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SEC EDGAR MCP

by brechanbech
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Rust
Remote

Private Offerings (Form D)

sec_private_offerings
Read-only

Retrieve SEC Form D private offering filings by ticker or CIK to inspect exemptions, amounts raised, investor counts, and issuer details.

Instructions

Money raised without a registered offering: Form D notices, filed by private companies, funds and public companies within 15 days of a first sale. Most filers have no ticker, so find the CIK with sec_lookup_cik's 'name' first. Returns filings newest first, each with the issuer (entity type, jurisdiction, state), industry group (for a fund, its type such as hedge, private equity or venture capital), revenue or net-asset range (often 'Decline to Disclose'), the exemption claimed in plain language (Rule 506(b), 506(c), Investment Company Act 3(c)(1) or 3(c)(7)), the date of first sale, securities offered, total offering amount, amount sold and amount remaining (a fund's open-ended offering reads 'Indefinite'), number of investors, sales commissions and finder's fees, brokers paid to sell it, and the executive officers, directors and promoters named. Amendments (D/A) are included: funds file one every year, and the newest filing carries the running total. A Form D reports a raise, not the price or valuation. Reads 5 filings by default and at most 10 per call; pass 'next_offset' back as 'offset' for older ones.

Input Schema

NameRequiredDescriptionDefault
limitNoNumber of filings to read (default 5, max 10).
offsetNoNumber of most-recent filings to skip, for paging back (default 0). Pass the previous response's 'next_offset'.
tickerYesThe issuer: a ticker, e.g. SPCX, or a CIK. Most Form D filers are private companies and funds with no ticker; find their CIK with sec_lookup_cik's 'name'.

Schema Changelog

Changes observed during successful MCP inspections.

  1. Addedv0.10.0

TDQS

A4.6/5.0
Behavior5/5

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

Annotations cover the safety profile (readOnly, openWorld), and the description adds substantial context beyond them: results are newest-first, 5 by default / max 10 per call, offsets page backward, amendments (D/A) are included with funds filing yearly, and the newest filing carries the running total. It also clarifies the semantic limit — a Form D reports a raise, not price or valuation — a genuinely useful caveat.

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?

A single dense paragraph that front-loads the core purpose and the CIK-lookup prerequisite, then enumerates returns and paging. The long field enumeration is justified because there is no output schema, though it borders on exhaustive.

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?

With no output schema, the description fully enumerates the returned fields and their quirks (indefinite amounts, 'Decline to Disclose', plain-language exemptions), covers paging limits, and notes that it lists raises not valuations. Nothing an agent needs to invoke or interpret results is missing.

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

Parameters4/5

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

With 100% schema coverage the baseline is 3, but the description reinforces and adds meaning: it explains the ticker parameter's real-world caveat (most filers have no ticker, use CIK lookup), and restates limit/offset behavior with the next_offset-to-offset handoff. It effectively compensates for the counterintuitive 'ticker'-named parameter that often holds a CIK.

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?

States a specific resource (Form D notices for unregistered offerings) and precisely what it does — returns filings with a detailed enumeration of fields. It distinguishes itself from siblings by naming sec_lookup_cik as the required precondition for finding CIKs. An agent knows exactly what this tool delivers versus the other SEC tools.

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

Usage Guidelines4/5

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

Explicitly says to resolve the CIK via sec_lookup_cik's 'name' first, since most filers lack a ticker, and explains paging via next_offset. It gives clear context and a prerequisite but doesn't explicitly contrast against sibling filing tools like sec_recent_filings, leaving that inference to the agent.

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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