Subject: File No. S7-06-13
From: Bret Tobey
Affiliation: Carvoyant

September 23, 2013

While some of the proposed rules are a rational extension of the intent of the JOBS act, others can literally kill the momentum of startup activity. The two most onerous are the 15 day filing window and the written notice of changes to investor materials.

Since the nature of startup financing can change in minutes, a 15 day window presents a massive challenge to both investors and startups. Even more frightening are written notice of changes to investor materials. Startups pitch investors face to face, over and over and over. In no other mode does the company learn from investors as intimately and as rapidly as startup technology. Even without penalty risks, the burden of that notice could kill that whole process. We've pitched well over two hundred investors to get the handful that are most right for our company and opportunity. It was literally subtle changes in our deck, at Starbucks, between meetings, that has made all the difference in how we communicate about our company. Those changes landed investors, but more importantly it was the rapid iteration on messaging that landed us customers.

Startups are incredibly risky. No amount of regulatory oversight can mitigate that risk or make it a "safe" market for unsophisticated investors. However, even a modest amount of oversight applied in the wrong place can bring the whole process to halt. Please honor the intent of the legislation but bring the oversight in the context of this incredibly vibrant economic engine.