Solutions
Built for the company, and for the counsel beside it.
Companies, their securities counsel, advisors and investor relations teams work from the same record, under the state or federal rules that apply to the offering.
For Companies
Run your offering from one place
For companies managing a raise with their counsel: the materials, the access, the communications and the records, organized in software you control.
What your team does in Sprowtt
- Build a deal room for the exemption your counsel has chosen, section by section
- Upload offering documents with an audience for each, and keep every version
- Invite the people you are permitted to invite, and see who has access
- Put the offering notice on your own website where the exemption permits it
- Send material-change notices and record who reconfirmed or cancelled
- Turn on investor updates, write them, and send them yourself to people already in your deal room — with your counsel reviewing each one first if you choose
- Hold your own investor conferences by video or other methods, and keep the recordings with the file
- Record payments that arrive at your own bank against each subscription
- Keep the cap table and the filings tracker with the file
What stays with you and your advisors
The offering is yours. You and your counsel decide the structure, write the disclosures, determine who may invest, make the filings, and choose the bank or escrow agent that receives investor funds. Sprowtt organizes the work and keeps the record; it does not do any of those things for you.
What it costs
A flat monthly subscription, with pricing sent to a confirmed email address. No activation fee, no success fee, and never a percentage of what you raise.
For securities counsel
A live window into the offering—while it is still running.
Counsel should not learn about a problem at closing, or after the investor suit. Sprowtt lets you see invitations, room access, document versions, and holds as the raise proceeds.
Why this page exists
Counsel gets a real-time window into the offering while it is being conducted. Professional-liability insurance pays after that window has closed. Sprowtt is the window.
While the raise is live, your firm's seat shows who was invited into the deal room, which documents changed, who is in the room and at what status, and whether a hold is on the file. Issues that become malpractice files are visible while they can still be fixed.
Intake you can defend
The company enters its profile, its officers, directors and 20%-or-more holders, and each offering's exemption. Records are kept, never deleted.
Exemption settings on the record
Each deal room is built for its exemption. A Rule 506(b) room opens by invitation only, and the exemption locks once the notice is published.
Activity, not recollection
Publishing, holds, investor entries, reservations, subscriptions and 506(c) accreditation decisions are time-stamped in a log counsel can export as CSV.
What Sprowtt does not do
We don't paper the offering.
Your firm drafts the documents. Sprowtt holds them, keeps every version, and logs who opened each one.
We don't opine on exemption availability.
The exemption is your call. Each deal room simply enforces the settings chosen for it, such as invitation-only access for a Rule 506(b) room.
We don't find, match or contact investors.
The company's investor list belongs to the company.
We don't take a percentage of the raise.
Flat monthly software. Sprowtt's fee does not depend on whether, or how much, the company raises.
Your firm remains counsel of record.
Your seat, holds and sign-offs sit on the file, with a dated record you can export.
Software, not a participant in the offering.
See the audit trailWhat your firm's seat does
See it live
Offering status, the investor register and document versions, plus every section or investor update waiting on you, update as the raise runs.
Hold the raise
Counsel review and holds sit on the file. A hold takes the notice down and stops new reservations and subscriptions; a blocked section stops publishing.
Hand over the record
Activity logs outlive inboxes. Export the audit log and a binder of sections, documents and investors for co-counsel, a carrier, or a receiver.
What LPL carriers already ask
Lawyers' professional-liability policies respond when the firm is sued—not when the company raising capital commits fraud. Insurer surveys rank corporate and securities work among the most severe sources of claims. The questions at renewal and in discovery are the same: who did you accept, how were investors checked, who saw which draft, and can you prove it. Sprowtt answers the ones about the offering with a dated record: who was invited, which documents changed, and when each step happened. In a Rule 506(c) offering it also shows how each investor was verified (a provider or an attorney's or CPA's letter), when the company accepted it, and when the 90 days run out. It is not insurance, and it does not change your coverage or your premium.
Transactional work, incl. corporate and securities, dominates claim volume and severity.1
EPIC Insurance Brokers, 16th Annual LPL Claims Survey (May 2026)
Insurers report more firms sued over a client's alleged crimes, not their legal advice.2
Ames & Gough, 2024 LPLI Claims Survey
11 of 13 insurers covering 80%+ of the Am Law 250 took part in a $100M+ payout in 2 years.3
Ames & Gough, 2024 LPLI Claims Survey
ABA Model Rule 1.16(a), amended Aug. 2023: inquire into and assess each representation.4
American Bar Association, Revised Resolution 100 (Aug. 2023)
Sources: EPIC Insurance Brokers, 16th Annual Lawyers' Professional Liability Claims Survey, as announced May 22, 2026; Ames & Gough, 2024 Lawyers Professional Liability Insurance Claims Survey (2024); American Bar Association, Model Rule of Professional Conduct 1.16(a), as amended by Revised Resolution 100 (August 2023). This is the ABA's model rule; each state adopts its own rules. Sprowtt does not sell insurance.
“Eight out of thirteen insurers reported higher claim frequency this year, which is a clear signal that the market has shifted.”
“What's most troubling about conflicts is that nearly all law firms are well aware of their potential risks and now have procedures and practices in place to avoid them.”
“There's a greater willingness for clients to turn against their lawyers.”
Book a counsel walkthrough
We will show you the review queue, a hold, the binder and the audit export on a sample workspace.
Pricing is a flat monthly subscription, never a success fee or a share of the raise. Pricing
Sprowtt provides software. It does not sell insurance, practice law, or act as a broker-dealer. Counsel remains responsible for the offering.
For Advisors & Legal Teams
For the professionals who run offerings for their clients
The company runs it. Its securities counsel reviews it. Sprowtt supplies the tools and keeps the record — with one seat for counsel across its client workspaces.
For counsel
- Every offering on your firm's seat in one queue — up to 3 offerings on the counsel-firm plan
- Only your firm's client companies: changing the web address does not change the firm
- Clear a deal-room section, or block it with a reason the company can act on
- Put a whole offering on hold with a reason: the website notice comes down, and it cannot be published again until you clear the hold
- Approve or return a company's investor update with a note, when the company turns on counsel review; only an approved update can be sent, and the company still sends it
- Assemble a closing binder — one dated file of sections, documents, the investor register and timestamps
- Export the offering's audit trail as a CSV file
What the software refuses to publish
- A notice for an offering that is a draft, in review, closed or archived
- A notice while counsel has a hold on the offering, or while the subscription is unpaid
- A Rule 506(b) notice on any public page — it appears only through the person's own invitation link
- A subscription or payment on a test-the-waters page, which takes reservations (non-binding indications of interest) only
- A notice to investors containing guaranteed returns, risk-free claims, a regulator described as approving the offering, a specific percentage return, pressure language or a comparison to a famous company
Filings
- A tracker for Form D and its amendments, Form 1-A, state notices, the Florida section 517.0611 notice and blue-sky filings
- Each filing's status — to prepare, drafted, with counsel, filed or not required — with the file number and date
- Form D's due date is set at 15 days after the first sale you enter, not typed in
- Sprowtt files nothing. Counsel files.
For accountants and transfer agents
- The company's books: capital raised, offering costs, expenses and refunds by month and quarter, exported as a general journal and a summary for the accountant
- The cap table, exported for a transfer agent with the shareholder register
- Payments recorded against each subscription: received, subscribed and still to arrive
For administrators
- Administrator seats scoped to a city or a law firm by the profile, never by the web address
- Up to 15 seats, assigned by the Super Admin; an invitation expires after 7 days
- Suspending an administrator signs them out of every session at once
- In production, administrator screens stay closed until two-factor sign-in is switched on
For Investor Relations Teams
Keep investors informed, with a record of every message
For the company's own team that keeps its investors informed: material-change notices, investor updates, conferences and the investor list in one workspace, with a record of who was told and how they answered.
What your team can do
The company holds its own investor conferences by video or other methods, and writes and sends its own updates, 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.
- Keep each offering's people in one list, each with a status: invited, viewing, reserved, subscribed, paid, cancelled, closed or refused
- Post a material-change notice to everyone who has made a reservation, subscribed or paid
- Ask for reconfirmation by a date, and see who reconfirmed, who cancelled and who has not answered
- Schedule presentations, one-to-one meetings and question-and-answer sessions, from 15 minutes to 4 hours, recorded if you choose
- Keep recordings with the offering file; an investor can replay only a conference they were invited to
- See how many times each document was opened and downloaded, version by version
How an investor update works
- Investor updates are off until the company turns them on; the company can turn them off at any time
- The company writes the update and picks the deal room, and, if it wants, a subset by status. It goes only to that room's own investors and invitations — never to an uploaded, bought or cold list, and never to the public
- The same language check as a material-change notice runs before Send, with each exemption's rule on screen
- The company ticks that it is sending on its own behalf, and presses Send. If it turned on counsel review, only an update its counsel approved can go
- Each email names the company as the sender, sends replies to the company, carries its postal address and an unsubscribe link; an unsubscribe is honoured on every later update
- Limits per company per hour and per day, and per person, keep it from being used as a mailing tool
How a material-change notice works
- You write what changed and pick the deal-room sections it touches
- Before it goes out, the text is 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. A test-the-waters notice is also checked for invitations to buy and for commitment language. A notice that fails comes back to be rewritten.
- It reaches every person on the offering who has made a reservation, subscribed or paid, in their own account
- If you ask for reconfirmation, you must give a respond-by date
- Each person reconfirms or cancels. A cancellation changes their status to cancelled.
- Every step is written to the offering's audit trail
Meetings and recordings
Live video runs through a connected video provider. Without one, a meeting can still be scheduled and a recording added later by link. An investor can replay a recording only for a meeting they were invited to, and each of those replays is logged against the offering.
What stays with the company
The content of every communication, who receives it, and whether it is appropriate under the offering's exemption belong to the company and its counsel. The workspace keeps the record; it does not decide what may be said.
State Offering Workflows
Offerings made inside one state
For offerings made inside one state: Rule 147A intrastate files, state notice-filing trackers, and pointers to the right place when a registered dealer or intermediary is required. Rule 147A is a federal rule; an intrastate offering relies on it together with the state's own exemption.
What Sprowtt handles
- A Rule 147A room type, with its own required sections and the in-state legend on its notice
- A filings tracker for state notices, the Florida section 517.0611 notice and blue-sky filings, alongside federal Form D, its amendments and Form 1-A
- Form D's due date set at 15 days after the first sale entered, so the date cannot drift from the facts
- Each filing's status — to prepare, drafted, with counsel, filed or not required — with the file number and date
- A dated closing binder built from what is already in the workspace — the company or its counsel files; Sprowtt files nothing
What a Rule 147A room requires
11 of the deal room's sections must be complete before a Rule 147A notice can go live: summary, the business, products and services, management and board, use of proceeds, financial condition, risk factors, terms of the offering, how to subscribe, residency, and related-party transactions.
The notice carries this legend: sales will be made only to residents of the company's state of residence; offers may be viewed elsewhere. The software does not certify anyone's residency.
When a registered intermediary is required
- Florida intrastate offerings
- 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 cannot promise eligibility.
- Federal crowdfunding
- Regulation Crowdfunding requires a registered funding portal. This software is not one.
Raising under a federal exemption instead
Federal Offering Workflows
Rule 506(c), Rule 506(b) and Regulation A, step by step
What the company does in its Sprowtt workspace, and what its securities counsel does, for each federal exemption Sprowtt supports, including testing the waters under Regulation A. The company runs its own offering, its counsel reviews it, and Sprowtt supplies the tools and keeps the record.
Rule 506(c)Advertised openly, sold only to accredited investors
Rule 506(c) of Regulation D (17 CFR 230.506(c)) has no limit on the amount raised and allows general solicitation, so the company may advertise the offering openly. Every purchaser must be an accredited investor, as defined in 17 CFR 230.501(a), and the company must take reasonable steps to verify that each one is.
The rule lists ways to verify that are not the only ones allowed: reviewing IRS forms for the two most recent years with a written representation; asset and liability documents dated within the last three months plus a credit report; a written confirmation dated within three months from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney or a certified public accountant; or a representation from a person the company verified within the past five years (230.506(c)(2)(ii)).
In the SEC staff no-action letter, Latham & Watkins LLP (March 12, 2025), SEC staff said a company is viewed as having taken reasonable steps to verify when it requires a minimum investment of at least $200,000 from an individual, $1,000,000 from an entity accredited by its assets, or $1,000,000 or $200,000 for each equity owner from an entity whose equity owners are all accredited; obtains written representations that the purchaser is accredited and that the minimum investment is not financed in whole or in part by any third party for the specific purpose of the investment; and has no actual knowledge of facts to the contrary. A staff letter is not a rule; the company's counsel decides whether to rely on it.
Sprowtt does not verify accreditation. The company verifies each purchaser itself, with its own verification provider or by its own reasonable steps, and its counsel decides what is enough. In the deal room the investor can send a provider's letter or an attorney's or CPA's letter, or, where the company has set a minimum that meets the staff letter's level, commit to that minimum with written statements; the company decides each one.
Rule 506(c)How the company runs it in Sprowtt
- Opens a Rule 506(c) offering. Its deal room carries the 13 sections a 506(c) notice needs complete before it can publish: summary, the business, products and services, market, competition, management and board, use of proceeds, financial condition, risk factors, terms of the offering, how to subscribe, accreditation, and related-party transactions
- Writes the Accreditation section: that every purchaser must be accredited, and how the company will verify it, whether by a letter, a verification provider or another reasonable step
- Reviews each investor's accreditation verification on its Investors screen and accepts or declines it. If it chooses, sets a minimum investment per kind of investor on the offering; where that meets the levels in the SEC staff no-action letter, Latham & Watkins LLP (March 12, 2025), an investor may commit to it with written statements, and the company confirms it knows of nothing to the contrary before accepting
- Fixes whatever the language check finds: publishing is refused while a section describes a return as guaranteed or the investment as risk-free, says a regulator approved the offering, promises a specific percentage return, uses pressure language or compares the company to a famous one
- Lists its officers, directors and 20% holders on the Officers list, with each person's background-check status and whether they have had a disqualifying event under Rule 506(d)
- Publishes the notice as a card on its own website, drawn by Sprowtt with the 506(c) legend: offered only to accredited investors under Rule 506(c), and the company is responsible for verifying accredited status
- Adds each person it deals with to the offering's people list and keeps their status: invited, viewing, reserved, subscribed, paid, cancelled, closed or refused
- Shares documents in the data room at the level each needs (Room, Invited members, Counsel or Operator), with every open and download recorded against the version seen
- Records each subscription and each payment that arrives at the company's own bank account; the amount raised and the investor count follow the recorded payments, never a typed figure
- Adds Form D to the filings tracker and enters the date of the first sale, so the due date 15 days later is on screen
- Records each issuance on its own cap table, including whether the holder is accredited and the exemption relied on
- Posts a material-change notice to everyone who has made a reservation, subscribed or paid, and asks them to reconfirm by a date when the change calls for it
Rule 506(c)How counsel reviews it
- Reads each section the company submits in the review queue, and clears it or blocks it with a reason the company can act on; the notice cannot publish while a section is blocked
- Places a hold on the whole offering when needed: the notice comes down and cannot be published again until counsel clears the hold
- Decides whether the company's verification steps are reasonable, and whether to rely on the SEC staff no-action letter, Latham & Watkins LLP (March 12, 2025), including the minimums the company sets and the wording investors agree to
- Approves investor updates before they go, if the company turns on counsel review
- Files Form D on EDGAR (Sprowtt files nothing), after which the company records the file number and date on the tracker
- Assembles a dated closing binder of the sections, documents, investor register and timestamps, and exports the offering's audit trail as a CSV file
Rule 506(b)Private, by invitation only
Rule 506(b) (17 CFR 230.506(b)) also has no limit on the amount raised, but it does not allow general solicitation or general advertising (230.502(c)). The company may sell to any number of accredited investors and to no more than 35 non-accredited purchasers in any 90-calendar-day period, each of whom must be sophisticated, alone or with a purchaser representative (230.506(b)(2)). Non-accredited purchasers must receive disclosure and financial statements at the Regulation A level, and a chance to ask questions (230.502(b)).
Rule 506(b)How the company and counsel run it in Sprowtt
- The company opens a Rule 506(b) invite room. Its six required sections are summary, the business, management and board, risk factors, terms of the offering and how to subscribe
- It invites only people it already knows, recording how it knows each person and since when before the invitation is created; that record is what counsel will ask for
- Each invitation is a personal link that the company can revoke at once. The room's card never renders on a public page, with or without a link in the page
- In the data room, a document set for the whole room is narrowed to people holding a live invitation, both on upload and every time it is opened
- Investor updates go only to people the company already invited or admitted to the room
- Form D, the language check, counsel's section review, holds, the closing binder and the audit export work as they do for Rule 506(c)
Regulation ATesting the waters
Sprowtt supports testing the waters. A Regulation A test-the-waters room 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.
Regulation A allows up to $20,000,000 in 12 months under Tier 1 and up to $75,000,000 under Tier 2 (17 CFR 230.251(a)). A company may test the waters, before and after it files its offering statement on Form 1-A, under Rule 255 (17 CFR 230.255). It may make no sale until the offering statement is qualified (230.251(d)).
Before qualification, no money or other consideration, and no commitment, binding or otherwise, may be solicited or accepted from anyone. Every testing-the-waters communication must say three things: that no money or other consideration is being solicited, and if sent in response will not be accepted; that no offer to buy can be accepted and no part of the purchase price 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 qualification; and that an indication of interest involves no obligation or commitment of any kind.
After the offering statement is publicly filed, each communication must also say where the preliminary offering circular can be obtained, or give its web address, or include a copy. Material that later turns out to be materially inaccurate must be corrected and sent again. Rule 255 does not forbid stating the price per share, the valuation or the total amount the company expects to raise.
Regulation AHow the company and counsel run it in Sprowtt
- The company opens a Regulation A test-the-waters room. Its required sections are summary, the business, management and board, use of proceeds, and share reservation; a term sheet, subscription steps and related-party section are not allowed, because there are no terms to accept yet. A share reservation is a non-binding indication of interest: it involves no obligation or commitment of any kind, no money is accepted, and no shares are sold or set aside
- The room's card carries the three statements Rule 255 requires, word for word as set out above
- Once Form 1-A is publicly filed, the company enters the web address of the preliminary offering circular on the offering and the card shows it. While a Form 1-A is marked filed on the filings tracker with no address entered, the card stays down and the readiness checklist says why
- People make reservations; Sprowtt counts and totals the reservations. No subscription, payment or cap-table issuance can be recorded under a test-the-waters room
- The language check also blocks invitations to buy (invest now, buy shares, purchase shares, subscribe now), requests for a reservation (reserve your shares, priority reservations) and commitment wording (soft commitments, commit capital, pre-commit), on the room, its notices and the company's investor updates. Stating the price, valuation or amount being tested is not blocked
- The company tracks Form 1-A on the filings tracker; counsel prepares and files it, and Sprowtt files nothing
- Counsel reviews the sections, can hold the room closed, and assembles the closing binder, as in every room
Rule 506Bad actors and Form D
Rule 506 is not available if a covered person has a disqualifying event (230.506(d)). Covered persons include the company and its predecessors, directors, executive officers and other officers taking part in the offering, general partners and managing members, holders of 20% or more of the voting securities, promoters, and anyone paid, directly or indirectly, to solicit purchasers. Sprowtt runs no background checks: the Officers list holds the status the company enters. The company, usually with its counsel, makes the factual inquiry the rule's reasonable-care defense calls for (230.506(d)(2)(iv)).
Form D is filed on EDGAR no later than 15 calendar days after the first sale; when that day falls on a weekend or a federal holiday, the deadline moves to the next business day. It is amended for material mistakes and changes, and every year while the offering continues (230.503).
Where to go next
Regulation Crowdfunding
Regulation Crowdfunding does not run on Sprowtt
It is the most common question we get, so here is the plain answer: a Form C offering requires a registered funding portal, and that is not this software.
Why it does not run here
Under Regulation Crowdfunding an offering must be conducted through an intermediary that is either a registered broker-dealer or a registered funding portal, and a funding portal is a FINRA member. That is a licence, with examinations and obligations attached to it.
This website holds no such licence and needs none, because it does not act as an intermediary. If you want to raise from non-accredited investors nationwide under Regulation CF, you need a portal — and that is a conversation with a person, not a feature flag here.
Where to go instead
- Regulation CF
- Regulation Crowdfunding requires a registered funding portal. This software is not one.
- Florida intrastate: Invest Local and Limited Offering
- 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. Florida companies and Florida investors.
- What this software does cover
- Federal: Rule 506(b), Rule 506(c) and Regulation A testing the waters, where the room collects reservations (non-binding indications of interest) only. State intrastate: Rule 147A files. In every case the company and its counsel run the offering and we rent them the workspace.
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.