Platform
Your raise, run from one secure workspace.
Deal rooms your company controls, a record of every update your investors receive, and document controls that show who opened what, version by version.
Platform Overview
Everything in the workspace
The company runs it. Its securities counsel reviews it. Sprowtt supplies the tools and keeps the record. Sprowtt puts the company back in control of its own offering and its own investor relationships.
The offering file
- A sectioned deal room — summary, the business, products, market, competition, team and board, use of proceeds, financial condition, risks, terms, FAQ and the rest — with a per-section completeness state
- Each section checked for guaranteed or risk-free claims, a regulator described as approving the offering, a specific percentage return, pressure language and comparisons to famous companies; the room cannot publish until they are rewritten
- A data room with per-document visibility and a record of every open and download
- Document versions kept, so a change is visible rather than silent
- Material-change notices to everyone who has made a reservation, subscribed or paid, with a reconfirm-or-cancel answer recorded for each
Testing the waters under Regulation A
- Sprowtt supports testing the waters: a Regulation A room that collects reservations (non-binding indications of interest) only. No money is taken, nothing is sold, and a reservation involves no obligation or commitment of any kind
- The notice carries the statements Rule 255 requires, and after the Form 1-A is publicly filed, where the preliminary offering circular can be obtained
- The language check blocks buying, reservation and commitment wording on the room, its notices and the company's investor updates
- Reservations counted and totalled; no subscription, payment or cap-table issuance can be recorded under the room
Investors
- Investor records with status from invited through to closed
- Rule 506(b) relationship log — how the company knew each person, and when, recorded before the invitation
- Reservations, subscriptions and the company's own cancellation window
- A dated closing binder counsel assembles from the file
- Investor updates the company writes and sends itself, only to people already in its deal room, chosen by status — with its own name as the sender, its postal address, an unsubscribe link, and a record of every delivery
The notice on the company's own site
- Script, iframe and CNAME publishing, with no FTP, cPanel or server privileges
- Room-type gates enforced server-side — a Rule 506(b) card will not render publicly
- Legends carried on the card and kept in sync with the workspace
- A render log: which host asked for the card, when, and whether a token was used
Conferences the company holds
The company holds its own investor conferences by video or other methods, using Sprowtt's tools. Sprowtt does not meet with investors, does not match or introduce companies and investors, and none of its tools is used on its own for investor outreach.
- Presentations, one-to-one meetings and question-and-answer sessions the company schedules for people in its deal room
- Recording through a connected video provider, kept against the offering file
- Replay for the people the company invited, with each replay logged
What the room records for the company
- How many times each document was opened and downloaded, version by version
- Where the notice on the company's own site was shown, by host
- Reservations: how many, and their total
- Who answered each material-change notice, and how
- Each investor update: how many people it went to, delivered, held back and unsubscribed
- A readiness checklist naming what is incomplete
Counsel
Built to work alongside the company's securities counsel. Counsel reviews; Sprowtt gives no legal advice and approves no offering.
- Every company workspace on the firm's seat, in one review queue
- Clear or block a deal-room section, approve or return an investor update, and hold a whole offering — a block or a hold actually stops publication
- Audit export and a per-offering closing binder
Secure Deal Rooms
A secure deal room that checks the company's words before they go out
Fixed, written rules check the company's own words before anyone sees them: every deal-room section, every material-change notice and every investor update. The company decides what to say; its counsel reviews it.
Rules, the same every time
Guaranteed or risk-free returns, a regulator described as approving or recommending the offering, a specific percentage return, pressure language and comparisons to famous companies are caught by rule. A test-the-waters room also refuses wording that invites a purchase or calls a reservation a commitment.
A rule that blocks cannot be talked out of it. An empty result is not a clearance, only an absence of the obvious: counsel still reads it.
What it checks
- Each deal-room section as it is saved; a room with findings cannot publish its notice
- Each material-change notice, before it goes out
- Each investor update, before the company can press Send
What it does not do
- It does not read uploaded documents, text inside a picture, or a video
- It does not recommend an investment to anybody, and it does not rank offerings
- It does not decide that an exemption is available
- It is not AI: the checks are fixed rules, written down in the software
Branded Deal Rooms
Deal rooms your company controls
Everything an investor reviews, organized by the company, access-controlled, and recorded — so the company and its counsel always know what was available, to whom, and when. The company runs the room; Sprowtt supplies it and keeps the record.
Branded, access-controlled rooms
One room per offering, in the company's name, with access set by the room type and by invitation.
Permissions per document
Each document has its own audience: everyone admitted, invited people only, counsel only, or internal review.
Versions and audit trail
A new upload under the same title becomes a new version. Every open and download is recorded against the version seen.
Communication records
Material-change notices and responses, the investor updates the company sent, and the conferences it recorded stay with the offering file.
A calm reading layout
Section navigation, the content, and a company snapshot side by side — with risk factors given their own legible reading mode.
Readable on any device
The same room stacks cleanly on a phone: overview, sections, content, then contacts.
Inside the room
The sections investors expect, in order
Overview, company summary, the team, product, market, traction, documents, financial information, risk factors, updates from the company, and a way to contact the company. Every section is labelled as information provided by the company.
Risk factors, handled properly
- Easy to find in the section list — never styled as a warning or an obstacle
- Descriptive headings instead of dense legal blocks
- The full text always visible, printable and downloadable
- A route back to the overview and documents when the visitor finishes
Configured per exemption
Each room follows its offering's rules
| Room | Who can see it | Public notice |
|---|---|---|
| Rule 506(b) invite room | Invite only | Never — invitation only |
| Rule 506(c) offering | Accredited, verified | Permitted, with legend |
| Regulation A test the waters | Non-binding reservations only | Permitted, with legend |
| Rule 147A intrastate room | In-state sales | Permitted, with legend |
Investor Workspace
Your investor communications, each one on the record
Invitations, reservations, material-change notices, investor updates and conferences — run by the company for people already in its deal room, with a record of each step. Sprowtt supplies the tools; it does not contact investors itself.
What an invited investor sees
- Only the rooms a company invited them into — there is no public catalog of offerings on this site
- Their own position in each offering, its status, and any amount subscribed
- Their reservations, which are indications of interest and not commitments; no money moves from the screen
- The company's cancellation window, counting down in hours — 48 hours unless the company sets another, and not a statutory cooling-off right
- Material-change notices, each with a choice to reconfirm or cancel
- Conferences the company invited them to, and replays of those conferences
- The site terms and the investor education, accepted once on the profile
Before anyone can act
- The investor education must be accepted before a first reservation
- Each reservation is stored with a checkbox acceptance, its wording version and the time
- A Rule 506(b) invitation is a private link, one per person, that the company can revoke
- A test-the-waters room takes reservations (non-binding indications of interest) only — nobody can subscribe or pay until an offering is qualified
What the company sees
- Each person's status: invited, viewing, reserved, subscribed, paid, cancelled, closed or refused
- Invitations sent, accepted and revoked
- The number of reservations and their total
- Payments received, subscribed and still to arrive, per investor
- Who has answered each material-change notice, and how
- Each investor update it sent: how many people, delivered, held back and unsubscribed
- How many times each document was opened and downloaded
After the close
- The cap table and shareholder register stay in the company's file, with an export for a transfer agent
- Counsel can assemble a dated closing binder of sections, documents and the investor register
- Conference recordings stay with the offering file
What it is not
It is not a shareholder register we maintain on the company's behalf, and it is not transfer-agent service. The register stays in the company's file. Sprowtt issues no certificate it would have to honour, and takes no instruction to move a security.
It is not an outreach tool. Sprowtt does not meet with investors, and does not find, match or introduce investors for any company.
Engagement Insights
What your room records, and what it never guesses
Counts the company can check against the record behind them — what was opened, where the notice was shown, and who answered — for its own room only.
Records, not recommendations
A count such as “the risk factors were downloaded 14 times” is a fact about what happened in the room. It does not say why, and it does not say what to do.
What the room records today
- Every document open and download, version by version
- Every render of the notice on the company's own site, by host, and whether an invitation token was used
- Reservations: how many, and their total
- Who answered each material-change notice, and how
- Each investor update the company sent: how many people, delivered, held back and unsubscribed
- Each replay of a recorded conference
What it never does
- Predict whether anyone will invest
- Tell the company to change its disclosures, terms or price
- Describe what investors “prefer” or what “costs” the company investors
- Score, rank or recommend any offering
- Treat a small number of visits as a trend
The company's own
The record belongs to the company's workspace. It is not shared with other companies, and it is never used to show anyone else's offering to the company's investors.
No outreach
Sprowtt does not meet with, find or match investors, and nothing here is used on its own to reach new people. The company communicates with its own investors.
See it against a real room. The demo deal room shows the investor side; a platform demo shows the company's side.
Dashboard
The numbers behind your room
Counts the company can check against their source — never predictions or recommendations.
Is the offering file ready?
- Section completeness across the room, and which sections the exemption requires
- Counsel review state per section, and anything under a hold
- Filing tracker: drafted, filed, file number, date
Where the notice is being seen
- Where the card is live, and each render by host, with whether a token was used
- Reservations: how many, and their total
What happened in the room
- Documents opened and downloaded, version by version
- Who answered each material-change notice, and how
- Each investor update: delivered, held back and unsubscribed
What the numbers do not tell you
Everything above describes recorded activity. None of it predicts whether anyone will invest, and none of it is advice about the offering's disclosures, terms or price.
Document Controls & Access Logs
Every document, every version, and who opened it
Organize materials by section, decide who can view each one, keep every version, and retain a record of each open and download.
Organize
- Documents filed against the deal-room section they belong to
- Uploading a document with the same title keeps it as a new version rather than a second copy
- Removing a document takes it out of view without erasing who opened earlier versions
- Accepted files: PDF, Word, Excel, PowerPoint, images, MP4 and plain text, up to 40 MB each
Checks on every upload
- The file's contents must match its type: a file named as a PDF that is not a PDF is refused
- A text file that carries web-page code is refused
- A SHA-256 fingerprint of each upload is stored, so any version can be matched to the exact file later
- In a Rule 506(b) room, a document set for the whole room is narrowed to invited members automatically
Control who sees what
- Room
- For the offering documents and disclosures everyone in the room should see. Every investor the company has admitted to that offering's room finds them listed in their own account and can open or download them, and each open and download is recorded against the exact version seen. In a Rule 506(b) room a Room document is narrowed to people holding a live invitation, both when it is uploaded and every time it is opened.
- Invited members
- For materials meant only for the specific people the company invited to this offering. Only those investors see it listed or can open it, and a person the company refuses, or whose invitation it revokes, loses access at once. Today every investor enters a room through the company's own invitation, so pick this level when a document must never go beyond the people the company named.
- Counsel
- For drafts and review copies that are not ready for investors. The company and its securities counsel on the firm's seat can open them; no investor ever sees one listed or can open it, even with the link. A draft kept at Counsel can carry the same title as the final shared with the room, and each stays its own version.
- Operator
- For items held back from investors and from counsel, such as internal records the company keeps with its offering file. Only the company and the Sprowtt Super Admin can open them; counsel, investors and administrator seats for a city or law firm cannot. Operator documents are also left out of counsel's closing binder.
Keep the record
- Every open and every download is recorded against the document and the version seen, and the company sees the count for each
- Files are never served from a public address; each read passes an access check
- The record exports with the offering's audit file
Security & Data Controls
Security and privacy for sensitive offering work
How Sprowtt approaches access management, data protection, platform controls and issuer-controlled workspace activity. Sprowtt provides software tools and does not provide legal, tax, accounting, or investment advice.
Our commitment
Sprowtt is designed to support secure, organized workspaces for sensitive company materials and stakeholder communications. We focus on clear access controls, responsible data handling and transparent platform practices — and on describing only controls that are actually in place.
Your investors belong to your company.
The investors in your offering belong to your company. They're nobody else's investors.
Nothing is ever deleted
Nothing is ever deleted. Records are only archived, kept in folders.
Each company has an archive folder holding its full history: offerings, documents, investor records, communications, acceptances, access logs and billing. A record that is withdrawn, cancelled or entered by mistake is archived there with who changed it and when, and can be restored. The database itself refuses a delete. This is for regulatory and legal record-keeping, because an offering's history may need to be produced years later.
Access and permissions
- Role-based access: company, counsel, investor and administrator roles, checked on the server for every account function — an automated check in the build fails if a function is added without one
- Workspace-level and document-level visibility, set by the company
- Invitations for authorized stakeholders, and revocation that takes effect straight away
- Administrator seats locked to a city or a law firm by the profile, never by the web address
- A city administrator seat (a City Manager) sees the investors of the companies in its own city and nowhere else; a law-firm seat sees its own clients' investors without contact details
- Suspending a user signs them out of every session at once
- Sign-in, sign-up and password-reset attempts are rate-limited
- Every document open and download is recorded against the version seen
Data protection
Further detail about the hosting environment and the available controls can be provided to qualified customers on request.
- Encrypted connections (HTTPS) in production, with strict transport security and security headers on every page
- Uploaded files are never served directly; every read passes an access check
- An uploaded file must match its declared type by its contents before it is stored
- Bank routing and account numbers are stored encrypted, and only the last four digits are ever shown
- Only the last four digits of a taxpayer number are kept on a cap table
- Database backups, and nothing is ever deleted: a payment or document entered by mistake is voided or archived, so the history survives
Where the platform runs
The platform runs on a virtual private server with its own dedicated CPU, memory and storage, separated from other customers' sites, and with its own dedicated IP address.
The server sits in a U.S. data center facility whose operator holds SOC 2 Type II and ISO 27001 certification and is PCI DSS compliant. Those certifications belong to the data center facility and its operator, not to Sprowtt's own software, and they are not a certification of Sprowtt.
- Physical security at the facility: security staff on site around the clock, electronic access control with biometric or multi-factor checks, and camera coverage
- Backup power from UPS systems and on-site generators, and redundant cooling
- Multiple network carriers with redundant routing
- Always-on DDoS protection on the hosting network
Built into the software
- Two-factor sign-in with an authenticator app on every account, required for administrators in production
- Sign-in, sign-up and password-reset attempts rate-limited
- Every upload checked so its contents match its declared type, and text files carrying web-page code refused
- Security headers on every page, including strict transport security and limits on which sites may frame a page
- Uploaded files served only through an access check, never from a public address
- Cross-site request checks on every server function, so another website cannot act for a signed-in user
- Nothing is ever deleted: the database refuses a delete on record tables, and a mistake is archived with who changed it and when
- An audit trail of who did what and when, exported with each company's archive folder
Privacy and data use
Sprowtt uses personal and workspace information to operate, secure, support and improve the platform, as described in our Privacy Policy. We use contact details submitted through this website to respond to the request made.
In a deal room the software records each document open and download, and the company sees the counts for its own room. Requests to see or correct personal information can be sent to info@sprowtt.com. A correction is recorded alongside the original, so the history stays complete.
Third-party services
Some capabilities rely on third-party providers when they are enabled: hosting and infrastructure, email, video meetings and recording, accreditation verification, payments for subscriptions, and analytics. When enabled, those providers process information under their own contractual terms and privacy practices, and the services available depend on the customer's configuration and agreements.
Where a provider verifies identity or accreditation, processes a payment, or holds escrow, that provider — not Sprowtt — performs the service.
Compliance workflow support
Sprowtt provides configurable software features that may support company and advisor workflows, including document organization, controlled sharing, activity records, counsel review and communications. Sprowtt does not determine whether an offering, disclosure, communication or transaction complies with applicable law.
What we do not claim
Sprowtt itself does not claim a SOC 2 report, an ISO certificate, a PCI attestation, an uptime guarantee or any audit it has not had. The certifications described under Where the platform runs are the data center operator's, for its facility, not Sprowtt's.
Report a concern or request information
To report a security concern, or to request available security documentation as a qualified customer or prospect, email info@sprowtt.com with "Security" in the subject line. For account help, use the same address.
How It Works
How a raise runs in Sprowtt
Create a controlled deal room, organize materials, manage stakeholder access, monitor activity, and keep your team aligned.
Set up your workspace
Create a branded workspace for your company, project or offering. Define team roles and organize the key sections.
Organize your materials
Upload documents, presentations, company information, disclosures and FAQs in a structured format, with versions kept.
Control access
Invite authorized stakeholders and manage what they can view, download or interact with.
Communicate with your own investors
The company sends its own material-change notices and investor updates, only to people already in its deal room, and holds its own conferences by video or other methods — with its securities counsel approving each update first if it chooses.
Review the record
See document opens and downloads, notice renders, reservations and who answered each notice, for the company's own room.
Maintain records and keep reporting
Preserve an organized operational record, export it for your advisors, and keep updating as the process evolves.
The record
Numbers you can check, never predictions
The company sees what happened in its own room. Nothing here predicts whether anyone will invest, and none of it is investment, legal, financial, pricing, solicitation or offering advice.
- Every document open and download, version by version
- Every render of the notice on the company's own site, by host
- Reservations: how many, and their total
- Who answered each material-change notice, and how
- Each investor update the company sent: delivered, held back, unsubscribed
- Each replay of a recorded conference
The payment process
The money never comes to us
The investor pays the account the company named, at the company's own bank. The workspace holds the instruction sheet, records the payment against the subscription, and reconciles from the statements the company posts.
Escrow and payment providers
Connect the bank, escrow agent or payment provider the company has chosen and contracted with directly. Sprowtt may store the agreement, the disbursement instructions and the workflow status. Sprowtt is not intended to receive, custody, transmit or control investor funds. Sprowtt receives no referral fee, commission, markup, revenue share, or other compensation from banks or escrow providers.
Regulation D and escrow
A Rule 506 offering rarely uses an escrow agent at all. Where one is wanted, the company chooses a bank or escrow agent, contracts with it directly and pays its stated price directly. Each escrow provider sets its own price per offering. Sprowtt receives no referral fee, commission, markup, revenue share, or other compensation from banks or escrow providers.
The payment process
The investor pays the account the company named, from their own bank. The workspace holds the instruction sheet and the reference, records each payment against a subscription, and reconciles from the statements the company posts. Routing and account numbers are stored encrypted and are never shown on a public page.
Accreditation (Rule 506(c))
In a Rule 506(c) offering each investor verifies from the deal room: with a letter from a verification service such as InvestReady or Verify Investor (courtesy referrals the investor uses directly, on the service's own website), or from their own attorney or CPA, uploaded on the Accreditation tab. Where the company sets a minimum investment at the levels in the SEC staff no-action letter, Latham & Watkins LLP (March 12, 2025), an investor may instead commit to that minimum with written statements, and the company confirms it knows of nothing to the contrary. The company reviews each verification and accepts or declines it; Sprowtt decides nothing and uses no AI here. An accepted verification is good for 90 days, and a subscription can be accepted only while one is current.
Acknowledgments and the register
Each reservation is stored with a checkbox acceptance, its wording version and the time, and counsel closes the file into a dated binder. Book entry stays in the company's file. Sprowtt is not a transfer agent and issues no certificate it would have to honour.
What this platform is not built to do
No pooled accounts. No funding-portal Form C on this domain. No public investor marketplace. No ranking of offerings. No secondary trading. No investor introductions and no lead lists. Completing a software step does not make an offering compliant, available or funded.
See how Sprowtt fits your raise
Embed API
Put the offering notice on your own website
You do not need FTP, cPanel, or server privileges. The company's web person pastes one snippet. The card is rendered from Sprowtt so price, dates, and legends stay in sync with the workspace — and it appears on the company's own website, which is where a notice of the company's offering belongs.
Script embed
Lightest. The script injects an iframe from our origin. Send this to whoever edits the homepage.
iframe embed
Strongest isolation. Good for Webflow, Squarespace, Wix and WordPress HTML blocks.
Hosted subdomain
raise.yourdomain.com, pointed at Sprowtt with a CNAME. Still the company's page — no FTP, no cPanel, no server privileges.
What the company does, in four steps
- 1
Choose the offering. A public card is only for a room counsel has confirmed may be shown. A Rule 506(b) room is invitation-only and will not render on a public homepage.
- 2
If counsel has cleared the communication, publish the company-approved notice from the Offerings tab so the card goes live.
- 3
Copy one snippet below. Email it to your web person: "Paste this where we want the notice. Please do not redesign the card."
- 4
They paste it. Sprowtt draws the card from the workspace, so when you change price, dates or legends here, the company's site updates with it.
Script embed
<script src="https://sprowtt.com/widget/tombstone.js" data-offering="your-offering" async></script>iframe embed
<iframe src="https://sprowtt.com/embed/your-offering" title="Offering notice" width="420" height="640" style="border:0" loading="lazy"></iframe>Hosted subdomain (DNS)
raise.yourdomain.com CNAME raise.sprowtt.comThe gate
What each room shows in public, and what it never shows
The rule is enforced where the card is built, not in the instructions. Somebody pasting the snippet in the wrong place cannot turn a private offering into a public one.
| Room | Renders on a public page | Legend carried on the card |
|---|---|---|
| Rule 506(b) invite room | Never — invitation token required | Private offering. Access by invitation only. This material is not an offer to the public and may not be reproduced or forwarded. |
| Rule 506(c) offering | Yes | Offered only to accredited investors under Rule 506(c). The company is responsible for verifying accredited status. Not an offer where prohibited. |
| Regulation A test the waters | Yes | Testing the waters under Regulation A. No money or other consideration is being solicited, and if any is sent in response, it will not be accepted. No offer to buy the securities can be accepted and no part of the purchase price can be received until the offering statement is qualified, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. An indication of interest involves no obligation or commitment of any kind. |
| Rule 147A intrastate room | Yes | Sales will be made only to residents of the company's state of residence. Offers may be viewed elsewhere. This is not an offer to sell to a non-resident. |
The card shows live numbers from the workspace
Price, dates and legends come straight from the workspace every time the card renders.
What Sprowtt Does
What Sprowtt does — and what it does not do
Sprowtt provides software as a service (SaaS) and administrative workflow tools. Nothing on this website is an offer to sell, or a solicitation of an offer to buy, any security; investment, legal, tax, accounting, or financial advice; or a recommendation of any company or investment. Any securities offering is made solely by the company raising capital through its own offering materials and applicable law. Through this website, Sprowtt is not acting as a broker-dealer, investment adviser, bank, escrow agent, or registered federal funding portal. Sprowtt is not intended to receive or custody investor funds through this SaaS platform. Any AI tools are for companies only and are never used to communicate with investors or to influence an investor's decision. Companies and their counsel remain responsible for structure, disclosures, filings, investor eligibility, payment and escrow arrangements, and legal compliance.
Sprowtt's role
Sprowtt provides configurable software and administrative workflow tools. The platform is designed to help authorized users organize information, manage access, maintain workflow records, and present company-approved materials.
What Sprowtt does not do
Sprowtt does not determine whether a company qualifies for an exemption, approve offering materials, determine investor suitability, verify legal compliance, recommend an investment, negotiate a transaction, or guarantee an offering outcome. Completing a platform step is not SEC approval of an offering.
Investor notice
Access to information through this workspace is not an offer to sell securities or a solicitation to buy securities. Any offering, if made, is made only by the company raising capital under definitive offering materials and applicable law. Investments in private and exempt offerings involve substantial risk, including possible loss of the entire investment, limited liquidity, and restrictions on resale. Review all offering materials carefully and consult your own legal, tax, and financial advisers before making an investment decision.
Related organizations
StateCF (statecf.com) is a DBA of Sprowtt Inc. and a Florida OFR-registered intermediary. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. StateCF runs under its own terms and disclosures, and this SaaS website is not StateCF. Sprowtt CF (sprowttcf.com) is a separate organization: a federally regulated funding portal and a FINRA member, under its own terms and regulatory status. This SaaS website is not Sprowtt CF.
Sprowtt Inc. and its related organizations may share common ownership. None has a cross-promotion, affiliate-marketing or referral agreement with another; none shares investor lists, investor information or promotions with another; and none promotes or recommends another's offerings, services or programs. Each provides its services under its own terms, policies, regulatory status and operational controls, and a licence or registration held by one does not extend to this SaaS website.
Related organizations, each under its own terms
Which site you are on
StateCF.com
A DBA of Sprowtt Inc., and a Florida OFR-registered intermediary for Chapter 517 intrastate offerings. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. It runs under its own disclosures, eligibility rules and terms. Do not treat sprowtt.com as StateCF.
Sprowtt CF
A separate organization: a federally regulated funding portal and a FINRA member, under its own disclosures, terms and regulatory record. Do not treat sprowtt.com as Sprowtt CF.
Capital Forge League
A separate organization: a 501(c)(3) educational league. It does not host securities offerings and is not a fund.
Sprowtt Echo System
A related Sprowtt property. Not a funding portal and not this workspace.
Clickwrap
Terms accepted once, on your profile
Terms and conditions
These are the terms and conditions for Sprowtt.com. Checking the box and clicking I agree is clickwrap. Staying on a page is not acceptance. By agreeing you accept the full Terms of service at sprowtt.com/terms and acknowledge the Privacy policy at sprowtt.com/privacy, in the version shown below. They cover what Sprowtt does today and what it may add later, so a planned feature does not need a new acceptance when it is switched on.
Sprowtt is software as a service (SaaS). This website is not operated as a registered federal funding portal, broker-dealer, or placement agent. Sprowtt never finds, matches, meets or solicits investors.
AI tools. Any AI tools Sprowtt provides are for companies and their counsel only, for their own information and to help them run their deal room: preparing, organizing and checking their offering materials. Sprowtt does not use AI to communicate with investors, to recommend or rate any offering to investors, or to influence any investor's decision to buy a security. Anything a company publishes is the company's own statement, reviewed and adopted by the company and its counsel.
StateCF (statecf.com) is a DBA of Sprowtt Inc. that runs under its own terms. Sprowtt CF (sprowttcf.com), a federally regulated funding portal and a FINRA member, is a separate organization under its own terms. They may share common ownership with Sprowtt, but none cross-promotes, refers to or shares investor lists with another. Do not treat this site as either.
Investors in a company's offering belong to that company. They are nobody else's investors. Sprowtt handles their details only to run that company's workspace.
You license a workspace. Companies remain responsible for their securities communications. Sprowtt is not intended to receive, custody or control investor funds. Cancel anytime. Fees are not based on the amount raised.
Billing. The subscription is billed monthly, in advance, and each invoice is due on the first day of the period it covers. Any use that runs into a new month is billed as that full month; there are no partial months and no proration. You may instead prepay 3 months or 6 months up front at a discount; the discount in force is shown on your billing page. There is no activation fee and no success fee.
Non-payment. If the monthly subscription is not paid, Sprowtt will suspend the offering on its platform: the offering's card and deal room stop taking new reservations and subscriptions, and the workspace stays readable, with an export. The company agrees to treat non-payment, and the suspension that follows, as a change in a material fact about its offering. Sprowtt may tell the offering's investors and counsel that the offering is suspended on Sprowtt because the subscription fee is unpaid.
Records. Nothing in Sprowtt is ever deleted. Records are only archived, kept in folders, for regulatory and legal record-keeping. You can ask for your personal information to be corrected.
Investor education
This investor education is required before you use an investor workspace. It is education, not investment advice, and not a recommendation of any offering.
Private placements under Rule 506(b), Rule 506(c), Rule 147A and Regulation A workflows are speculative. You can lose all of the money you indicate or invest. These securities are typically illiquid. There may be no market.
A reservation in this software is an indication of interest, not a purchase. In a Regulation A test-the-waters room it involves no obligation or commitment of any kind, and no money is taken. In other rooms it is not a commitment unless the company's own documents say otherwise. Sprowtt does not offer you securities and is not intended to hold your funds.
For Rule 506(c), the company is responsible for taking reasonable steps to verify accredited status; a vendor may assist. For Rule 506(b), general solicitation is not permitted and any relationship analysis is fact-specific. Regulation A reservations (indications of interest) are non-binding. Read the company's PPM or offering circular before you decide.
Every named acceptance in the product
Each one is a code, a version and a timestamp stored on the person. Current version 2026-10-13.1. The markup is real: the box is required, and the button stays dead until it is checked.
| Code | Where | What they are agreeing |
|---|---|---|
site-terms | Site terms | I have read the terms and conditions and the privacy policy. This is a SaaS application, not a registered federal funding portal. Checking this box and clicking I agree is my act. |
investor-education | Investor education | I have completed the investor education. I understand private securities are risky and illiquid, and Sprowtt is not offering me securities. |
issuer-create | Create offering | I am creating this offering in a SaaS application. Sprowtt is not my portal, not my broker, and is not offering these securities. |
issuer-publish | Publish notice | I understand this notice is the company's, rendered by a SaaS application onto the company's own page. Checking this box is required to publish. Sprowtt is not soliciting the purchase. |
issuer-billing | Subscription | I understand this is a monthly software subscription. Fees are not based on the amount raised. Sprowtt is not intended to receive or custody investor funds. If the subscription is not paid, Sprowtt will suspend the offering on its platform and may tell its investors and counsel why, and the company will treat that as a change in a material fact about its offering. |
investor-indicate | Make a reservation | I am making a reservation (an indication of interest) in the company's offering, not buying from Sprowtt. In a Regulation A test-the-waters room this involves no obligation or commitment of any kind; in other rooms it is not a commitment unless the company's own documents say otherwise. |
investor-ppm | Acknowledge PPM | I acknowledge the company's private placement memorandum (or equivalent) as presented in this workspace. |
investor-506c | 506(c) accreditation | For Rule 506(c), I understand the company is responsible for taking reasonable steps to verify accredited status. A vendor may assist. The platform may retain verification-status records subject to the company's process. |
investor-147a | Residency method | I am a resident of the company's state and I have told the company which method it may rely on. I understand Sprowtt stores the method and does not certify my residency. |
The markup, for reference
<label data-sprowtt-clickwrap="site-terms">
<input type="checkbox"
name="sprowtt_site_terms"
data-code="site-terms"
data-version="2026-10-13.1"
required>
I have read the terms and conditions…
</label>
<button type="submit" data-sprowtt-act="site-terms">I agree</button>Platform Access Assessment
Find the right workspace for your company
A short questionnaire that helps us understand your organization and set up the right workspace. It is not a licence, a registration or a regulatory approval of any kind.
What it looks at
- Entity, formation state, document number, and whether the record supports what the offering says
- The industry code, because that is what makes a peer comparison meaningful instead of decorative
- Whether the company has filed before — Form C, Form D, Form 1-A, an S-1 — and what happened
- Financial traction, the documents that exist, and the ones that do not yet
- The ask, against what comparable filings actually raised
What you get back
A checklist with the gaps named. Where comparable public filings exist, the comparison is shown as data, for the company and its counsel to weigh — not as an opinion about the offering.
The weighted score behind it is an operator tool. It is not shown on the company's screen, because a number invites an argument about the number instead of work on the file.
Every offering type, and where it runs
- Rule 506(b)Private offering to people the company already knowsRuns in Sprowtt
- Rule 506(c)General solicitation, every investor verified as accreditedRuns in Sprowtt
- Regulation ATesting the waters: reservations only, no money takenRuns in Sprowtt
- Rule 147AFederal intrastate exemption, with the state's own rulesRuns in Sprowtt
- Florida Invest Local and Limited OfferingFlorida's own exemptions (s. 517.0612 and s. 517.0611)Runs on StateCF.com
- Regulation CFFederal crowdfundingThrough a registered funding portal
Florida eligibility details
Florida companies can conduct Invest Local (s. 517.0612) and Limited Offering (s. 517.0611) raises on StateCF.com. Invest Local does not require an intermediary; a Limited Offering of $2.5 million or more must use a registered dealer or intermediary. StateCF.com is a Florida OFR-registered intermediary. Registration does not imply that such person has been sponsored, recommended, or approved by the state or an agency or officer of the state or by the United States or an agency or officer of the United States. Rule 147A needs a principal place of business in Florida plus one doing-business test: 80% of revenue, 80% of assets or 80% of net proceeds used in Florida, or a majority of employees based there. Florida adds its own tests for the company: Invest Local requires a for-profit entity registered with the Florida Department of State with its principal place of business in Florida, and a Limited Offering requires revenue derived primarily from Florida operations. Registering to do business, filing a notice or spending proceeds in Florida does not by itself make a company eligible. StateCF can explain the pathway but cannot promise eligibility.
StateCF, a DBA of Sprowtt Inc., runs under its own terms and registration.