Schedule A must be completed as part of all initial applications. Amendments to Schedule A must be provided on Schedule B. Schedule C must be completed by nonresident funding portals. If this is a withdrawal of a funding portal's registration, complete Schedule D.

In this Item, provide information about the applicant's disciplinary history and the disciplinary history of all associated persons or control affiliates of the applicant (as applicable). This information is used to decide whether to revoke registration, to place limitations on the applicant's activities as a funding portal, and to identify potential problem areas on which to focus during examinations. One event may result in the requirement to answer "yes" to more than one of the questions below. Check all answers that apply. Refer to the Explanation of Terms section of Form Funding Portal Instructions for explanation of italicized terms.

If the answer is "yes" to any question in this Item, the applicant must complete the appropriate Disclosure Reporting Page ("DRP") (FP) - Criminal, Regulatory Action, Civil Judicial Action, Bankruptcy/SIPC, Bond, or Judgment/Lien, as applicable.

The funding portal consents that service of any civil action brought by or notice of any proceeding before the Securities and Exchange Commission or any self-regulatory organization in connection with the funding portal's investment-related business may be given by registered or certified mail to the funding portal's contact person at the main address, or mailing address, if different, given in Items 1.E, 1.F. and 1.H.. If the applicant is a nonresident funding portal, it must complete Schedule C to designate a U.S. agent for service of process.

The undersigned represents and warrants that he/she has executed this form on behalf of, and is duly authorized to bind, the funding portal. The undersigned and the funding portal represent that the information and statements contained herein and other information filed herewith, all of which are made a part hereof, are current, true and complete. The undersigned and the funding portal further represent that, if this is an amendment, to the extent that any information previously submitted is not amended, such information is currently accurate and complete.

• 1. Complete Schedule A only if submitting an initial application. Schedule A asks for information about the applicant's direct owners and executive officers. Use Schedule B to amend this information.
  
  

  Guidance: To determine direct ownership and executive officer status, see instruction 2 below.



• 2. Direct Owners and Executive Officers. List below the names of:
  (a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer, director and any other individuals with similar status or functions;
  
  (b) if applicant is organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of the applicant's voting securities, unless applicant is a public reporting company (a company subject to Section 13 or 15(d) of the Exchange Act);
  
  

  Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of 5% or more of a class of the applicant's voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.

  
  
  (c) if the applicant is organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of the applicant's capital.
  
  (d) in the case of a trust, (i) a person that directly owns 5% or more of a class of the applicant's voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of the applicant's capital, (ii) the trust and (iii) each trustee; and
  
  (e) if the applicant is organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of the applicant's capital, and (ii) if managed by elected managers, all elected managers.


• 3. In the DE/FE/NP column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "NP" if the owner or executive officer is a natural person.


• 4. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).


• 5. Ownership codes are:

  • NA – less than 5%
  • A – 5% but less than 10%
  • B – 10% but less than 25%
  • C – 25% but less than 50%
  • D – 50% but less than 75%
  • E – 75% or more
  • G – Other (general partner, trustee, or elected member)



• 6. Control Person:
  

  (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form Funding Portal, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are "control persons".
  (b) In the PR column, enter "PR" if the owner is a public reporting company under Section 13 or 15(d) of the Exchange Act.

• 1. Use Schedule B only to amend information requested on Schedule A. Refer to Schedule A for specific instructions for completing this Schedule B. Complete each column. File with a completed Execution Page.


• 2. In the Type of Amendment column, indicate "A" (addition), "D" (deletion), or "C" (change in information about the same person).


• 3. Ownership codes are:
  

  • NA – less than 5%
  • A – 5% but less than 10%
  • B – 10% but less than 25%
  • C – 25% but less than 50%
  • D – 50% but less than 75%
  • E – 75% or more
  • G – Other (general partner, trustee, or elected member)



• 4. List below all changes to Schedule A (Direct Owners and Executive Officers):

• Applicant can, as a matter of law, and will:
  
  1. provide the Commission and any registered national securities association of which it becomes a member with prompt access to its books and records, and
  2. submit to onsite inspection and examination by the Commission and any registered national securities association of which it becomes a member.


• Applicant must attach as an exhibit to this Form Funding Portal, Exhibit C, a copy of the opinion of counsel it is required to obtain in accordance with Rule 400(f) of Regulation Crowdfunding, i.e., the opinion of counsel that the nonresident funding portal can, as a matter of law, provide the Commission and any registered national securities association of which the nonresident funding portal becomes a member with prompt access to the books and records of such nonresident funding portal, and that the nonresident funding portal can, as a matter of law, submit to onsite inspection and examination by the Commission and any registered national securities association of which the nonresident funding portal becomes a member.



• EXECUTION FOR NON-RESIDENT FUNDING PORTALS

• The undersigned represents and warrants that he/she has executed this form on behalf of, and is duly authorized to bind, the nonresident funding portal. The undersigned and the nonresident funding portal represent that the information and statements contained herein and other information filed herewith, all of which are made a part hereof, are current, true and complete. The undersigned and the nonresident funding portal further represent that, if this is an amendment, to the extent that any information previously submitted is not amended, such information is currently accurate and complete.


• The undersigned certifies that the nonresident funding portal can, as a matter of law, and will provide the Commission and any registered national securities association of which it becomes a member with prompt access to the books and records of such nonresident funding portal and can, as a matter of law, and will submit to onsite inspection and examination by the Commission and any national securities association of which it becomes a member. Finally, the undersigned authorizes any person having custody or possession of these books and records to make them available to federal regulatory representatives.