Good morning. I regret that I cannot be with you. Today’s meeting is the first one since the departure of Stacey Bowers, who served as Advocate for Small Business Capital Formation. I would like to acknowledge her contributions to the efforts of this committee.
Before diving into today’s agenda, I would like to acknowledge some recent work by our staff. The first item is the 2025 Staff Report from the Office of the Advocate for Small Business Capital Formation. This report provides a comprehensive snapshot of the state of small business capital formation, including a wealth of information on crowdfunding, Regulation A, and Regulation D offerings.
The second item to highlight is work by the Division of Corporation Finance’s Office of Small Business Policy to provide much needed regulatory guidance for small businesses. During the Biden administration, the SEC expended tremendous amounts of staff resources focusing on environmental, social, and political projects that had a weak, if any, nexus to financial markets, rather than focusing on capital formation. Division leadership has refocused on its traditional work on capital formation and investor protection, particularly with respect to smaller businesses.
Recently, SEC staff published frequently asked questions (FAQs) on Form D.[1] Since Regulation D plays a significant role in capital formation for U.S. small businesses, we should continue to improve clarity and predictability for issuers seeking to rely on that regulation. These FAQs consolidate existing guidance and are designed to be a “one-stop shop” to quickly address frequent questions posed to the staff about Form D.
The Division of Corporation Finance has also published new compliance and disclosure interpretations (C&DIs), including ones that address “new” questions about Regulation D. For example, one C&DI clarifies that when taking reasonable steps to verify accredited investor status in Rule 506(c), issuers can use different verification methods for different purchasers in the same offering.[2] Some of the changes update our guidance to reflect the adoption of new rules and their impact on issues such as transactional integration.[3] Other C&DIs formalized longstanding interpretive positions. For example, under Regulation Crowdfunding, the staff described how to switch from one crowdfunding platform to another before making a sale.[4]
Additionally, the staff advised that certain guidance and relief specific to registered companies also applies in the Regulation A context, such as extending the non-public filing and review accommodation to Regulation A issuers.[5]
Lastly, the staff answered certain offering questions that come up periodically in the Regulation A space, such as that a company cannot accept any money or other consideration before qualification.[6]
Our staff stands ready to provide additional guidance and interpretations. If you have questions or believe that additional guidance is needed, I encourage you to reach out to them.
Turning to today’s agenda, I am pleased that the Committee will continue its “deep dive” into the topic of finders. A regulatory solution in this area is long overdue. A key consideration is whether the regulatory burdens can be minimized given the limited role such persons play. Sound regulation practices recognize that rules should be appropriately tailored to the specific risk being addressed.
If an intermediary serves in a limited role, such as simply providing introductory services, the full panoply of broker-dealer regulation would not appear to provide additional investor safeguards. Instead, they can deter useful and productive capital formation efforts. Thus, we should consider what regulatory requirements, if any, are so fundamental that they should apply irrespective of the limited transactional roles. These rules are likely to encompass only a small fraction of the broader SEC and FINRA rulebooks applicable to broker-dealers.
Thank you to the participants, presenters and attendees for joining us today. Have a good meeting.
[1] Frequently Asked Questions and Answers on Form D (Jan. 23, 2026), available at https://www.sec.gov/about/divisions-offices/division-corporation-finance/frequently-asked-questions-answers-form-d.
[2] Compliance and Disclosure Interpretations, Securities Act Rules, Question 260.39.
[3] For example, a number of C&DIs about integration were updated to account for the adoption of Rule 152 in 2021.
[4] Compliance and Disclosure Interpretations, Regulation Crowdfunding, Question 100.03.
[5] Compliance and Disclosure Interpretations, Securities Act Rules, Question 182.24.
[6] Compliance and Disclosure Interpretations, Securities Act Rules, Question 182.31.
