; note the filing date against the deadline to see whether it was on time.

Present, narrative only: the raise is at least the target; look for the platform's own figure and for the investor count in any later C-AR.

Absent, deadline passed, portal page shows funded: a funded offering with no final update; the issuer's later filing behavior (C-AR or nothing) usually follows the same pattern.

Absent, deadline passed, portal page gone or showing failed: assume nothing was sold unless a C-AR appears; for a ceased portal such as Mainvest, the Form C target and any C/A are the last public record.

For a portal as a whole: count C-Us against offerings; a ratio near zero on a portal with a visible funded book means the platform, not EDGAR, is the record, and the record leaves with the platform.

Frequently asked questions

What is a Form C-U in simple terms?: A short SEC filing that says how a crowdfunding raise is going. The rules ask for one when the offering reaches half its goal, one when it reaches the goal, and a final one within five business days after the deadline saying how much was sold in total. It is the only filing in the process whose purpose is to state the amount actually raised, as opposed to the amount the company hoped to raise.
When is a Form C-U required?: Three points under Rule 203(a)(3): within five business days of reaching 50 percent of the target offering amount; within five business days of reaching 100 percent; and, if the issuer will accept subscriptions beyond the target, within five business days after the offering deadline, stating the total securities sold. If the intermediary displays frequent progress updates on its platform, the first two filings are excused, but the final one is not. An issuer that changes its terms files a Form C/A amendment, not a C-U; an issuer that abandons the offering files a Form C-W withdrawal.
Does every crowdfunding offering end with a Form C-U?: No. An offering that fails to reach its target sells no securities and returns the escrowed money, and no final C-U stating a total sold is owed, though some issuers file one anyway ('offering closed unsuccessfully'). And many funded offerings simply never file the final update. Across 9,148 issuers with a Form C on EDGAR since 2016, 44.7 percent have any C-U on file and 40.0 percent have one stating a dollar amount, on AltStreet's market-wide ledger read of September 2026. That mixes failed offerings with non-filing funded ones, so it is a proxy for funded raises rather than a compliance rate.
Why does the amount raised often appear only on the platform?: Because the platform shows it in real time and the issuer is the one who owes the SEC a filing. On SMBX, whose dashboard reports the amount raised and investor count for every listed bond, six Form C-Us exist across 271 offerings, so $21.8 million of funded bonds are visible on the platform and almost nowhere on EDGAR. On Honeycomb, whose issuers filed 783 C-Us across 1,109 offerings, AltStreet could reconstruct $35.65 million of reported raises from the filings. The difference is issuer practice on two portals hosting the same kind of borrower under the same rule.
Does a Form C-U state an exact dollar amount?: Not always. The rule requires the final update to disclose the total amount of securities sold, and many issuers do ('Total raised $43,551'). Others state progress in words, such as 'the offering has met the target offering amount', which discloses a floor rather than a figure. A narrative C-U tells you the raise was at least the target; it does not tell you whether the issuer took oversubscriptions up to the maximum.
How is a Form C-U different from a Form C-AR?: A C-U reports the offering: how far the raise has got and, at the end, how much was sold. A C-AR is the annual report an issuer that sold securities must file within 120 days of its fiscal year end, carrying its financial statements, until it qualifies to stop. The C-U is about the money coming in; the C-AR is about the business afterwards. An issuer can file the first and never the second, and on most portals most do neither.
What does it mean if an offering has no Form C-U?: One of three things, and the filing alone cannot tell you which: the offering failed and nothing was sold; the offering funded and the issuer did not file; or the offering is still open. To separate them, look at the portal's own page for the offering, the deadline in the Form C or its latest C/A, and whether the issuer later filed a C-AR (which implies a sale occurred). AltStreet's issuer timelines combine those signals; the C-U on its own is a strong positive signal when present and an ambiguous one when absent.
Can I rely on the amount in a Form C-U?: It is the issuer's own statement, unaudited, and it reports securities sold at the close, not money later repaid, spent or lost. It is still the best public figure for a Reg CF raise, and it usually agrees with the platform's page. Where AltStreet has compared the two populations, the filing-derived totals on Honeycomb ($35.65 million across 529 offerings with an amount) sit close to the platform's own scale claim ($30 million invested).