Sep. 22, 2026
Dear Securities and Exchange Commission, I write in support of the petition in File No. 4-914 to raise the Regulation Crowdfunding offering limit from $5 million to $20 million and to index that limit to inflation going forward. I come to this from two sides. I am a Reg CF investor who has backed early-stage companies through funding portals. I am also a commercial insurance broker who has worked with companies raising under Reg CF, Reg A, and Rule 506(c) since early 2020, including on a directors and officers liability program built for those offerings. I disclose that interest plainly: a higher limit could grow the market I serve. My support rests on what I have seen from inside these raises. First, Reg CF works, and the cap cuts it off at the wrong moment. It is the most accessible path an everyday investor has into private, pre-IPO companies. When an issuer outgrows $5 million, it typically moves to Rule 506 offerings its crowd cannot join, or splits its raise across exemptions at added legal and compliance cost. The investors who took the earliest risk lose access just as the company proves itself. The cap does not remove risk from the system. It moves the strongest opportunities out of retail reach. Second, a higher limit does not have to mean less protection. Reg CF already provides Form C disclosure, portal intermediation, investment limits, and issuer liability for material misstatements under Section 4A(c) of the Securities Act. The private market adds another layer. Issuers can purchase D&O insurance written specifically for crowdfunding and JOBS Act offerings, including coverage for securities claims brought by investors. Where an issuer carries that coverage, an investor claim is backed by a funded source for defense and settlement, subject to policy terms and limits, rather than resting solely on the balance sheet of an early-stage company. Larger raises also draw more diligence from portals, counsel, and insurance underwriters, who review each issuer before coverage is bound. The Commission may wish to consider whether issuers raising above the current $5 million limit should disclose in Form C whether they carry D&O insurance that responds to securities claims, and the limit of that coverage. Disclosure, not a mandate, would let investors weigh that protection for themselves. Third, I support indexing. A fixed dollar limit loses ground every year to inflation and to the rising cost of building a company. Indexing keeps the exemption useful without requiring a new rulemaking each time the threshold falls behind. Regulation Crowdfunding has matured. Raising the limit to $20 million would let proven issuers keep raising from the communities that funded them, and give retail investors fairer access to growth-stage private companies. Thank you for your consideration and for your work on fair and accessible capital markets. Sincerely, Pierce Leonard Cornelius, North Carolina