Filing volume digest
Since Wednesday’s 5 PM ET check through about 5 PM ET Thursday (EDGAR live feed): 189 new Form D and 86 Form D/A notices, 4 Reg A filings (a Form 1-A, two 253G2 offering circular supplements and a 1-A-W withdrawal), 9 Reg CF filings (1 new Form C, 6 Form C-U progress updates, 1 Form C/A and 1 Form C-TR termination), and 3 Form C-AR annual reports. EDGAR was closed for Wednesday’s Veterans Day holiday, so this covers Thursday’s filings so far. Standouts: AI inference startup fal (Features & Labels) filed three Form Ds late in the day reporting about $1.39 billion in equity sold, led by $1.03 billion toward a $1.30 billion offering that lines up with its $1.3 billion Series F, plus $350.0 million matching its earlier Series E, with no broker listed; 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. Around 3 PM ET, Man Institutional Portfolio 630 reported $568.3 million sold (Man Investments named), Vintage X (Flagship) Offshore $442.65 million (Goldman Sachs named) and DoubleLine Securitized Credit Portfolio $265 million in amended notices; Charlotte private equity fund SCP Value Fund II filed a new Form D with $201.5 million sold to seven investors; Alkeon Innovation Series – Omicron reported $51.8 million sold to 54 investors through Oppenheimer; La Jolla’s Avalon BioVentures II opened a venture fund of up to $200 million; and Netcapital-hosted SwiftSift extended its Reg CF SAFE offering deadline to Feb. 12, 2027. Around 4 PM ET, AQR filed a batch of amended notices, led by AQR Multi-Strategy Fund X ($1.62 billion sold), Multi-Strategy Fund VII ($649.7 million) and R.C. Small Cap Value Fund ($336.0 million), all naming AQR Investments; SkyKnight Capital Fund reported $109.4 million sold; Nasdaq-listed Hydrofarm Holdings (HYFM) reported a fully sold $6.9 million private placement of stock and warrants to 44 investors, placed by ThinkEquity; Medellín, Colombia-based Palomma Holdings reported $14.0 million sold to 57 investors; and Seattle’s Bridge33 Real Estate Partners IV (QC) opened with a $550 million maximum and $7.1 million sold. Around 5 PM ET, HPS Strategic CLO Opportunities filed new Form Ds for three vehicles, led by an SMA with $500 million sold to two investors and a Delaware fund with $126.5 million sold; Seattle’s Bridge33 Real Estate Partners IV (QP) reported $145.9 million sold toward its $550 million maximum; Nasdaq-listed Bank7 Corp. reported $71.7 million in equity issued to 38 investors in a business combination; amended notices from Graham Absolute Return ASP Fund ($205.4 million) and Fortress Special Opportunities ASP Fund ($183.4 million), both naming Wells Fargo Advisors, Diversified Government REIT ($208.3 million, Jones Lang LaSalle Securities named) and RAEIF ($84.0 million); Innovius Capital Fund II opened a venture fund of up to $250 million; and Legence Corp. reported $10 million in equity issued in a business combination. StartEngine-backed Experfy filed a C-AR showing revenue of about $7.3 million for the fiscal year ended May 31, 2026, up from about $4.6 million, and then filed a Form C-TR to end its Reg CF reporting. 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
AI inference startup fal files three Form Ds reporting about $1.39B in equity sold, in line with its Series E and $1.3B Series F; no broker listed
Form D (new, 3 notices) · Reg D Rule 506(b) · Equity · $1,032,193,939 sold of $1,297,193,625 offered (42 investors, first sale Oct 28, 2026) · $349,998,063 sold (20 investors, first sale Apr 23, 2026) · $10,750,000 sold (14 investors, first sale Sep 15, 2026) · No broker listed · San Francisco, California · Filed Nov 12, 2026, 4:44–4:53 PM ET
Features & Labels, Inc., the San Francisco AI inference company known as fal, filed three Form D notices late Thursday reporting about $1.39 billion in equity sold under Rule 506(b), with no broker listed. The largest reports $1.03 billion sold to 42 investors toward a $1.30 billion offering, with a first sale on Oct. 28, which lines up with the $1.3 billion Series F at a $16 billion valuation that the company announced on Nov. 3. A second notice shows $350.0 million sold to 20 investors from April, matching its Sequoia-led Series E, and a third reports $10.75 million sold to 14 investors.
Outline: (1) One of the largest private raises on EDGAR this week: fal’s three Form Ds total about $1.39 billion sold; (2) what each notice shows: $1.03B of $1.30B (first sale Oct. 28), $350.0M (April) and $10.75M (Sept., equity plus options or rights), all Rule 506(b) with no broker listed; (3) the announced rounds: a $1.3B Series F led by Bessemer at a reported $16B valuation, alongside the Sequoia-led $350M Series E (TechCrunch); (4) why AI inference demand is pulling mega-rounds into private markets.
Other filings: $350.0M notice · $10.75M notice.
Market context: Stocks closed slightly lower Thursday as Nvidia fell after its CEO resigned and the 10-year Treasury yield rose to about 5.10%.
Nasdaq-listed Hydrofarm Holdings (HYFM) files Form D for a $6.9M private placement, placed by ThinkEquity
Form D (new) · Reg D Rule 506(b) · Common stock, pre-funded warrants and common stock purchase warrants · $6,888,475 offered and fully sold · 44 investors · Broker: ThinkEquity LLC ($551,078 in sales commissions) · Shoemakersville, Pennsylvania · NasdaqCM: HYFM · First sale Oct 27, 2026 · Filed Nov 12, 2026, 3:22 PM ET
Hydrofarm Holdings Group, Inc., the Pennsylvania-based hydroponics equipment maker whose shares trade on the Nasdaq Capital Market as HYFM, filed a Form D on Thursday reporting a fully sold $6.9 million Rule 506(b) private placement of unregistered common stock, pre-funded warrants and common stock purchase warrants to 44 investors. ThinkEquity LLC is named as placement agent, with $551,078 in sales commissions, and the filing lists a first sale date of Oct. 27.
Outline: (1) A Nasdaq-listed small cap using a Reg D private placement (PIPE-style) with warrants; (2) terms in the filing: $6.9M fully sold to 44 investors, common stock plus pre-funded and purchase warrants, first sale Oct. 27; (3) the placement agent role: ThinkEquity named, $551,078 in commissions (about 8% of proceeds); (4) why sub-$1 Nasdaq issuers turn to warrant-heavy private placements.
Market context: Stocks finished Thursday slightly lower as Treasury yields topped 5%, a tough backdrop for small-cap financing.
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.
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.
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.
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.
Recent Annual Reports (Form C-AR)
Experfy, Inc.
Filed 2026-11-12 · FY 2026 · StartEngine Capital, LLC
- Revenue
- $7.34M
- Net income
- -$2.4K
- Total assets
- $395.7K
- Employees
- 28
Experfy, Inc. filed a Reg CF annual report (raised on StartEngine) reporting revenue of $7.3M (+61% vs $4.6M the prior year) and a net loss of $2.4K for fiscal year 2026, with $395.7K in total assets and 28 employees. It also filed a Form C-TR to end its Reg CF reporting.
View on EDGAR →
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.
View on EDGAR →
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.
View on EDGAR →
Data generated: 2026-11-12T22:06:09+00:00
