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Kalshi has disclosed that it sold about $1.12 billion of equity to 71 investors under a private offering with a total size of nearly $1.5 billion, leaving roughly $380 million available.
The August 25 Form D does not establish that Kalshi has completed a new $1.12 billion funding round. Its sales period begins April 3 and overlaps the $1 billion Series F that Kalshi announced in May, meaning that financing may account for most of the amount reported in the filing.
Form D Lists $1.12B Sold Since April 3
Kalshi reported a total offering amount of $1,499,997,894, with $1,120,010,122 sold and $379,987,772 remaining.
The company identified the securities as equity offered under Rule 506(b) of Regulation D and listed 71 investors. It reported no sales commissions or finder’s fees and said the offering was not intended to last more than one year.
The filing is marked as a new Form D notice and lists April 3 as the date of first sale. SEC guidance says Regulation D issuers generally must file Form D within 15 days after the first sale. The August 25 notice does not explain the gap between those dates.
May $1B Series F May Account for Most Reported Sales
Kalshi announced a $1 billion Series F on May 7 at a $22 billion valuation. Coatue led the round, with Sequoia Capital, Andreessen Horowitz, IVP, Paradigm, Morgan Stanley and ARK Invest also participating.
Because the Form D says the offering began more than a month before that announcement, the $1.12 billion total may include the Series F rather than represent another billion-dollar capital raise.
The filing does not separate the total into individual closings or state how much was sold after the May financing.
About $380M Remains Under Current Offering Notice
The remaining $379.99 million leaves room for additional equity sales under the nearly $1.5 billion offering disclosed in the Form D.
Separate reports this month said Kalshi was in advanced discussions to raise at least $750 million at a $40 billion valuation, with Sequoia and Wellington Management in talks to co-lead. Those terms were reported as unfinished and subject to change.
The August 25 Form D does not confirm that proposed financing or show that a new $750 million round has closed. The next filing or company announcement will determine whether further equity sales fall under the existing offering or a separately identified financing.
