Glossary
Reconfirmation
What reconfirmation is in a Reg CF offering, what triggers it, how the five-business-day window works, and what happens to investors who do not respond.
Reconfirmation is the step a Reg CF investor must take to keep a commitment after a material change to the offering. The intermediary notifies every investor with an open commitment, and a commitment not reconfirmed within five business days of the notice is cancelled and refunded (17 CFR 227.304(c)).
What triggers it
A material change, meaning a fact a reasonable investor would consider important to the decision to invest, such as a change to the price, valuation, target, deadline, use of funds, or leadership. The company amends its offering with a Form C/A at the same time.
How it works
Silence counts as cancelling. Within five business days after the window closes, the intermediary must notify each cancelled investor and direct the refund from Escrow. If the change comes within five business days of the deadline, the offering is extended to give investors the full window, which reopens commitments otherwise locked by the 48-hour cancellation rule. Investors who commit after the change do not need to reconfirm.
Further reading
- Reconfirmation in Reg CF, what triggers it and how it works
- Campaign updates and material changes during a live raise
This page is general information about securities rules, not legal advice. Whether a particular change is material is a question for securities counsel.