139 Atherwood Ave, Ste. 96

Mona DeFrawi

CEO & Founder

Radivision, Inc.

139 Atherwood Ave, Ste. 96

Redwood City, CA 94061

mona@radivision.com | 650-569-1141

March 26, 2026

VIA ELECTRONIC SUBMISSION

Email: Secretarys-Office@SEC.GOV

The Honorable Paul S. Atkins

Chairman

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Ms. Vanessa A. Countryman

Secretary

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE: Petition for Rulemaking – Proposed Amendments to Securities Act Rules 163B and

169 to Harmonize IPO Communication Rules with Regulation Crowdfunding and

Regulation A+ Extending Retail “Testing the Waters” Provisions to IPOs

Dear Chairman Atkins and Secretary Countryman:

Thank you, Chairman Atkins for your commitment to “make IPOs great again”1 and the

Commission’s concrete progress toward that objective – which I strongly believe is the single

most powerful intervention for capital formation, PE/VC liquidity, and retail wealth access. The

September 2025 policy statement, the December 2025 “Revitalizing America’s Markets” address

outlining the three-pillar reform agenda2, and the Commission’s January 2026 request for

comment on Regulations S-K and S-X3 together represent the most significant pro-IPO agenda at

the Commission in a generation. These reforms rightly address the issuer-side barriers – cost,

1

Chairman Paul S. Atkins, Open Meeting Statement on Policy Statement Concerning Mandatory Arbitration and

Amendments to Rule 431 of the Commission’s Rules of Practice, September 17, 2025.

2

Chairman Paul S. Atkins, “Revitalizing America’s Markets at 250,” Keynote Address, New York Stock Exchange,

December 2, 2025.

3

SEC Division of Corporation Finance, Request for Comment on Regulations S-K and S-X, January 2026; Director

Erik Moloney Statement on 2026 Disclosure Reform Priorities, February 13, 2026.

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complexity, and regulatory uncertainty – that have driven a 50% reduction in U.S. public

company listings since the mid-1990s.

Drawing on my 35 years working in the capital markets ecosystem supporting startups, venture

capital and private equity firms – starting with 10 years managing four tech IPOs and their

IR/Corporate Development from 1991– I respectfully submit this petition proposing

complementary reforms on the investor side of the IPO equation. The Chairman’s three pillars

address why companies have avoided going public. The reforms proposed here address who gets

to participate when companies go public – and how the Commission’s own communication rules

can be harmonized to support, rather than impede, retail investor access to the safest class of

securities offerings: IPOs.

This petition is submitted as a companion to a letter submitted to the Senate Committee on

Banking, Housing, and Urban Affairs (enclosed), urging passage and strengthening of HR 3339:

the Equal Opportunity for All Investors Act of 2025, and HR 3383: the INVEST Act – both now

before the Committee following overwhelming bipartisan support (HR 3339 passed the House

Financial Services Committee 49-2; HR 3383 passed the Committee 41-10 and the full House

302-123, with 87 Democrats joining all Republicans). My letter to Chairman Scott and Ranking

Member Warren recommends, among other actions, that the Committee send an oversight letter

to the Commission urging the specific regulatory harmonization requested in this petition.

HR 3339 would transform the Accredited Investor definition from a wealth-based exclusion to

an education-based qualification – a historic shift especially critical in light of Executive Order

14330 democratizing 401(k) access to alternative assets.4 Education is one of the most powerful

protections for retail investors, needed for the potential additional risks (and rewards) of private

assets. As I detailed in the enclosed Senate letter, private market reforms cannot succeed without

a functioning IPO market. The 2022-2024 venture capital liquidity crisis repeats the 2007 crisis

and demonstrates that private markets become distressed without public market exit pathways. In

2007, VCs requested my support to create IPO and liquidity solutions, – for which we built,

InsideVenture, the first private market platform (now the Nasdaq Private Market). Our IPO

solutions were later dropped by the first acquirer, SecondMarket, in favor of secondary trading

liquidity only, which we’ve seen has limitations without IPO exits. The Chairman’s issuer-side

reforms and the investor-side harmonization proposed here are natural complements.

I. THE COMMUNICATION RULES PARADOX

The Commission has determined – three times – that retail solicitation is consistent with investor

protection: in Regulation Crowdfunding (2015), Regulation A+ (2015), and Rule 506(c) (2013).5

Yet the Commission’s own Rules 163B and 169 produce the following inversion:

4

Executive Order 14330, “Democratizing Access to Alternative Assets for 401(k) Investors,” August 2025.

Regulation Crowdfunding, 17 C.F.R. §§ 227.100–227.503 (2015); Regulation A+, 17 C.F.R. §§ 230.251–230.263

(2015); Rule 506(c), 17 C.F.R. § 230.506(c) (2013).

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Regulation Crowdfunding (minimal disclosure, highest risk): Unlimited retail

solicitation permitted.

Regulation A+ (moderate disclosure): Full retail solicitation with pre-filing “testing the

waters.”

Traditional IPOs (comprehensive SEC review, audited financials, ongoing reporting –

the safest offering type): Retail communications prohibited; TTW limited to QIBs and

IAIs only.6

The policy judgment has been made. What remains is consistent application. Since 2012,

EGCs have represented approximately 87% of all IPOs, with 68% utilizing “testing the waters”

as a standard practice7 – giving institutions early access to shape pricing and secure allocations

while retail investors are entirely excluded from equivalent communications. From my

experience managing four IPOs over 10 years in the 1990s – retail investors routinely comprised

half our shareholder base and 20% or more of IPO allocations – this exclusion is not an investor

protection; it is a structural barrier that channels retail capital toward riskier alternatives where

the Commission has already approved their participation. I believe that incorporating retail

participation pre- and at the IPO allocation will encourage a smoother transition from private to

public ownership and encourage more companies to execute earlier, smaller IPOs. Reddit’s and

Airbnb’s IPOs – which reserved 8% and 7% of shares respectively for users and hosts through

directed share programs – both delivered strong and sustained aftermarket returns, with Reddit’s

stock trading at approximately four times its IPO price one year after listing and Airbnb at

approximately twice its IPO price after five years, demonstrating that consumer-based

participation can support a smoother transition to public ownership.8

II. REQUESTED RULEMAKING ACTIONS

Pursuant to Section 553(e) of the Administrative Procedure Act9 and Rule 192 of the

Commission’s Rules of Practice, I respectfully petition the Commission to take three

complementary actions:

A. Amend Rule 163B10 to expand the class of permitted TTW recipients beyond QIBs and IAIs

to include retail investors in connection with IPOs and other registered offerings:

(i) Expand permitted TTW recipients to include, at minimum, Accredited Investors

under Rule 501 of Regulation D, with a pathway to broader retail access consistent

with the education-based accreditation framework proposed in HR 3339;

6

Securities Act Rule 163B, adopted Sept. 26, 2019, effective Dec. 3, 2019. 84 Fed. Reg. 53,011 (Oct. 4, 2019).

JOBS Act § 5(d), codified at 15 U.S.C. § 77e(d) (2012). Solicitations of Interest Prior to a Registered Public

Offering, Securities Act Release No. 33-10699 (Sept. 26, 2019). See also: Latham & Watkins, "The JOBS Act After

Five Years," (2017).

8

Kali Hays, "Inside the growing trend championed by Reddit of companies offering risky IPO shares to their users,"

Fortune, March 20, 2024.

9

Administrative Procedure Act, 5 U.S.C. § 553(e).

10

See supra note 6 (Securities Act Rule 163B, 84 Fed. Reg. 53,011).

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(ii) Maintain existing anti-fraud protections under Sections 12(a)(2) and 17(a) of the

Securities Act and Rule 10b-5, which apply to all TTW communications regardless of

recipient class;

(iii) Require that written retail TTW materials include a brief legend stating no offer

to sell is being made and no allocation commitment exists; and

(iv) Permit use of digital channels – including company websites, email, and social

media – for retail TTW communications, subject to recordkeeping and anti-fraud

provisions.

B. Amend Rule 16911 to broaden the safe harbor for factual business communications during

registered offerings:

(i) Clarify that the safe harbor for “regularly released” factual information applies to

digital and social media communications, reflecting the evolution of corporate

communications since the rule’s adoption;

(ii) Permit issuers to publish factual, balanced information about their business

directed to retail audiences during the registration period, consistent with registration

statement disclosures; and

(iii) Harmonize Rule 169 with the communication standards under Reg A+ and Reg

CF, under which issuers may freely communicate with prospective retail investors.

C. Issue Interpretive Guidance confirming that the Commission’s existing policy judgments

permitting retail solicitation in Reg CF, Reg A+, and Rule 506(c) apply with equal force to IPOs

– the most comprehensively regulated offering type. Such guidance would provide immediate

market clarity while any formal rulemaking proceeds.

III. INTERNATIONAL PRECEDENT

Major securities markets – including the UK, Hong Kong, and India – mandate minimum retail

allocation tranches of 10-35% and permit retail-directed communications during the IPO

process.12 These jurisdictions have demonstrated that retail participation in IPOs can coexist with

robust investor protection. Harmonizing Rules 163B and 169 would align U.S. practice with

these international standards while preserving the comprehensive anti-fraud and disclosure

framework that distinguishes American securities regulation.

IV. CONCLUSION

The Chairman’s agenda to make IPOs great again is working to restore the supply of public

offerings by reducing issuer-side barriers. The reforms proposed in this petition would help

restore the demand side – ensuring that retail investors can participate in, and benefit from, the

revitalized IPO market this Commission is building. Together, the Chairman’s three pillars and

11

Securities Act Rule 169, 17 C.F.R. § 230.169.

UK: FCA rules and London Stock Exchange guidance. Hong Kong: HKEX Listing Rules require minimum public

offer tranche (typically 10–25%). India: SEBI mandates minimum 35% retail allocation.

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the investor-access harmonization requested here would address both sides of the equation that

has driven the quarter-century decline in U.S. public markets.

I respectfully request that the Commission publish this petition for public comment and initiate

rulemaking proceedings at its earliest convenience. I would welcome the opportunity to provide

additional information or participate in any hearing or roundtable the Commission may convene

on this subject.

Respectfully submitted,

Mona DeFrawi

CEO & Founder, Radivision, Inc.

Former Founder & CEO, InsideVenture (now the Nasdaq Private Market)

Former Director, CapGen Financial

Former VP Corporate Development / Director IR: USinternetworking (Nasdaq: USIX); Martek

Biosciences (Nasdaq: MATK); Meridian Medical Technologies (Nasdaq: MTEC); Crop Genetics

International (Nasdaq: CROP)

Forbes 'Most Powerful Women in Technology'; Top 100 Women in Fintech; Silicon Valley Business

Journal 'Woman of Influence'

Recognized for “Pillar 2” of National Venture Capital Association’s 4-Pillar Plan to Restore Liquidity

in the U.S. Venture Capital Industry (2009).

Enclosure:

1. Letter to the Honorable Tim Scott, Chairman, and the Honorable Elizabeth Warren, Ranking

Member, Senate Committee on Banking, Housing, and Urban Affairs (March 25, 2026):

“Recommended Investor Protections and IPO Reforms to Safely Deliver Main Street Wealth Access,

U.S. Capital Formation, and Stronger Public Markets with HR 3339 and 3383”

2. Radivision Infographic: Restoring Capital Formation, Liquidity & Wealth Access for Everyone

CC:

Commissioner Hester M. Peirce, U.S. Securities and Exchange Commission

Commissioner Mark T. Uyeda, U.S. Securities and Exchange Commission

Commissioner Caroline A. Crenshaw, U.S. Securities and Exchange Commission

The Honorable Tim Scott, Chairman, Senate Committee on Banking, Housing, and Urban Affairs

The Honorable Elizabeth Warren, Ranking Member, Senate Committee on Banking, Housing, and

Urban Affairs

Senate Committee on Banking, Housing, and Urban Affairs

The Honorable French Hill, Chairman, House Committee on Financial Services

The Honorable Maxine Waters, Ranking Member, House Committee on Financial Services

Division of Corporation Finance, U.S. Securities and Exchange Commission

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