StateCF Investor Education

Operated by Sprowtt Inc. · Florida OFR-registered intermediary · Chapter 517, Florida Statutes. Education only — not investment, legal, or tax advice.

Version statecf-ied-2026-08-29a · Effective date: August 29, 2026

Read this first

Private-company investing is not public-market investing. Read this document before you open an investor account, reserve shares, or subscribe through the portal. Signed investors can re-read it any time under Profile → Agreements.

This is an education document. It is not investment advice, not a recommendation, not tax advice, and not an offer to sell any security. StateCF does not recommend issuers or securities. Read it alongside the StateCF Terms of Use, which govern your use of the portal.

Legal notice

StateCF is a DBA of Sprowtt Inc. and operates as a Florida Office of Financial Regulation (OFR) registered intermediary under Chapter 517, Florida Statutes. It is not a broker-dealer, not a registered investment adviser, not a FINRA member, and not a bank. This is not a nationwide Regulation CF portal.

Offerings on this site are limited to Florida residents. A non-resident purchaser would defeat the exemption. StateCF does not hold investor funds, does not recommend securities, and does not solicit investments.

Consent to electronic delivery

By acknowledging this document you consent to receive offering statements, risk factors, stock purchase agreements, confirmations, account notices, and education materials electronically in the portal or by email. Paper copies will not be mailed unless the law requires it. Your electronic signature is legally binding, just as if you had signed a paper original.

Electronic delivery is reasonable notice under Florida law, including Chapter 517 and OFR rules. Communications are deemed delivered when sent, not when you open them. Print or save a copy for your records.

The payment process — StateCF does not hold your money

1. Florida investor. Signs the subscription on StateCF. Pays the amount shown. No add-on portal fee.
2. Florida depository. Named in the issuer's disclosure under § 517.0612(8)(k). Holds funds until the target is in. Not a StateCF account.
3. The company. On close, the bank ACH-credits the issuer's designated account. Portal fees come out of that ACH.

StateCF records the instruction. It is not a bank, not an escrow agent, and not a holder of investor funds. If the offering does not close, the depository returns the money — StateCF cannot return what it never held.

How a purchase works

• Create your account. Sign up as a Florida investor with current contact information.
• Confirm Florida identity. Hash a Florida driver license or ID in the browser. Photos never leave your device. Super Admin sees hashes, not pictures.
• Self-qualify your 12-month limit. Non-accredited Florida residents are generally limited to $10,000 across all Florida portals in a 12-month period under § 517.0612. Accredited Florida residents are not subject to that cap. StateCF can see purchases on this portal only. You must tell us what you invested elsewhere.
• Review tombstone ads. Public listings show company, city, exemption, and offering facts. They are not a recommendation to buy.
• Open the presentation room. Read the official disclosure, term sheet, financials, and OFR REAL filing status. The portal records that you opened those files.
• Ask questions. Use discussions or a live conference. Independent advisors are welcome. StateCF does not recommend issuers.
• Three-business-day rule. Under § 517.0612(8) you must receive the disclosure statement at least three business days before any binding commitment or consideration paid.
• Checkout. Two screens: (1) cancellation-right notice, Florida brackets, 12-month amount, income certification; (2) amount, share figures, officer referral, acknowledgements, downloads, electronic signature. Then payment instructions to the depository.
• Your right to cancel. You may cancel at any time before your payment is received, and for 3 days after it is received (§ 517.0612(12)). StateCF emails you the exact deadline when your payment is recorded and a reminder before it ends. After that the subscription stays at a Florida-authorized third-party depository until the issuer's disclosed target is in (not less than 5% of the maximum raise on StateCF listings), then ACH to the company's designated account. The depository is named in the issuer's disclosure — not a StateCF or Sprowtt Inc. operating account. Fla. Stat. § 517.0612(9) and (11)(b); § 517.0611(13)(d). Before any money is released to the company you receive a final notice and 48 more hours to cancel.
• Certificates. After the cancellation period and the release, a digital stock certificate is issued on the cap table. Book-entry. Not a negotiable instrument.

Residency

You must be a Florida resident. StateCF will not accept a subscription without that attestation and a confirmed Florida identity. This is not a nationwide Regulation CF site. A false residency attestation can defeat the exemption for the entire offering, and you are responsible for the accuracy of what you certify.

The risks of early-stage Florida offerings

Investing in securities of any type is risky. Early-stage companies are considerably more risky, because the company may not have a viable business model or may not be able to secure additional funds beyond your investment. Never invest more than you can afford to lose. You can lose the entire amount you invest.

• Key-person risk. A founder or officer may leave, or management may not act in investors' interests.
• Invention risk. The product may not work as planned.
• Market risk. Customers may not buy in sufficient quantity, or a competitor may take share.
• Business-model risk. The company may not be able to make, market, and sell at a profit. Audited financials are not always required.
• Execution risk. The team may not execute the plan.
• Expansion risk. Suppliers, employees, or customers may not be available to scale.
• Legal, IP, and regulation risk. Lawsuits, lost IP, or government rules can end the business.
• Dilution risk. Your position can be diluted when the company issues more shares, which also reduces voting power.

Projections in the presentation room are not guarantees. Neither StateCF nor Sprowtt Inc. is liable for investment losses, for the performance or conduct of any issuer, or for the accuracy or completeness of issuer-supplied materials.

Types of securities

• Common stock. Equity with voting rights that can be limited. Junior to creditors, bondholders, and preferred shareholders in a liquidation. Founders and employees typically hold common.
• Preferred stock. Privileges over common, often on liquidation, dividends, or voting. May convert to common and may have anti-dilution.
• Debt. Notes with repayment terms. Generally senior to equity. Usually does not share in appreciation.

Common and preferred are usually diluted when the company issues more shares. Read the share class in the offering statement.

Illiquidity and resale

These are not public-company shares. There is generally no market. Resale, if any, is typically limited to other Florida residents and may be contractually restricted. Be prepared to hold indefinitely. If you later want to pledge or borrow against the shares, StateCF notifies the company — that is an encumbrance on the cap table, not a sale.

Fees

Chapter 517 does not assign who pays portal fees. StateCF bills the company. The investor pays the subscription amount shown at checkout. Portal and any required-intermediary commission come out of the ACH to the issuer after cooling-off and the 5% fund-hold. Fees are not added to your payment. StateCF is not a broker-dealer and does not recommend issuers.

Investment limits

Do not include the value of your primary residence when testing accredited-investor net worth. Spouses may calculate jointly only as the statute allows. You certify the bracket at checkout.

Reports after you invest

Florida issuers do not file SEC Form C-AR. You may receive limited reporting — newsletters, annual statements, or portal updates. Issuers are not required to email you. Watch your investor account for depository status, certificates, and company notices. If an issuer stops reporting, you may no longer have current financials.

Advertising and communications

Issuers may announce that a company is on the portal, that the deposit account is inside ten days of a possible close, or that an offering closed — those are facts, not a buy pitch. Tombstones may show the terms of the offering and the factual identity of the issuer. Communications about an offering happen on this portal. Anyone paid to promote an offering must disclose that compensation. StateCF does not solicit investors and does not suggest that you buy a particular security.

Cancellation, depository, and ACH

You may cancel at any time before your payment is received, and for 3 days after it is received (§ 517.0612(12)). Cancel in that time and your payment is refunded in full. After that, funds remain at the Florida-authorized depository named in the issuer's disclosure until the disclosed target (not less than 5% of the maximum raise on StateCF listings) is in, then ACH to the company's designated bank (last four digits only on file). StateCF does not hold investor funds. If the offering does not meet closing conditions, the depository returns funds. If the issuer makes a material change, you will be asked to reconfirm.

Cap table

The company cannot sell more shares than authorized in its articles of incorporation on file with the Florida Division of Corporations (Sunbiz), and cannot sell more than the number offered in this round. Articles are verified before live checkout.

If an issuer steps outside Chapter 517

Issuers must adhere to Chapter 517, OFR rules, OFR REAL, Sunbiz, the cap table, the antifraud provisions of federal and Florida securities law, and the Agreement to Conduct an Offering.

If StateCF becomes aware that an issuer, or a person acting for an issuer, is operating outside those requirements, StateCF may notify the Office of Financial Regulation, halt checkout, suspend or remove the tombstone, and suspend the issuer's portal access. An offering may be suspended or terminated at the direction of OFR. The Office of Financial Regulation may deny, revoke, restrict, or suspend a registration under Fla. Stat. § 517.161.

If that happens to an offering you subscribed to, funds held at the depository are handled under the terms of the issuer's disclosure and any OFR direction. StateCF never held them.

What you may not do with the portal

The portal design, workflows, screens, checkout sequence, education documents, identity-seal method, cap table structure, and underlying code are proprietary to Sprowtt Inc. and are protected by copyright and trade secret. Investors and issuers alike may not copy, scrape, clone, reverse-engineer, frame, white-label, or republish anything inside the portal, or use it to build a specification or feature list for a competing platform. See the StateCF Terms of Use for the full obligation, which survives termination of your access.

Acknowledgement — signed before you subscribe

I have read the StateCF Investor Education document. I understand that StateCF is a DBA of Sprowtt Inc., an OFR-registered intermediary — not a broker-dealer, investment adviser, FINRA member, or bank. I understand StateCF does not hold investor funds, does not recommend securities, and does not solicit investments. I understand that offerings are limited to Florida residents, that I must be a Florida resident, and that I am responsible for the accuracy of my residency and accreditation certifications. I understand that I can lose the entire amount I invest, that these shares are illiquid and may have no market, and that ongoing reporting may be limited or may stop. I understand that an offering may be suspended or terminated at the direction of OFR. I agree not to copy, clone, or reverse-engineer the portal. I consent to electronic delivery and electronic signature.

Questions: info@statecf.com · Sprowtt Inc., 3030 N Rocky Point Dr W, Suite 150, Tampa, FL 33607.