Section 1: Issuer's Identity
Issuer: Enter the full name of the Fund or SPV
Jurisdiction: Where are the Fund/SPV's articles of incorporation filed? For all entities formed by Venture360 (and many others), the answer is Delaware
Issuer: Enter the full legal name of the Fund or Special Purpose Vehicle (SPV).
Jurisdiction: Specify where the entity's articles of incorporation are filed; for many entities, this is Delaware.
Section 2: Principal Place of Business & Contact Information
Provide the full name and address of the Fund or SPV as the issuer.
Section 3: Related Persons
List the name and address of the Fund/SPV manager.
Relationship: "Promoter" is commonly selected.
Section 4: Industry Group
Select "Banking & Financial Services" and "Pooled Investment Fund/Venture Capital Fund."
Investment Company Act of 1940 Registration: In most cases, the issuer is not registered under this act.
Section 5: Issuer Size
Choose the range that best describes the amount you are raising.
Section 6: Federal Exemption(s) & Exclusion(s) Claimed (select all that apply)
Rule 506(c) is often used, allowing general solicitation provided:
All purchasers are accredited investors.
The issuer takes reasonable steps to verify their accredited status.
Other conditions in Regulation D are met.
Section 7: Type of Filing
Indicate whether it's a new notice or an amendment.
Section 8: Duration of Offering
If the offering will last more than a year, select "Yes"; otherwise, select "No."
Section 9: Type(s) of Securities Offered
For Funds and SPVs, select "Pooled Investment Fund Interests."
Section 10: Business Combination Transaction
Indicate if the offering is related to a business combination transaction.
Section 11: Minimum Investment
Specify the minimum investment amount required from an investor.
Section 12: Sales Compensation
Even if no one is being compensated for sales, this section must be completed.
Enter the name of the fund manager; you can specify $0 in sales commissions in Section 15.
Section 13: Offering and Sales Amounts
Provide the total offering amount and the amount sold to date.
Section 14: Investors
Indicate the number of investors who have participated in the offering.
Section 15: Sales Commissions & Finders' Fees Expenses
Enter any sales commissions or finders' fees; this amount may be $0.
Section 16: Use of Proceeds
Report any portion of the offering proceeds that will be paid to officers, directors, or promoters.
For detailed instructions and the latest updates, you can refer to the SEC's official guidance on filing a Form D notice.
Additionally, the SEC provides a comprehensive guide on filing and amending a Form D notice, which may be helpful.
Please ensure all information is accurate and up-to-date when preparing your Form D filing.