CROWDFUND CAPITAL ADVISORS, LLC

CROWDFUND CAPITAL ADVISORS, LLC

1700 Lincoln St. 17th Fl • Denver, CO 80203 • sherwood@theccagroup.com

August 21, 2026

Via Electronic Submission

Vanessa A. Countryman

Secretary

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re: File No. 4-914 — Second Supplemental Submission: Clarification of Statutory

Authority for the Requested Amendment to Rule 100(a) of Regulation Crowdfunding

Dear Ms. Countryman:

Crowdfund Capital Advisors, LLC (“Petitioner”) respectfully submits this second supplement to

its petition for rulemaking, docketed July 13, 2026 as File No. 4-914, which requests that the

Commission amend Rule 100(a) of Regulation Crowdfunding, 17 C.F.R. § 227.100(a), to raise

the offering limit from $5 million to $20 million in any 12-month period and to index that limit

to inflation. Petitioner’s July 15, 2026 supplemental submission provided updated market data

from the CCLEAR database and recommendations regarding crowdfunding vehicles under Rule

3a-9. The purpose of this second supplement is narrower: to clarify the statutory authority on

which the requested action rests, and to address an objection the Commission may anticipate.

I. The Requested Amendment Rests on Section 28, the Same Authority the Commission

Exercised in 2020

The petition referenced Section 3(b) of the Securities Act as a source of the Commission’s

authority to adjust offering limits. Petitioner wishes to be precise. The operative authority for the

relief requested is Section 28 of the Securities Act, 15 U.S.C. § 77z-3, exercised together with

the Commission’s rulemaking authority under Section 19(a) — precisely the authority the

Commission invoked in the 2020 Harmonization Release when it raised the Regulation

Crowdfunding offering limit from $1.07 million to $5 million.1

1

Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private

Markets, Release No. 33-10884 (Nov. 2, 2020), 86 Fed. Reg. 3496 (Jan. 14, 2021) (the “2020 Harmonization

Release”).

The offering limit in Securities Act Section 4(a)(6)(A) is $1,000,000, adjusted for inflation

pursuant to Section 4A(h). The current $5 million limit in Rule 100(a) therefore already exceeds

the statutory figure by a factor of roughly four. In adopting it, the Commission relied on its

general exemptive authority under Section 28, which empowers the Commission to exempt “any

class” of securities or transactions “from any provision” of the Act, conditionally or

unconditionally, upon a finding that the exemption is “necessary or appropriate in the public

interest, and is consistent with the protection of investors.”2 The action Petitioner requests is the

identical legal operation, differing only in degree: a conditional exemption permitting offerings

of up to $20 million that comply in all respects with the balance of Regulation Crowdfunding —

its investment limits, intermediary requirements, disclosure obligations, and antifraud provisions.

The 2020 amendments have been in effect since March 15, 2021 — more than five years — and

Petitioner is aware of no judicial challenge to them. Congress, for its part, has actively revisited

Regulation Crowdfunding’s statutory framework during that period — most recently, the House

passed the INVEST Act by a bipartisan vote of 302–123 in December 2025, amending Section

4A to reduce compliance burdens on crowdfunding issuers — while leaving the Commission’s

$5 million limit undisturbed as the operating baseline.3

II. Clarification Regarding Section 3(b)

For the avoidance of doubt, Petitioner does not rely on Section 3(b)(1), which by its terms is

unavailable: it caps exemptions adopted under that paragraph at $5,000,000.4 Nor does

Petitioner ask the Commission to establish a new exempt class under Section 3(b)(2). Section

3(b)(2) is nonetheless instructive, in two respects.

First, as a benchmark. Through Section 3(b)(2), and the biennial review directed by Section

3(b)(5), Congress authorized — and the Commission has implemented — public-facing exempt

offerings of up to $75 million under Regulation A. Measured against that judgment, a $20

million limit for offerings conducted through FINRA-member funding portals, with per-investor

limits and standardized disclosure, is a modest request.

Second, as a contrast that explains why Section 28 is the proper vehicle. An exemption

constructed on Section 3(b)(2) authority would carry that provision’s mandatory conditions,

2

15 U.S.C. § 77z-3 (“The Commission, by rule or regulation, may conditionally or unconditionally exempt any

person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or

provisions of this subchapter or of any rule or regulation issued under this subchapter, to the extent that such

exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors.”).

3

See INVEST Act, H.R. 3383, 119th Cong. (passed the House, 302–123, Dec. 11, 2025) (incorporating the

ACCESS Act of 2025, H.R. 3645, which amends Securities Act Section 4A(b)(1)(D) to raise the financial-statement

review threshold from $100,000 to $250,000; pending in the Senate); ACCESS Act of 2026, S. 3662, 119th Cong.

(introduced Jan. 2026).

4

15 U.S.C. § 77c(b)(1) (“[N]o issue of securities shall be exempted under this subsection where the aggregate

amount at which such issue is offered to the public exceeds $5,000,000.”).

including the requirement that issuers file audited financial statements annually.5 Those

conditions are calibrated to Regulation A-scale issuers and would be disproportionate for

crowdfunding-scale companies — imposing precisely the kind of fixed compliance cost,

invariant to offering size, that falls hardest on the smallest issuers. A 3(b)(2)-based structure

would also place the securities outside the Section 4(a)(6) framework on which the Regulation

Crowdfunding ecosystem is built, including covered-security treatment under Section

18(b)(4)(C) and the funding-portal intermediary regime of Section 4A. Section 28, by contrast,

permits the Commission to scale the existing, proven framework rather than construct a parallel

one. That is what the Commission did in 2020, and it is what Petitioner requests here.

III. The Anticipated Objection to Section 28 Authority Is Unpersuasive

In the 2020 rulemaking, some commentators argued that Section 28 may not be used to exceed

dollar limitations that appear in the statute.6 The Commission was right not to accept that view,

for at least four reasons. First, the text of Section 28 contains no carve-out for dollar limitations;

it extends to “any provision” of the Act, subject only to the public-interest and investorprotection findings. Second, Section 4A(h)’s inflation-adjustment directive is a floormaintenance obligation — it ensures the Section 4(a)(6) figure does not erode in real terms —

not an implied repeal of the Commission’s separate exemptive authority. Third, the requested

relief is structured as a conditional exemption for a defined class of transactions that remain

subject to every other requirement of Regulation Crowdfunding, comfortably within the

Commission’s established exemptive practice. Fourth, more than five years of experience under

the $5 million limit — documented in the CCLEAR data accompanying the petition and the July

15 supplement — supplies the empirical record for the required findings: issuers approaching the

current cap increasingly split their rounds, moving the balance into Rule 506(c) offerings with

materially less disclosure (323 concurrent raises totaling $422.6 million). Raising the limit keeps

that capital, and those investors, inside the fully disclosed, intermediated, FINRA-supervised

channel. On this record, the requested exemption does not merely coexist with investor

protection; it advances it.

IV. Conclusion

Petitioner notes that the relief requested here is also sought in File No. 4-889, which asks the

Commission to raise the Regulation Crowdfunding limit to the same $20 million figure,

5

15 U.S.C. § 77c(b)(2)(F) (“The Commission shall require the issuer to file audited financial statements with the

Commission annually.”); see also id. § 77c(b)(2)(B)–(D) (requiring that securities be offered and sold publicly, that

they be unrestricted, and that liability under Securities Act Section 12(a)(2) attach), and id. § 77c(b)(4) (ongoing

periodic disclosure).

6

See, e.g., Does the SEC Have Legal Authority to Exceed Statutory Dollar Limitations?, Mercatus Center Public

Interest Comment on File No. S7-05-20 (2020).

reflecting the breadth of support for this reform.7 For the reasons stated in the petition, the July

15 supplement, and this submission, Petitioner respectfully renews its request that the

Commission amend Rule 100(a) of Regulation Crowdfunding to raise the offering limit to $20

million per 12-month period, indexed to inflation on the schedule provided in Section 4A(h),

acting pursuant to its authority under Sections 28 and 19(a) of the Securities Act. Petitioner

would welcome the opportunity to discuss these matters with the Commission or its staff.

Respectfully submitted,

Sherwood Neiss

Principal, Crowdfund Capital Advisors, LLC

sherwood@theccagroup.com

7

Rulemaking Petition, File No. 4-889 (docketed Mar. 4, 2026) (requesting, inter alia, an increase in the Regulation

Crowdfunding offering limit from $5 million to $20 million).