Reg A - Form 1-A Filings Beta

Beta. Initial Form 1-A only. Target raise is the stated Amount to be Raised, totaled. Compared with the same dates one year earlier.

YTD: Jan 1, 2026 - Nov 12, 2026 vs Jan 1, 2025 - Nov 12, 2025

Number of Filings136Prior 129 +5.4%

Target Raise, Total$3.48BPrior $3.59B -2.9%

	This YTD	Year prior	Change
Filings	136	129	+5.4%
Target raise	$3.48B	$3.59B	-2.9%

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Source: DisclosureQuest. Initial Form 1-A only.

This display counts initial Form 1-A filings only. It does not represent subsequent filings, including Form 1-A/A amendments or Form 1-A POS post-qualification updates filed by the issuer. Amounts are the stated Amount to be Raised on the initial filing, not capital raised and not amounts revised in later filings.

Metric

This Period

Prior Period

Change

Filings

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Total Offering Amount

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Filing volume digest

Since Wednesday’s 5 PM ET check through about 2 PM ET Thursday (EDGAR live feed): 141 new Form D and 56 Form D/A notices, 3 Reg A filings (a Form 1-A, a 253G2 offering circular supplement and a 1-A-W withdrawal), 5 Reg CF filings (1 new Form C and 4 Form C-U progress updates, with no Form C/A), and 2 Form C-AR annual reports. EDGAR was closed for Wednesday’s Veterans Day holiday, so this covers Thursday’s filings so far. Standouts: market data provider Databento filed a Form D for $100.4 million in equity sold to 20 investors, with no broker listed, matching the $100 million Series C at a $1.1 billion valuation it announced the same day; New Era Energy & Digital (Nasdaq: NUAI) filed a Form D for its $64 million PIPE, fully sold to seven investors with Northland Securities as placement agent; Nasdaq-listed Gamehaus Holdings (GMHS) reported $19.6 million in Class A shares issued to four investors as payment for a stake in Techforge Co., with no broker listed; Nasdaq-listed Mangoceuticals (MGRX) filed a Reg A Tier 2 offering of up to $10 million in 8% Series D preferred, sold directly with no broker; D. E. Shaw World Intermediate Alpha Plus Custom Fund reported $750 million sold, up from $575 million; Solar Development Group (ESA Solar) opened a Reg CF debt raise of up to $145,000 on Climatize and has since filed a Form C-U progress update; GS Hobe Sound Investors opened a Rule 506(c) offering of up to $6 million; and Nautilus Aviation SPV I filed for up to $1.5 million to buy an aircraft. Mid-morning fund updates included Global Diversified Infrastructure Fund ($301.45 million sold across four related entities), Protium Opportunities Feeder Fund ($288.4 million), Tyrus Capital Global Alpha Fund ($277.4 million) and FT Select I ($60.7 million, sold through First Trust Portfolios). Late morning, Murphy MM Partners reported $95.2 million sold and One Acre Fund $62.7 million sold in amended notices; CVC Credit Partners filed new Form Ds for five currency feeders of its European Direct Lending Fund V, and Blue Owl filed one for GP Stakes VI RNF Investors (all open-ended, with no sales yet); and Emerging Founders Fund I, a Chile-based venture fund, reported $18.1 million sold toward $20 million. Around midday, BBH Wealth Strategies’ Thebes Partners Series filed a new Form D reporting $104.9 million sold to 233 investors; Regan Credit Opportunities Fund ($680.3 million sold) and Varde Credit Partners ($492.2 million, with J.P. Morgan Securities named) filed amended notices; and Salt Lake City real estate issuers Crest NC Investments ($34.8 million) and RE Investments UT ($18.6 million) reported fully sold offerings. In the early afternoon, ISQ Global Infrastructure Credit Fund II (EU) reported $1.23 billion sold to six investors in an amended notice, with Threadmark among its placement agents; three Fengate Infrastructure Fund V vehicles reported a combined $741.1 million sold, with Campbell Lutyens as placement agent; ADREX Diversified 11 DST reported its $432.25 million offering fully sold to 257 investors through Ares Management Capital Markets and other broker-dealers, and Blue Owl Real Estate Exchange VI DST reported $302.8 million sold; East West Partners Fund 1, a Denver real estate fund, filed a new Form D with $23.8 million sold toward $75 million; and Trybe Tech filed two new Form Ds reporting $5.6 million and $750,000 sold. Around 2 PM ET, San Francisco venture fund Dayton Craft III reported $99.0 million sold to 24 investors in an amended notice; six AQR Flex 1 Series hedge fund series reported a combined $165.4 million sold, with AQR Investments and wirehouses including Merrill Lynch, UBS and RBC Wealth Management named; and Arctos Sports Fund III filed new Form Ds for two feeder series with $8.0 million sold so far. Wefunder-backed Simplify Genomics filed two C-AR annual reports, showing revenue falling to about $965,000 in 2025 from about $1.48 million in 2024. NEXROC Group filed five more Form D notices for pooled funds with stated maximums of $1 billion to $2 billion each and no sales reported, and 17 venture SPV series (of CGF2026 LLC, CGF2021 LLC and Paperboy Fund 1 LLC) reported a combined $37.4 million sold. Offering amounts are maximums, not money raised.

Spotlight

Databento files Form D for $100.4M sold, matching its newly announced $100M Series C at a $1.1B valuation

Form D (new) · Reg D Rule 506(b) · Equity · $100,449,711 offered and fully sold · 20 investors · No broker or placement agent listed · Salt Lake City, Utah · First sale Oct 5, 2026 · Filed Nov 12, 2026, 11:52 AM ET

Databento Inc., the Salt Lake City market data provider led by CEO Christina Qi, filed a Form D late Thursday morning reporting $100,449,711 in equity sold to 20 investors under Rule 506(b), with a first sale on Oct. 5. No broker or placement agent is listed, and the notice says the total includes securities that converted in connection with the offering. The filing lines up with the $100 million Series C at a $1.1 billion valuation that Databento announced the same day, led by Fifth Down Capital with Fitch Ventures joining as a strategic investor.

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Outline: (1) Form D formalizes Databento’s $100M Series C, announced Nov. 12 at a $1.1B valuation; (2) $100.4M in equity sold to 20 investors under Rule 506(b), first sale Oct. 5, including converted securities; (3) no broker or placement agent listed; (4) round led by Fifth Down Capital with Fitch Ventures as a strategic investor, following a $97M Series B led by NEA in July; (5) the company says revenue more than doubled since the Series B and it has just under 40 employees.

Market context: the filing lands on a volatile day for market data and AI names, with Nvidia sharply lower after Jensen Huang’s resignation while the major indexes turned modestly higher by midday.

Nasdaq-listed Gamehaus Holdings (GMHS) files Form D for $19.6M in shares issued to buy a Techforge stake, no broker listed

Form D (new) · Reg D Rule 506(b) · Equity (Class A ordinary shares) · $19,600,000 offered and fully sold · 4 investors · Non-cash: shares issued as acquisition consideration · No broker or sales commissions listed · Shanghai, China (Cayman Islands company) · NasdaqCM: GMHS · First sale Nov 2, 2026 · Filed Nov 12, 2026, 9:00 AM ET

Gamehaus Holdings Inc., a Shanghai-based mobile game company whose shares trade on the Nasdaq Capital Market as GMHS, filed a Form D on Thursday reporting $19.6 million in Class A ordinary shares issued to four investors under Rule 506(b). The filing says the shares are consideration for Gamehaus acquiring certain ordinary shares of Techforge Co., Ltd. from those investors under a Nov. 2 subscription agreement, so this is a share-swap deal rather than a cash raise. No broker or sales commissions are listed.

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Outline: (1) A Nasdaq-listed company using a Reg D exemption for a share-for-share acquisition rather than a cash raise; (2) deal terms in the filing: $19.6M in Class A ordinary shares to four investors for Techforge Co., Ltd. shares, first sale Nov. 2; (3) why Form D shows up for M&A-style issuances, and how readers should read “amount sold” when no cash changes hands; (4) issuer background: Cayman Islands holding company based in Shanghai, revenue range listed as over $100M.

Market context: Tech shares were under pressure before Thursday’s open as Nvidia slid on CEO turmoil, a backdrop worth noting for small-cap tech dealmaking.

Solar Development Group (ESA Solar) opens a Reg CF debt raise of up to $145K on Climatize

Form C · Reg CF · Debt · Target $125,000, maximum $145,000 · Platform: Climatize Earth Securities · 6% origination fee plus 0.5% annual servicing fee · Deadline Feb 10, 2027 · Maitland, Florida · 42 employees · Filed Nov 12, 2026, 7:28 AM ET

Solar Development Group, LLC, the Maitland, Florida company behind esa-solar.com, filed a Form C on Thursday morning for a Reg CF debt offering on Climatize, targeting $125,000 with a $145,000 maximum and a Feb. 10, 2027 deadline. The filing reports revenue of $17.65 million in its latest fiscal year, up slightly from $17.50 million, with net income rising to $3.50 million from $2.59 million and 42 employees. Climatize Earth Securities will receive a 6% origination fee plus a 0.5% annual servicing fee.

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Outline: (1) An established, profitable solar company using Reg CF debt for a small, project-sized raise; (2) Climatize as a clean-energy-focused funding portal; (3) fee structure: 6% origination plus 0.5% annual servicing; (4) financials: flat revenue, higher net income, total assets up to $24.67M from $17.00M, $3.64M long-term debt.

Market context: With the 10-year Treasury yield near 5%, the pricing of retail clean-energy debt raises is worth watching against bank and tax-equity financing.

Nasdaq-listed Mangoceuticals (MGRX) files Reg A Tier 2 for up to $10M in 8% Series D preferred, no broker listed

Form 1-A (new) · Reg A Tier 2 · 8% Series D Convertible Cumulative Preferred · Up to 1,000,000 shares at $10.00 = $10,000,000 · $2,500 minimum · Direct best-efforts offering, no underwriter or broker-dealer · Payment by ACH, wire or USDC · Dallas, Texas · Nasdaq: MGRX · Filed Nov 12, 2026, 7:00 AM ET

Mangoceuticals, Inc. (Nasdaq: MGRX), a Dallas, Texas company, filed a Form 1-A on Thursday morning for a Reg A Tier 2 offering of up to $10 million in 8% Series D convertible cumulative preferred stock, priced at $10 a share with a $2,500 minimum. It is a direct, best-efforts offering with no underwriter, placement agent or broker-dealer, and investors can pay by ACH, wire or USDC. The preferred carries a $15 liquidation preference and becomes convertible into common stock after three years; the company noted its common stock last traded at $0.19 on Nov. 10.

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Outline: (1) A Nasdaq-listed microcap turning to Reg A Tier 2 for preferred stock; (2) terms: 8% cumulative dividend, $15 liquidation preference, conversion after three years at a premium to the VWAP set at qualification, 19.99% cap on conversion shares pending shareholder approval; (3) direct offering with no broker, USDC accepted, and marketing as a principal use of proceeds; (4) background: the company has described a Solana-focused digital asset treasury strategy; (5) financial snapshot from the 1-A: $14.2M total assets, $136,621 revenue, one full-time employee.

Market context: Small caps face a tougher funding backdrop with the 10-year yield near 5% and a December Fed hike priced in, and listed companies raising retail capital through Reg A remain a niche worth tracking.

Spotlight

New Era Energy & Digital (Nasdaq: NUAI) files Form D for its $64M PIPE, placed by Northland Securities

Form D (new) · Reg D Rule 506(b) · Equity (common stock) · $63,999,999 offered and fully sold · 7 investors · Placement agent: Northland Securities, Inc. (Northland Capital Markets) · $3.84M sales commissions · Midland, Texas · First sale Oct 28, 2026 · Filed Nov 12, 2026, 6:28 AM ET

New Era Energy & Digital, Inc. (Nasdaq: NUAI), a Midland, Texas developer of data center and power infrastructure, filed a Form D early Thursday for the roughly $64 million private investment in public equity (PIPE) it announced on Oct. 29. The notice shows $63,999,999 sold to seven investors under Rule 506(b), with Northland Securities, Inc. named as the placement agent and $3.84 million in sales commissions, in line with the 6% fee disclosed in the company’s Oct. 28 Form 8-K. The company sold 23,272,727 shares at $2.75 each and said it would use the proceeds to repay borrowings under its Macquarie facility and for working capital.

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Outline: (1) Form D formalizes a $64M PIPE announced Oct. 29 and closed around Oct. 30; (2) 23.27M shares at $2.75 to seven accredited investors, with resale registration rights; (3) Northland Capital Markets as sole placement agent at a 6% fee; (4) use of proceeds: repaying Macquarie borrowings and funding the Texas Critical Data Centers buildout; (5) the company also filed its quarterly 10-Q and an 8-K this morning.

Market context: NUAI closed Wednesday at $2.33, below the $2.75 PIPE price. AI-infrastructure stocks rallied Wednesday after CoreWeave’s results, but Nasdaq futures are lower this morning on the Nvidia leadership reports, a reminder of how quickly sentiment around data center plays can swing.

Recent Annual Reports (Form C-AR)

Simplify Genomics, Inc.

Filed 2026-11-12 · FY 2025 · Wefunder Portal LLC

Revenue: $964.5K
Net income: -$2.1M
Total assets: $2.14M
Employees: 4

Simplify Genomics, Inc. filed a Reg CF annual report (raised on Wefunder) reporting revenue of $964.5K (-35% vs $1.5M the prior year) and a net loss of $2.1M for fiscal year 2025, with $2.1M in total assets and 4 employees.

View on EDGAR →

Simplify Genomics, Inc.

Filed 2026-11-12 · FY 2024 · Wefunder Portal LLC

Revenue: $1.48M
Net income: -$1.48M
Total assets: $5.07M
Employees: 4

Simplify Genomics, Inc. filed a Reg CF annual report (raised on Wefunder) reporting revenue of $1.5M (+2% vs $1.5M the prior year) and a net loss of $1.5M for fiscal year 2024, with $5.1M in total assets and 4 employees.

View on EDGAR →

Fanbase Social Media, Inc.

Filed 2026-11-10 · FY 2025

Revenue: $170.5K
Net income: -$7.13M
Total assets: $5.07M
Employees: 5

Fanbase Social Media, Inc. filed its annual report reporting revenue of $170.5K (+60% vs $106.7K the prior year) and a net loss of $7.1M for fiscal year 2025, with $5.1M in total assets and 5 employees.

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Carbon Country LLC

Filed 2026-11-10 · FY 2025 · CLIMATIZE EARTH SECURITIES LLC

Revenue: $18.9K
Net income: -$325.8K
Total assets: $1.56M
Employees: 2

Carbon Country LLC filed its annual report reporting revenue of $18.9K and a net loss of $325.8K for fiscal year 2025, with $1.6M in total assets and 2 employees.

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Cadi, Inc.

Filed 2026-11-09 · FY 2025 · DEALMAKER SECURITIES LLC

Revenue: $829.9K
Net income: $40.7K
Total assets: $1.02M
Employees: 3

Cadi, Inc. filed its annual report reporting revenue of $829.9K (-16% vs $983.9K the prior year) and net income of $40.7K for fiscal year 2025, with $1.0M in total assets and 3 employees.

View on EDGAR →

Data generated: 2026-11-12T19:04:04+00:00

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