Oct. 11, 2026
Dear Ms. Countryman and Members of the Commission, I am submitting this comment as an active investor deploying capital across private markets and innovative companies via Regulation Crowdfunding. I strongly support Petition File No. 4-914 to raise the annual offering limit from $5 million to $20 million, adjust for inflation, and optimize Rule 3a-9 vehicles. From an investor's perspective, the current $5 million cap actively harms viable businesses and market efficiency in two major ways: 1. Destruction of Innovation and IP Fire-Sales: High-potential startups with sound technology, intellectual property, and experienced management often encounter a severe capital cliff once they outgrow the $5M threshold. When institutional VC availability contracts or imposes punitive terms, these operating companies are artificially blocked from accessing their supportive community base. As a result, promising IP is frequently liquidated at distress valuations to institutional vultures, extinguishing enterprise value and wiping out retail backers who funded early technical milestones. 2. Regulatory Asymmetry Between Public and Private Markets: Current regulations permit unaccredited retail participants to risk unlimited capital in ultra-speculative public market instruments (such as highly volatile micro-caps and complex derivatives) that generate minimal societal value. In contrast, Reg CF issuers provide structured Form C disclosures and financial reviews, yet are restricted by an arbitrary ceiling. Risk is inherent to investing regardless of asset class; limiting capital formation in private operating companies does not protect careless participants, but it systematically excludes diligent investors from authentic wealth creation and technological growth. Modernizing the Reg CF cap to $20 million fulfills the Commission's core dual mission: facilitating essential capital formation while keeping transparent, disclosure-backed retail protections intact. Respectfully submitted, Vitor Bruno Ferreira Oliveira