Nov. 5, 2026
Dear Ms. Countryman: I support the petition submitted by Sherwood Neiss of Crowdfund Capital Advisors to increase the Regulation Crowdfunding offering limit from $5 million to $20 million in a 12-month period, with inflation adjustments. I also urge the Commission to pair that reform with changes that make Regulation Crowdfunding more accessible to businesses seeking much smaller amounts of capital. I am the founder and CEO of The Super Crowd, Inc., a public benefit corporation focused on impact crowdfunding. My work centers on helping investors and entrepreneurs use investment crowdfunding to support businesses that benefit their communities. I also serve on the Board of the Crowdfunding Professional Association. I submit these comments in my individual capacity. Specifically, I recommend that the Commission: 1. Increase the Regulation Crowdfunding offering limit to $20 million. 2. Increase the threshold for financial statements certified by the issuer's principal executive officer from $124,000 to $500,000, with subsequent inflation adjustments. 3. Permit issuers qualifying for that certification tier to provide financial statements prepared on a clearly disclosed cash or simplified accrual basis, without requiring full compliance with U.S. generally accepted accounting principles. These reforms would address capital access at both ends of the Regulation Crowdfunding market. A higher offering limit would allow growing companies to raise more capital through a framework that includes public disclosures and participation by ordinary investors. As Mr. Neiss explains, companies with financing needs beyond the current limit may combine exemptions or undertake additional offerings. A higher limit could reduce that complexity and allow more of a financing round to occur within Regulation Crowdfunding's disclosure framework, simultaneously allowing ordinary investors to participate in their success while protecting them via ample disclosure. For a business seeking up to $500,000, however, increasing the overall cap offers little immediate help. The more relevant obstacle may be the expense and effort required to prepare financial statements and obtain an independent accountant's review before knowing whether the offering will succeed. Those costs consume resources that a small business needs for operations. They can be particularly consequential for founders with limited personal wealth and businesses without established access to institutional capital. Raising the officer-certification threshold to $500,000 would make the smallest financing rounds more practical while retaining management's responsibility for the information provided to investors. The Commission has previously granted conditional relief from the review requirement. In 2020, it temporarily permitted eligible issuers offering more than $107,000 and up to $250,000 to provide officer-certified statements when reviewed or audited statements were unavailable. That experience provides a useful starting point for evaluating a permanent $500,000 threshold and appropriate accompanying protections. The accounting-basis requirement deserves separate attention. Under Instruction 3 to Rule 201(t), financial statements must comply with U.S. GAAP even when an independent 1926 Venetian Drive | Stockton, CA 95207 | 801-747-9575 | devin@thesupercrowd.com accountant's review is unnecessary. The officer's certification and the GAAP preparation requirement are distinct obligations. A small business can maintain accurate records on a cash basis or a consistently applied accrual basis without satisfying every GAAP recognition, measurement, presentation, and disclosure requirement. Converting those records into fully compliant GAAP statements can require professional assistance even when the underlying business is relatively straightforward. For offerings within the proposed $500,000 tier, I urge the Commission to permit a clearly defined, simplified reporting framework. Issuers should identify their accounting basis prominently, explain their material accounting policies, and apply those policies consistently across the periods presented. Merely labeling statements "accrual" should not imply GAAP compliance. The principal executive officer should continue to certify that the statements are "true and complete in all material respects," with the certification expressly tied to the permitted accounting basis disclosed in the statements. This would preserve accountability for material accuracy and completeness while allowing a proportionate method of presentation. Tax returns could be used to support the submitted financial statements. The $500,000 threshold should retain the existing aggregation approach, including prior Regulation Crowdfunding sales within the preceding 12 months and the maximum amount the issuer will accept in the current offering. This would prevent reliance on an artificially low minimum target to qualify for simplified reporting. Implementation should include corresponding amendments to Form C and the annual-reporting provisions of Rule 202, so qualifying issuers can continue using the permitted accounting basis in required annual reports. Clear transition rules should address subsequent offerings requiring GAAP statements. Rule 202 currently incorporates the GAAP preparation instruction from Rule 201(t). I encourage the Commission to evaluate these reforms under its applicable rulemaking and exemptive authority, including Securities Act Section 28, which it used for the 2020 temporary relief. Registered intermediary participation, applicable investor limits, material risk disclosures, and accountability for misleading statements should remain central protections. Be well,