Regulatory scope
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 one 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
Accepted once, on the profile — not at the door
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>