The Private-Round Filing Reference: What Each Field Proves About a Raise

This reference is for early-stage investors, fund platform and talent partners, and angels who have a startup's public financing filings open and need to know what each line proves before it goes into a memo or a sourcing queue. It covers the US Form D and its amendments, the UK SH01, confirmation statement and PSC register, the German Gesellschafterliste, and the Delaware restated charter. For each field you get what it proves, how it misleads, and the check that settles it, plus a procedure for turning filed numbers into a round size and implied post-money with an honest error band.

Which filing answers which question?

No single filing gives you a round's size, price, timing and holders at once. The Form D gives a dated snapshot of dollars sold and the names of insiders. The UK SH01 gives shares and price within a month but no holder names. The German shareholder list names every holder but not the price. The Delaware charter holds the share-class terms that drive valuation.

Four terms first, each in one sentence:

• Form D is the notice an issuer files with the SEC when it sells securities under a Regulation D exemption. D/A is an amendment to it.
• SH01 is the UK return of allotment, which records new shares issued by a company.
• PSC (person with significant control) is the UK register entry for holders above 25%. CS01 is the annual confirmation statement, which carries the shareholder list.
• Gesellschafterliste is the shareholder list a German GmbH files with the commercial register.

The clocks matter as much as the contents. Each filing comes due at a different point after the money moves, and only some of them name the people who paid.

For the Form D, the "date of first sale" is the date the first investor became irrevocably contractually committed to invest. If day 15 falls on a weekend or holiday, the deadline moves to the next business day. So a Form D can appear before the round is announced, which makes it a sourcing signal. It can also appear long after the announcement, or never.

Form D and D/A fields: what each line proves

A Form D proves that an issuer claimed a Regulation D exemption and, as of the filing date, had sold a stated dollar amount of a stated security type to a stated number of investors. It does not prove the final round size, the price per share, or who invested.

Item 13: offering amount versus amount sold

The offering amount is what the issuer plans to sell. The amount sold is what it had sold on the filing date, and that figure can include cash, other consideration, and future cash due under mandatory capital commitments. The second is the number people quote. It is also the number most likely to be stale.

An issuer must file a D/A for three reasons only:

1. To correct a material mistake of fact or error.
2. To reflect a change in the information filed, if the change happens before the offering ends.
3. Once a year, if the offering is still open.

Changes in the number of investors or the amount sold do not trigger an amendment, and neither does an offering-amount change within 10%. The SEC also dropped the old requirement to file a final Form D within 30 days of the final sale. In its own words, it has "no definitive information on the final amounts raised."

How much money shows up only in amendments is measurable for Rule 506(b) offerings. The SEC's DERA (Division of Economic and Risk Analysis) published these figures:

The amendment share is my own calculation: D/A dollars divided by initial plus D/A dollars. Read it carefully. The amendment dollars include funds reporting net asset value as the amount sold, which inflates the later column. The direction still holds for operating companies: if you read only the first filing, you undercount.

Item 3: related persons and board seats

Item 3 lists executive officers, directors and promoters. A promoter is anyone who acted as one, directly or indirectly, within five years of the later of the first sale or the date the Form D was due. A new name on a D/A has three possible readings. It may be a new director, which is consistent with an investor taking a board seat. It may be a new officer. Or it may be a promoter with years-old involvement. The form does not say who appointed a director or whose fund they represent.

Two rules of thumb. First, read the relationship box before you read the name. Second, remember that Item 3 only updates through a D/A while the offering is open, so a board change after the offering closes may never appear. Item 3 gives you a name and a box, not a current role. Refolk resolves that name to a current profile across LinkedIn, GitHub and the open web, which is how you find out whether the new director is a partner at the lead fund or an operator.

Item 9: where SAFEs and notes hide

Item 9's check boxes cover equity, debt, options or warrants or other rights to acquire another security, securities acquired by exercising an option or warrant, and pooled investment fund interests. SAFEs end up in the "other" category, described in free text. Always read that text. A raise that looks like equity in a scraped export can be a SAFE or a convertible note, which carries no price per share.

The sales-compensation item

The form has an item listing persons who receive sales compensation, such as brokers and finders. I have not confirmed its current item number. An SEC proposal numbered it differently, and secondary sources disagree about what Items 15 and 16 cover. Before you cite an item number in a memo, open the form instructions on the SEC site and read the heading yourself.

When there is no Form D

The two estimates measure different populations. They agree on one thing: a missing filing is not evidence that no round happened. Hanley and Yu also found that filing rates fell after the SEC required electronic filing.

How to remove fund and SPV filers from a Form D feed

Strip any filing whose Item 9 checks "Pooled Investment Fund Interests" or whose industry group is a fund category. If you skip this step, an unfiltered Form D feed is mostly fund money, and a single fund's annual amendment can look like the largest startup round of the year.

The last row is pooled-fund dollars divided by the total. It is an upper bound, because DERA gives the totals as "more than". The share of filings (rather than dollars) made by funds is not established publicly.

An unfiltered Form D feed is a fund feed with a few startups in it.

The mechanism behind the distortion is documented. The SEC has noted that a number of pooled investment funds appear to report their net asset values as the total amount sold in their annual amendments. That number measures the size of a fund, not money raised. SPVs (special purpose vehicles, single-deal funds that pool investors into one company) also file as pooled funds, and their filings name the vehicle rather than the startup. When an SPV filing references a company you track, treat it as a lead to check, not as the company's own round.

For scale on the operating-company side: in one twelve-month SEC tally of the non-fund Regulation D market, cited in a public offering filing, issuers raised about $378B under 506(b), $24B under 506(c), and $300M under 504. So most of the startup filings you keep will claim 506(b).

UK SH01, confirmation statement and PSC: what each line proves

In the UK, a round's size and price are public within a month of the allotment. The holders' names can stay off the record for up to about 12.5 months unless someone crosses 25%. The SH01 is the fastest UK signal and the least informative about people.

SH01 implied valuation calculation

The SH01 records currency, class, number, nominal value, amount paid and amount unpaid for the shares allotted, plus the prescribed particulars of each class, such as voting rights. Its statement of capital must show the new totals across all classes. Two calculations follow from it:

• Round cash = shares allotted × amount paid per share, summed across the allotments in the round and excluding any allotment made for non-cash consideration.
• Implied post-money (low) = amount paid per share in the new allotment × total shares in the post-allotment statement of capital.

Several allotments can share one SH01, provided it is filed no later than one month after the first of them. So one form can bundle a first and second close. Read the allotment dates. An SH01 also does not transfer ownership on its own. The company's register of members does that.

Why the names lag

The SH01 does not require the names of any new shareholders. A holder who crosses 25% must be notified on a PSC filing within 14 days of the event. Everyone else waits for the confirmation statement, which is due at least once every 12 months, within 14 days of the end of the review period. That gives a ceiling of about 12.5 months.

To find startup investors from Companies House filings faster than the CS01 cycle, run the process the other way round. Start from companies that just filed an SH01, then look for the people around them. The round's size and price are already public, so the names are the only missing piece.

German Gesellschafterliste and Delaware restated charter: what each line proves

Germany works the other way from the UK. The GmbH shareholder list names every holder with their stake, free to anyone, without undue delay, but carries no price. A Delaware restated charter (the certificate of incorporation as restated) carries the class terms that decide what each share is actually worth. It is the only filing that shows why one class of shares is worth more than another.

Reading the Gesellschafterliste

Under §40 GmbHG, the list carries each shareholder's surname, first name, date of birth and place of residence, plus nominal amounts, serial numbers and percentage stakes. Corporate holders appear with firm name, registered seat and, where the law provides for it, the register court and register number. The list must be refiled without undue delay after a change takes effect. If a notary was involved, the notary files it. Anyone can view and download the current list from the commercial register's document view free of charge without registering.

The list has legal weight. Under §16 GmbHG, only holders entered in the filed list count as shareholders toward the company, which gives new investors a reason to get onto it quickly. Short gaps right after a share sale are still possible. When the list and the announcement disagree within days of a deal, re-pull it before you conclude anything.

Reading the Delaware charter

Gornall and Strebulaev took the contractual terms of unicorns from their Certificates of Incorporation and built a method to reconstruct each company's capital structure. That method is the reference approach for any valuation claim. I have not verified where the original issue price and authorized share counts sit in a typical charter, or how to order a copy, so read the document's class definitions directly and confirm the ordering route with the Delaware registry. Some databases also date rounds by the charter filing date, which differs from both the close and the announcement.

How to compute round size and implied post-money with an error band

State a round size as the sum of cash allotments on the filings, and state post-money as a low-to-high band. The low figure prices only issued shares. The high figure prices fully diluted shares at the newest price, and that high figure itself overstates fair value. No published net error band exists for these estimates, so the honest output is a band plus the direction of each error.

The errors pull in opposite directions:

• Understates: an implied post-money built from issued shares leaves out the unallotted option pool.
• Overstates: pricing every share, common included, at the newest preferred price ignores the extra protections preferred classes carry.
• Overstates cash: amount paid × share count counts non-cash allotments, such as a director's loan converted into shares, as new money.

One worked case from their analysis: Square's Series E implied a $6B post-money against a modeled fair value of $2.2B. Their sample was unicorns, so it does not set an error band for a seed round. It does fix the direction of the error. The more senior and protected the newest class is relative to the rest, the more the headline figure overstates.

Company (legal entity):
Registry ID (EDGAR filer / Companies House no. / HRB no.):
Brand name:

US - Form D sequence
Filing | Filing date | Item 13 offering amt | Item 13 amount sold | Item 14 investors | Item 9 type
D      |             |                      |                     |                   |
D/A    |             |                      |                     |                   |
Latest amount sold (snapshot as of filing date):
Earliest possible first-sale date (first filing date minus 15 days, if filed on time):

UK - SH01 sequence
Allotment date | Class | Shares allotted | Amount paid per share | Non-cash? (Y/N)
Round cash = sum(shares allotted x amount paid), non-cash lines excluded:
Statement of capital total shares after allotment:
Low post-money = price paid x statement-of-capital total:
Unallotted option pool (if disclosed):
High post-money = price paid x (statement total + pool):

Band statement:
Low omits the option pool. High prices every share at the newest price and overstates fair value (unicorn sample: 48% on average).

Step-by-step: from a brand name to a memo-ready round record

Run these seven steps in order. The first four take under an hour. Naming holders can take days or more than a year. The charter check takes hours and is worth it only when a valuation claim matters to the decision.

Notes on the steps that go wrong most often:

• Step 1. Most "missing" filings are filed under a legal name nobody searched. Start with matching the legal issuer to the startup, before any number.
• Step 3. The latest amendment is not necessarily a notice of the final close. It may be the annual D/A of an offering that is still open.
• Step 5. This is where company-level numbers become people. Item 3, PSC entries and the shareholder list give you names. Refolk turns those names into current roles and reachable profiles, and that is what a sourcing queue actually needs.
• Step 7. No study measures the typical gap between announced and filed amounts, so do not apply a standard discount. Explain each gap one by one.

The order is disputed. Investor-facing guides start with the filing. Funding-history guides start with a database and the announcement and use filings as a backstop. I start with the filing, because the announcement is the claim being tested. If you start from the press release, you tend to stop searching once a filing roughly agrees with it.

How filings mislead: failure modes and false positives

Most filing errors are not fraud. A correct field gets read as something it never claimed to be. The eight below cover nearly every bad memo line I have traced back to a filing, and each comes with the check that catches it.

1. Amount sold frozen at the first close. Changes in the amount sold do not force a D/A, so a $2M figure can sit on file while the round reaches $8M. Check: wait for the annual D/A, or size the round from the SH01 or the charter.
2. Fund NAV recorded as amount sold. A fund's annual amendment makes the filing look like a huge raise. Check: Item 9 for pooled fund interests, before you look at any dollar figure.
3. No Form D read as no round. Firms with more proprietary information, early-stage firms, and companies in biotech, pharmaceutical and high-tech industries are less likely to file. Rounds that are larger or already in the press file more often. So missing filings skew toward the early-stage rounds that seed investors source. Check: legal-entity search, then UK, German or charter records.
4. Non-cash consideration read as cash. On an SH01, amount paid × share count overstates new money when shares were issued for something other than cash, such as converting a director's loan into shares. Check: board minutes or the press release.
5. Post-money off in either direction. Issued shares alone understate fully diluted value. Pricing all shares at the preferred price overstates it, by 48% on average in the unicorn sample. There is no published net error. Check: report the band from the worksheet, never a point estimate.
6. A promoter read as a new director. A new Item 3 name can be a promoter from up to five years back. Check: the relationship box, then the person's current role.
7. A lagging shareholder list read as final. A Gesellschafterliste can trail a share sale by a short gap. Check: re-pull the current list a few days later before concluding a holder exited or never entered.
8. Filing date read as round date. Filings can be timed on purpose to come out after the announcement. TechCrunch has documented a founders' playbook for delaying filings. Databases also differ on whether a round's date is the close, the announcement, or the charter filing date. Check: record which date each source uses, and work out the earliest possible first sale from the 15-day rule.

Failures 1 and 8 interact. A deliberately delayed filing that also reports only the first close can make a large, months-old round look small and fresh. When the filing sequence and the press timeline disagree by more than the 15-day window, treat both numbers as unconfirmed.

Keeping a round record current

A round record goes stale on known clocks: the annual D/A for open US offerings, the confirmation-statement cycle and PSC notices in the UK, and the next shareholder-list filing in Germany. Set re-checks against those clocks rather than re-reading everything on a schedule.

Mechanisms to watch, with how to re-check each:

• Open US offerings must file a D/A annually. Diary a re-pull for one year after the latest filing. If no D/A appears and the company keeps raising, the offering may have been treated as terminated.
• UK confirmation statements are tied to each company's review period. Look up the next due date on the company's filing history and re-pull the shareholder list once it passes.
• UK director identity verification. Companies House is phasing in identity verification for directors, with a transition period after which a confirmation statement is rejected unless every director is verified. Check the current status on Companies House guidance, because a rejected CS01 delays the shareholder list you are waiting for.
• German shareholder lists change whenever ownership changes. Re-pull after any announced transaction, and again a few days later to cover the post-sale gap.
• Sourcing queues built from new allotments decay fast. A query such as the UK fintech one above is worth re-running on the same cadence as the SH01 deadline, so Refolk surfaces the next month's issuers before their investors are named anywhere.

Round: [legal entity name], [security type from Item 9 or SH01 class]
Size: [amount] per [filing type, ID, filing date]; snapshot as of filing date, not a closing total.
Price: [price per share] per [SH01 / charter]; implied post-money [low] to [high] (low = issued shares only; high = fully diluted at newest price, overstates fair value).
Names: [names and roles] per [Form D Item 3 box / PSC01 / CS01 / Gesellschafterliste], as of [date].
Not established: [final close amount / holders below 25% / non-cash consideration / sales-compensation item number].
Press figure: [amount]; [matches / above / below] filed figure; reason: [running total / debt / extension / timing / unexplained].