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beatandraise.com SEC Filings

Search Private Offerings (Form D)

search_private_offerings
Read-onlyIdempotent

Search Form D filings: private placements and private funds (exempt offerings under Regulation D, Section 4(a)(5) and the Investment Company Act 3(c) exclusions), since 2009.

Each result is one filing: issuer (CIK, name, city, state, entity type, year of incorporation), industry group and fund type, revenue or net-asset-value range, exemptions claimed (code and meaning), securities offered, date of first sale, total offering amount (null with offering_amount_indefinite=true when the filer wrote "Indefinite"), total amount sold so far, remaining, minimum investment, number of investors and non-accredited investors, sales commissions, finders' fees, proceeds paid to executives/directors/promoters, and counts of related persons and sales recipients. totals sums the WHOLE match, not just the page, and totals.by_category breaks it down by industry group and fund type.

Categories are SEC's own (Form D Item 4), as the filer chose them; filter with exactly these (case does not matter, several comma-separated). industry: Banking & financial: Commercial Banking, Insurance, Investing, Investment Banking, Pooled Investment Fund, Other Banking and Financial Services Real estate: Commercial, Construction, REITS and Finance, Residential, Other Real Estate Technology: Computers, Telecommunications, Other Technology Health care: Biotechnology, Health Insurance, Hospitals and Physicians, Pharmaceuticals, Other Health Care Energy: Coal Mining, Electric Utilities, Energy Conservation, Environmental Services, Oil and Gas, Other Energy Travel: Airlines and Airports, Lodging and Conventions, Tourism and Travel Services, Other Travel Single: Agriculture, Business Services, Manufacturing, Retailing, Restaurants, Other fund_type (given only when industry is Pooled Investment Fund): Hedge Fund, Private Equity Fund, Venture Capital Fund, Other Investment Fund. Issuer size (Form D Item 5), also SEC's own values: revenue_range (operating companies, and VC/PE funds): No Revenues, $1 - $1,000,000, $1,000,001 - $5,000,000, $5,000,001 - $25,000,000, $25,000,001 - $100,000,000, Over $100,000,000, Decline to Disclose, Not Applicable nav_range (hedge funds and other investment funds): No Aggregate Net Asset Value, $1 - $5,000,000, $5,000,001 - $25,000,000, $25,000,001 - $50,000,000, $50,000,001 - $100,000,000, Over $100,000,000, Decline to Disclose, Not Applicable About 82% of filers choose Decline to Disclose for revenue (nearly all funds for NAV), so a size filter finds only those that disclosed; for "smaller raises" filter on amounts instead (max_sold, max_offering) and say which you used. Examples from real filings: Founders Fund Growth IV, LP -> Pooled Investment Fund / Venture Capital Fund Blackstone Private Equity Strategies Fund L.P. -> Pooled Investment Fund / Private Equity Fund Renaissance Institutional Diversified Global Equities Onshore Fund -> Pooled Investment Fund / Hedge Fund BlackRock Private Equity Co-Investments 2025 (Lux) SCSp -> Pooled Investment Fund / Other Investment Fund Alexander Series Trust (a cash fund) -> Pooled Investment Fund / Other Investment Fund New York Life Insurance & Annuity Corp -> Insurance Blackstone Real Estate Income Trust -> REITS and Finance Blue Owl Real Estate Exchange VI DST (a real estate syndication) -> Other Real Estate Space Exploration Technologies (SpaceX), X.AI Holdings, Databricks -> Other Technology Koios Medical -> Biotechnology The filer picks the category, so similar vehicles can land in different ones (a single-deal SPV may be Pooled Investment Fund or Other; some real estate syndications tick "pooled investment fund interests" as the security while choosing a real estate group). The securities field (pooled_fund, equity, debt...) is a second, independent signal.

How to read the numbers:

  • A Form D/A restates the whole form, and total_amount_sold is cumulative. amendments="latest" (default) returns each offering once, at its newest filing, so sums never double count; "new" returns only original notices filed in the date range (new raises); "all" every filing.

  • For a Pooled Investment Fund, above all an evergreen or cash fund with an Indefinite offering, amount sold is cumulative subscriptions since the offering began (money in and out), not capital raised: Alexander Series Trust reports $591 billion. Read by_category before adding categories together, and say which categories a total includes.

  • Dates filter the filing date, not the date of first sale.

  • Form D says where the issuer is (state) and where paid salespeople solicited (solicited_in), never where investors live. Use get_private_offering for one filing in full (people, placement agents, offering history).

Args: q: Issuer name contains (e.g. "Databricks"). Also matches funds and SPVs named after a company ("Gaingels Databricks 2023 LLC"), which are investors in it, not the company. cik: Issuer CIK; matches primary issuer or co-issuer. For one company's own filings, find its CIK with search_companies and pass it here rather than q. industry: One or more SEC industry groups from the list above, comma-separated exclude_industry: Industry groups to leave out, comma-separated (e.g. "Pooled Investment Fund" for operating companies only) fund_type: One or more of Hedge Fund, Private Equity Fund, Venture Capital Fund, Other Investment Fund revenue_range: One or more SEC revenue ranges from the list above, comma-separated nav_range: One or more SEC net asset value ranges from the list above, comma-separated exemption: "506(b)", "506(c)", "506" (any Rule 506 incl. pre-2013), "504", "4(a)(5)", "3(c)(1)", "3(c)(7)"... security: equity, debt, option_warrant, security_to_be_acquired, pooled_fund, tenant_in_common, mineral_property, other state: Issuer's state/country code, e.g. "CA", "NY", "X0" (United Kingdom) solicited_in: Two-letter state where a paid placement agent solicited (offerings with no paid agent never match) recipient: Placement agent / broker-dealer name contains, or its FINRA CRD number (e.g. "7691" = Merrill Lynch) person: Related person's name contains (executive officer, director, promoter) from_date: Filing date from (YYYY-MM-DD) to_date: Filing date to (YYYY-MM-DD) min_sold: Minimum total amount sold, USD max_sold: Maximum total amount sold, USD min_offering: Minimum total offering amount (the planned raise), USD max_offering: Maximum total offering amount, USD (Indefinite offerings never match) amendments: "latest" (default), "new" or "all" — see above sort: "date" (newest first, default), "sold" or "offering" (largest first) limit: Results per page (1-100, default 20) offset: Pagination offset

Input Schema

NameRequiredDescriptionDefault
qNo
cikNo
sortNodate
limitNo
stateNo
offsetNo
personNo
to_dateNo
industryNo
max_soldNo
min_soldNo
securityNo
exemptionNo
from_dateNo
fund_typeNo
nav_rangeNo
recipientNo
amendmentsNolatest
max_offeringNo
min_offeringNo
solicited_inNo
revenue_rangeNo
exclude_industryNo

Output Schema

NameRequiredDescriptionDefault

No arguments

Schema Changelog

Changes observed during successful MCP inspections.

  1. First observed

TDQS

A4.9/5.0
Behavior5/5

Does the description disclose side effects, auth requirements, rate limits, or destructive behavior?

Annotations already declare this is a safe, read-only, idempotent search, and the description adds substantial behavioral context beyond them: amendments restate the whole form, `total_amount_sold` is cumulative, totals cover the WHOLE match not just the page, dates filter filing date rather than first-sale date, and state/solicited_in never indicate investor location. It also warns that Pooled Investment Fund amount sold can be cumulative subscriptions (e.g. $591 billion for Alexander Series Trust), which an agent could easily misinterpret.

Agents need to know what a tool does to the world before calling it. Descriptions should go beyond structured annotations to explain consequences.

Conciseness4/5

Is the description appropriately sized, front-loaded, and free of redundancy?

The description is long, but the complexity and 23 parameters justify much of the length, and it is organized into purpose, result shape, categories, reading the numbers, and Args. Some material, particularly the long list of real-filing examples and repeated category enumerations, could be trimmed without losing essential guidance.

Shorter descriptions cost fewer tokens and are easier for agents to parse. Every sentence should earn its place.

Completeness5/5

Given the tool's complexity, does the description cover enough for an agent to succeed on first attempt?

Given a 23-parameter search with 0% schema description coverage, the description is complete enough for correct invocation: it covers result shape, totals behavior, category vocabularies, amendment semantics, date semantics, amount caveats, and every argument. An output schema exists, so it does not need to explain return values, though it usefully describes the totals structure anyway.

Complex tools with many parameters or behaviors need more documentation. Simple tools need less. This dimension scales expectations accordingly.

Parameters5/5

Does the description clarify parameter syntax, constraints, interactions, or defaults beyond what the schema provides?

Schema description coverage is 0% across 23 parameters, so the description must carry all parameter meaning, and it does: every argument is listed with examples, enum-like values, comma-separated semantics, and edge cases (`recipient` accepts a FINRA CRD like "7691" = Merrill Lynch, `solicited_in` never matches offerings with no paid agent, `q` also matches SPVs named after a company). It even explains the full SEC industry and fund_type vocabularies and issuer-size ranges.

Input schemas describe structure but not intent. Descriptions should explain non-obvious parameter relationships and valid value ranges.

Purpose5/5

Does the description clearly state what the tool does and how it differs from similar tools?

The description opens with a specific verb and resource: 'Search Form D filings: private placements and private funds', and scopes it to Regulation D exemptions since 2009. It also explicitly distinguishes this search tool from `get_private_offering` for a single filing, and from `search_companies` when you need an issuer CIK.

Agents choose between tools based on descriptions. A clear purpose with a specific verb and resource helps agents select the right tool.

Usage Guidelines5/5

Does the description explain when to use this tool, when not to, or what alternatives exist?

It gives explicit routing rules: use `get_private_offering` for one filing in full, use `search_companies` to find a CIK before passing `cik`, and use amount filters instead of size filters when looking for smaller raises. It also documents when `max_offering` will never match Indefinite offerings and how `amendments` modes change what is returned.

Agents often have multiple tools that could apply. Explicit usage guidance like "use X instead of Y when Z" prevents misuse.

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