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 11, 2026 vs Jan 1, 2025 - Nov 11, 2025

Number of Filings135Prior 129 +4.7%

Target Raise, Total$3.47BPrior $3.59B -3.1%

	This YTD	Year prior	Change
Filings	135	129	+4.7%
Target raise	$3.47B	$3.59B	-3.1%

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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.

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Filings

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Total Offering Amount

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Filing volume digest

Since Tuesday’s 5 PM ET check through Wednesday about 5 PM ET (EDGAR live feed): 10 new Form D and 8 D/A notices, 1 Reg A Form 1-A/A amendment, and no new Reg CF Form C, C/A or C-AR filings. EDGAR does not accept filings on today’s Veterans Day federal holiday; the live feed, rechecked at about 5 PM ET, still shows nothing new since Tuesday about 5:30 PM ET, so activity should resume Thursday. Reg A: Modern Screen Media, Inc., a Wellstreet Financial subsidiary, amended its Tier 2 offering of up to $75 million in 8% APY bonds sold through the Wellstreet Financial app. Reg D standouts: Gemspring Capital Fund IV and IV-A filed new notices listing up to $3 billion each (placement agent Asante Capital Group Advisors); Cross Ocean GSS Offshore Feeder LP reported $981.5 million sold to 139 investors (Jefferies, J.P. Morgan Securities); PVC Special Opportunities Fund I at $131.7 million sold; 81 Collection Fund II fully sold at $72.18 million (208 investors); Monocle Ventures I at $9.08 million of $15 million; StartEngine Private Series 85-2 opened a Rule 506(c) offering of up to $2.93 million on StartEngine; and Gaingels SPVs for Path Robotics ($1.17 million, 20 investors) and Palmetto ($154,622) filed. Tuesday’s full EDGAR daily index listed 170 Form D, 95 D/A, 3 Form 1-A/A, 2 Form 1-U, 1 253G2, 2 Form C, 4 C/A, 1 C-U and 5 C-AR filings. Offering amounts are maximums, not money raised.

Spotlight

Modern Screen Media amends $75M Reg A offering of 8% APY Wellstreet Media Bonds, sold via the Wellstreet Financial app

Form 1-A/A (fourth amendment) · Reg A Tier 2 · Debt (perpetual bonds) · $10 per bond · Up to $75,000,000 (7.5M bonds) · Platform: Wellstreet Financial website and app (no broker-dealer listed) · Audited · Alpharetta, Georgia · Filed Nov 10, 2026, 5:02 PM ET

Modern Screen Media, Inc., an Alpharetta, Georgia company that is a wholly owned subsidiary of Wellstreet Financial, Inc. (formerly Worthy Wealth, Inc.), filed its fourth amended Form 1-A on Tuesday evening for a Tier 2 Regulation A offering of up to $75 million in “Wellstreet Media Bonds.” The perpetual bonds are priced at $10 each, pay 8% APY for 24 months and 9% APY after that, and are sold directly through the Wellstreet Financial website and app, including through round-ups of users’ card purchases, with a $100 minimum and no selling commissions. The offering circular describes an early-stage company with no operating history and a going-concern warning, and funds will not be held in escrow. Offering amounts are maximums, not money raised.

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Outline: (1) Fourth amendment to a Tier 2 bond offering filed in April; terms unchanged at 7.5 million bonds at $10, up to $75M; (2) 8% APY for 24 months, then 9%, with an 8% floor, quarterly interest, perpetual with an issuer call right; (3) distribution through the Wellstreet Financial app and round-up purchases, no broker-dealer and no commissions, about $50,000 in estimated offering expenses; (4) risks: no operating history, going-concern language, no escrow.

Market context: Tuesday’s hot October CPI and talk of a December Fed hike pushed the 10-year Treasury yield to about 4.98%, so an 8% fixed-rate retail product sits about 3 points above the benchmark. Rising rates are a headwind for long-duration perpetual paper.

Gemspring Capital files two new Form D notices for Fund IV vehicles, each listing up to $3B

Form D (new) ×2 · Reg D Rule 506(b) · Private equity fund · Up to $3,000,000,000 each (Fund IV, LP and Fund IV-A, LP) · $0 sold so far · Placement agent: Asante Capital Group Advisors, LLC · Westport, Connecticut · Filed Nov 10, 2026, 5:26–5:27 PM ET

Westport, Connecticut private equity firm Gemspring Capital filed new Form D notices on Tuesday evening for Gemspring Capital Fund IV, LP and parallel vehicle Gemspring Capital Fund IV-A, LP, each listing a total offering amount of up to $3 billion under Rule 506(b). Neither notice reports any sales yet, and both name Asante Capital Group Advisors, LLC as the placement agent. The two notices appear to cover the same fund program, so the figures should not be added together. Offering amounts are maximums, not money raised.

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Outline: (1) Two new notices for a fourth flagship fund program; (2) up to $3B listed on each, no sales yet; (3) Asante Capital as placement agent; (4) fits a run of large private fund notices in recent days.

Market context: Large PE fundraising notices keep coming even as Treasury yields climb toward 5%, and insider selling has far outpaced buying across public markets over the past two weeks.

Cross Ocean GSS Offshore Feeder reports about $981.5M sold to 139 investors, with Jefferies and J.P. Morgan as brokers

Form D/A · Reg D Rule 506(b) · Hedge fund · Indefinite offering · $981,537,180 sold (was $732,269,980 a year ago) · 139 investors (was 100) · Brokers: Jefferies LLC, J.P. Morgan Securities LLC · Grand Cayman · Filed Nov 10, 2026, 5:15 PM ET

Cross Ocean GSS Offshore Feeder LP, a Cayman Islands hedge fund vehicle, filed its annual Form D amendment on Tuesday reporting $981,537,180 sold to 139 investors in an indefinite Rule 506(b) offering. That is up from $732,269,980 and 100 investors in the November 2025 notice, an increase of about $249 million. Jefferies LLC and J.P. Morgan Securities LLC are listed as sales-compensation recipients, with $74,430 in sales commissions disclosed.

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Outline: (1) Year-over-year growth of about $249M in reported sales; (2) investor count up 39%; (3) bulge-bracket and Jefferies distribution; (4) annual D/A updates as a read on private fund inflows.

Market context: Higher yields after Tuesday’s CPI print favor income-oriented private strategies, and inflows into credit-focused funds have held up.

StartEngine Private Series 85-2 files new Rule 506(c) Form D for up to $2.93M

Form D (new) · Reg D Rule 506(c) · Equity · Up to $2,927,325 · $175,260 sold to 2 investors · $50,025 minimum · Platform: StartEngine (StartEngine Private) · Burbank, California · First sale Nov 8, 2026 · Filed Nov 10, 2026, 5:29 PM ET

Series 85-2, a series of StartEngine Private LLC, filed a new Form D on Tuesday for a Rule 506(c) equity offering of up to $2,927,325 on StartEngine’s accredited-investor StartEngine Private program. The notice reports $175,260 sold to two investors since a first sale on Nov. 8, with a $50,025 minimum investment, and lists Howard Marks as executive officer. The filing does not name the underlying company the series invests in. Offering amounts are maximums, not money raised.

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Outline: (1) New StartEngine Private series vehicle; (2) Rule 506(c) general solicitation to accredited investors; (3) early sales and high minimum; (4) the continuing StartEngine Private series cadence.

Market context: Nasdaq 100 futures are up about 1.8% this morning after CoreWeave’s results eased AI spending worries, a supportive backdrop for late-stage private tech secondaries.

81 Collection Fund II reports $72.18M fully sold to 208 investors

Form D/A · Reg D Rule 506(b) · Venture capital fund · $72,180,000 offered and sold · 208 investors (was $42,228,500 and 118 in June) · Chicago, Illinois · Filed Nov 10, 2026, 5:25 PM ET

Chicago venture fund 81 Collection Fund II, L.P. filed an amended Form D on Tuesday showing its offering fully sold at $72,180,000 to 208 investors, up from $42,228,500 and 118 investors in its June notice. Its parallel vehicle, 81 Collection Fund II (Onshore Parallel), L.P., separately reported $8,515,000 fully sold to 64 investors.

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Outline: (1) Fund II closes out at $72.18M; (2) investor base nearly doubled since June; (3) parallel onshore vehicle; (4) emerging-manager venture fundraising.

Market context: Venture fund closings continue despite rate-hike talk, with AI-linked sentiment rebounding premarket.

Recent Annual Reports (Form C-AR)

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.

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Cadi, Inc.

Filed 2026-11-09 · FY 2024 · DEALMAKER SECURITIES LLC

Revenue: $983.9K
Net income: $151K
Total assets: $1.2M
Employees: 3

Cadi, Inc. filed its annual report reporting revenue of $983.9K (-21% vs $1.2M the prior year) and net income of $151.0K for fiscal year 2024, with $1.2M in total assets and 3 employees.

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Cadi, Inc.

Filed 2026-11-09 · FY 2023 · DEALMAKER SECURITIES LLC

Revenue: $1.25M
Net income: $109.6K
Total assets: $1.28M
Employees: 3

Cadi, Inc. filed its annual report reporting revenue of $1.2M (+114% vs $581.2K the prior year) and net income of $109.6K for fiscal year 2023, with $1.3M in total assets and 3 employees.

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Data generated: 2026-11-11T22:01:32Z

Reg A - Form 1-A Filings Beta

Reg CF Form C Weekly Index

Reg D 506(c) — Form D Filings Beta