SEC Regulation CF
SEC Regulation Crowdfunding (Regulation CF) is the federal securities framework that allows companies like GigaStar to offer CRTs to both accredited and non-accredited Investors, up to $5M annually.
Understanding SEC Regulation CF
SEC Regulation Crowdfunding, commonly known as Regulation CF or Reg CF, is the legal framework established by the Securities and Exchange Commission (SEC) under Title III of the JOBS Act. It allows companies to raise capital from the general public, including both accredited and non-accredited Investors, through SEC-registered funding portals. GigaStar Market operates as one such funding portal, facilitating the sale of Channel Revenue Tokens (CRTs) under this regulation.
Under Regulation CF, a company can raise up to $5 million in a 12-month period. Each offering requires the issuer to file a Form C with the SEC, which discloses material information about the offering including the terms, risk factors, financial statements, and use of proceeds. This transparency requirement is designed to protect Investors by ensuring they have access to relevant information before making investment decisions.
Regulation CF also establishes annual investment limits for individual Investors based on their annual income and net worth. These limits are intended to prevent Investors from overconcentrating their portfolios in higher-risk securities. The specific limits are calculated using SEC-defined formulas and are enforced by the funding portal.
All offerings conducted through GigaStar Market comply with Regulation CF requirements. This includes the mandatory 12-month holding period for CRTs purchased in primary offerings, after which they may become eligible for secondary trading. The regulation also provides for a cancellation period during which Investors can withdraw their investment commitment before the offering closes.
Regulation CF has opened access to alternative investments that were previously available only to wealthy or institutional Investors, enabling broader participation in opportunities like the Creator Economy through platforms such as GigaStar.
Key Points to Remember
- SEC Regulation CF is regulated by the SEC under Regulation Crowdfunding
- All investments carry risk — past performance doesn't guarantee future results
- Review all offering documents carefully before investing
Related Terms
Channel Revenue Token (CRT)
A digital asset that represents a percentage of a YouTube channel’s future revenue. A CRT becomes tradable in the secondary market after a 12-month holding period from its initial purchase.
Crowdfunding
Raising capital from many individual Investors through an online platform. GigaStar uses SEC Regulation Crowdfunding (Reg CF) for CRT offerings.
Form C
An SEC filing required for all Regulation Crowdfunding offerings. Contains offering details, financial statements, and risk factors for Investor review.
Funding Portal
An SEC-registered, FINRA-member entity that facilitates securities offerings under Regulation Crowdfunding (Reg CF). GigaStar Market is a registered funding portal.
GigaStar Market
GigaStar Market is an SEC-registered funding portal and FINRA member where Investors can purchase Channel Revenue Tokens (CRTs) in primary offerings from YouTube Creators.
Holding Period
The mandatory 12-month period after purchasing CRTs during which they cannot be resold on the Secondary Market, as required by SEC regulations.
Investment Limits
SEC-mandated annual caps on how much non-accredited Investors can invest under Regulation Crowdfunding, based on income and net worth.
Offering
A CRT offering is when a YouTube Creator raises capital through GigaStar Market by selling Channel Revenue Tokens to Investors, with each offering backed by a Form C filed with the SEC.
SEC
The U.S. Securities and Exchange Commission. The federal agency regulating securities markets, including GigaStar's CRT offerings under Regulation Crowdfunding.
Frequently Asked Questions
Can anyone invest in CRTs?
Investors aged 18 and older can invest in CRTs through GigaStar Market. Under Regulation Crowdfunding (Reg CF), non-accredited Investors have annual investment limits based on their income and net worth. All Investors must complete identity verification (KYC) as part of the account creation process before making any investment.
Are CRTs cryptocurrency?
No, CRTs are a digital token but not a cryptocurrency. They are a digital representation of an investor's share in a YouTube channel's future AdSense revenue. CRTs facilitate blockchain-based distribution of revenue using the USDC stablecoin or directly to a bank account. They also grant access to the Channel’s GigaStar Discord and other potential benefits. GigaStar has received approval from the SEC to create a secondary market for CRTs, allowing investors to sell their revenue-sharing interests. The value of CRTs depends primarily on the underlying revenue interests and can fluctuate based on the channel's performance and external market factors.
What is a funding portal?
A funding portal is an SEC-registered, FINRA-member intermediary that facilitates securities offerings under Regulation Crowdfunding. GigaStar Market is a registered funding portal that hosts CRT offerings, ensuring regulatory compliance, required disclosures, and Investor protections as mandated by the SEC.