[House Report 119-203]
[From the U.S. Government Publishing Office]
119th Congress } { Report
HOUSE OF REPRESENTATIVES
1st Session } { 119-203
======================================================================
AMENDMENT FOR CROWDFUNDING CAPITAL ENHANCEMENT AND SMALL-BUSINESS
SUPPORT ACT OF 2025
_______
July 15, 2025.--Committed to the Committee of the Whole House on the
State of the Union and ordered to be printed
_______
Mr. Hill of Arkansas, from the Committee on Financial Services,
submitted the following
R E P O R T
[To accompany H.R. 3645]
The Committee on Financial Services, to whom was referred
the bill (H.R. 3645) to amend the Securities Act of 1933 to
raise the offering amount threshold for when issuers using the
crowdfunding exemption are required to file financial
statements reviewed by a public accountant who is independent
of the issuer, and for other purposes, having considered the
same, reports favorably thereon with an amendment and
recommends that the bill as amended do pass.
CONTENTS
Page
Purpose and Summary.............................................. 2
Background and Need for Legislation.............................. 2
Committee Consideration.......................................... 3
Related Hearings................................................. 3
Committee Votes.................................................. 3
Committee Oversight Findings..................................... 6
Performance Goals and Objectives................................. 6
Committee Cost Estimate.......................................... 6
New Budget Authority and CBO Cost Estimate....................... 6
Unfunded Mandates Statement...................................... 6
Earmark Statement................................................ 6
Federal Advisory Committee Act Statement......................... 6
Applicability to the Legislative Branch.......................... 7
Duplication of Federal Programs.................................. 7
Section-by-Section Analysis of the Legislation................... 7
Changes in Existing Law Made by the Bill, as Reported............ 7
The amendment is as follows:
Strike all after the enacting clause and insert the
following:
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Amendment for Crowdfunding Capital
Enhancement and Small-business Support Act of 2025'' or the ``ACCESS
Act of 2025''.
SEC. 2. OFFERING THRESHOLD FOR REVIEWS BY PUBLIC ACCOUNTANT.
(a) In General.--Section 4A of the Securities Act of 1933 (15 U.S.C.
77d-1) is amended--
(1) in subsection (b)(1)(D), by striking ``$100,000'' each
place such term appears and inserting ``$250,000''; and
(2) by adding at the end the following:
``(i) Discretion to Adjust Amount.--The Commission may increase the
amount specified in subsections (b)(1)(D)(i) and (b)(1)(D)(ii) from
$250,000 to an amount not greater than $400,000 upon the recommendation
of the Office of the Advocate for Small Business Capital Formation and
the Office of the Investor Advocate.''.
(b) Technical Corrections.--Section 4A of the Securities Act of 1933
(15 U.S.C. 77d-1) is amended--
(1) by striking ``section 4(6)'' each place such term appears
and inserting ``section 4(a)(6)''; and
(2) by striking ``section 4(6)(B)'' each place such term
appears and inserting ``section 4(a)(6)(B)''.
Purpose and Summary
H.R. 3645, the Amendment for Crowdfunding Capital
Enhancement and Small-business Support (ACCESS) Act of 2025,
was introduced on May 29, 2025, by Representative Dan Meuser
(PA-09). H.R. 3645 would amend the Securities Act of 1933 to
raise the offering amount threshold for when issuers using the
crowdfunding exemption are required to file financial
statements reviewed by a public accountant who is independent
of the issuer.
Background and Need for Legislation
The Jumpstart Our Business Startups (JOBS) Act of 2012
created an exemption for securities issued through crowdfunding
from Securities and Exchange Commission (SEC) registration
requirements. Regulation Crowdfunding (Regulation CF) has been
useful for startups and small companies seeking to raise small
amounts of money from individuals using the internet or
internet-based funding platforms. Since 2016, Regulation CF has
supported over 6,500 startups and raised nearly $2.4 billion in
capital through 8,400 investment rounds for early-stage
companies. However, in 2024, companies utilizing Regulation CF
raised a total of $343.6 million--an 18 percent decrease
compared to the $423 million raised in 2023.
Currently, issuers using the crowdfunding exemption must
file financial statements reviewed by an independent public
accountant when the offering amount is over $100,000. This
requirement can be cost-prohibitive for smaller issuers, as the
average cost to file these statements is around $10,000,
representing a significant expense relative to the amount
raised.
H.R. 3645 seeks to increase this threshold to $250,000. In
an effort to provide relief to small businesses during the
COVID-19 pandemic, the SEC temporarily raised the offering
threshold requiring reviewed financial statements to $250,000.
During that period, the crowdfunding program continued to work
as designed, suggesting that a higher threshold could support
small businesses without compromising investor protection.
Committee Consideration
119TH CONGRESS
On May 29, 2025, Representative Meuser introduced H.R.
3645, the ACCESS Act, with Representatives Monica De La Cruz
(R-TX), Lisa McClain (R-MI), Zach Nunn (R-IA), and Maria
Salazar (R-FL) as original cosponsors. The bill was referred
solely to the Committee on Financial Services. The bill was
attached to the February 26, 2025, hearing titled ``The Future
of American Capital: Strengthening Public and Private Markets
by Increasing Investor Access and Facilitating Capital
Formation'' and the March 25, 2025, hearing titled ``Beyond
Silicon Valley: Expanding Access to Capital Across America.''
On June 10, 2025, the Committee on Financial Services met
in open session to consider, among others, H.R. 3645. The
Committee ordered H.R. 3645, as amended, to be favorably
reported to the House of Representatives.
118TH CONGRESS
On December 14, 2023, Representative Meuser introduced H.R.
6825, the ACCESS Act of 2023, with Representatives Bill
Huizenga (R-MI), Pete Sessions (R-TX), and Nunn as original
cosponsors. This bill is an earlier iteration of H.R. 3645. The
bill was referred solely to the Committee on Financial
Services.
Related Hearings
Pursuant to clause 3(c)(6) of rule XIII of the Rules of the
House of Representatives, the following hearings were used to
develop H.R. 3645:
The Capital Markets Subcommittee of the Committee on
Financial Services held a February 26, 2025, hearing titled
``The Future of American Capital: Strengthening Public and
Private Markets by Increasing Investor Access and Facilitating
Capital Formation'' and the Full Committee held a March 25,
2025, hearing titled, ``Beyond Silicon Valley: Expanding Access
to Capital Across America.'' A discussion draft version of the
bill was attached to both hearings. The following witnesses
testified at the February 26, 2025, hearing: Mr. Andrew
Barnell, CEO and Co-Founder, Geneoscopy; Mr. McKeever Conwell,
Founder and Managing Partner, RareBreed Ventures; Ms. Rebecca
Kacaba, CEO and Co-Founder, DealMaker; Ms. Anna Pinedo,
Partner, Mayer Brown; and Ms. Alexandra Thornton, Senior
Director, Financial Regulation, Center for American Progress.
The following witnesses testified at the March 25, 2025,
hearing: Mr. Steve Case, Chairman and CEO, Revolution LLC; Mr.
Bill Newell, Senior Business Advisor & Former CEO, Sutro
Biopharma; Ms. Candice Matthews Brackeen, General Partner,
Lightship Capital; Mr. Joel Trotter, Partner, Latham & Watkins
LLP; and Ms. Amanda Senn, Director of the Alabama Securities
Commission.
Committee Votes
Clause 3(b) of rule XIII of the Rules of the House of
Representatives requires the Committee Report to include for
each record vote on a motion to report the measure or matter
and on any amendments offered to the measure or matter the
total number of votes for and against and the names of the
Members voting for and against.
On June 10, 2025, the Committee ordered H.R. 3645, as
amended, to be reported favorably to the House by a recorded
vote of 51 yeas and 0 nays, a quorum being present. (Record
Vote No. FC-137).
Before the question to report was called, the Committee
adopted an amendment in the nature of a substitute, designated
HR3645_ANS, which lowered the offering threshold requiring
reviewed financial statements from $500,000 to $250,000,
offered by Representative Meuser. The amendment was adopted by
voice vote, a quorum being present.
[GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]
Committee Oversight Findings
Pursuant to clause 3(c) of rule XIII of the Rules of the
House of Representatives, the findings and recommendations of
the Committee, based on oversight activities under clause
2(b)(1) of rule X of the Rules of the House of Representatives,
are incorporated in the descriptive portions of this report.
Performance Goals and Objectives
Pursuant to clause 3(c)(4) of rule XIII of the Rules of the
House of Representatives, the goal of H.R. 3645 is to expand
the number of companies that can raise capital under Regulation
Crowdfunding without being required to file financial
statements reviewed by a costly independent public accountant.
Committee Cost Estimate
Clause 3(d)(1) of rule XIII of the Rules of the House of
Representatives requires an estimate and a comparison of the
costs that would be incurred in carrying out H.R. 3645. The
Committee has requested but not received a cost estimate from
the Director of the Congressional Budget Office. However,
pursuant to clause 3(d)(1) of rule XIII of the Rules of the
House of Representatives, the Committee will adopt as its own
the cost estimate by the Director of the Congressional Budget
Office once it has been prepared.
New Budget Authority and CBO Cost Estimate
With respect to the requirements of clause 3(c)(2) of rule
XIII of the Rules of the House of Representatives and section
308(a) of the Congressional Budget Act of 1974 and with respect
to requirements of clause 3(c)(3) of rule XIII of the Rules of
the House of Representatives and section 402 of the
Congressional Budget Act of 1974, a cost estimate was not made
available to the Committee in time for the filing of this
report. The Chairman of the Committee shall cause such estimate
to be printed in the Congressional Record upon its receipt by
the Committee.
Unfunded Mandates Statement
The Committee has requested but not received from the
Director of the Congressional Budget Office an estimate of the
Federal mandates pursuant to section 423 of the Unfunded
Mandates Reform Act. The Committee will adopt the estimate once
it has been prepared by the Director.
Earmark Statement
With respect to clause 9 of rule XXI of the Rules of the
House of Representatives, the Committee has carefully reviewed
the provisions of the resolution and states that the provisions
of the bill do not contain any congressional earmarks, limited
tax benefits, or limited tariff benefits within the meaning of
the rule.
Federal Advisory Committee Act Statement
No advisory committees within the meaning of section 5(b)
of the Federal Advisory Committee Act were created by this
legislation.
Applicability to the Legislative Branch
The Committee finds that the legislation does not relate to
the terms and conditions of employment or access to public
services or accommodations within the meaning of section
102(b)(3) of the Congressional Accountability Act.
Duplication of Federal Programs
Pursuant to clause 3(c)(5) of rule XIII of the Rules of the
House of Representatives, the Committee states that no
provision of the bill establishes or reauthorizes a program of
the Federal Government known to be duplicative of another
Federal program, including any program that was included in a
report to Congress pursuant to section 21 of the Public Law
111-139 or the most recent Catalog of Federal Domestic
Assistance.
Section-by-Section Analysis of the Legislation
Section 1. Short title
Section 1 provides the short title is the ``Amendment for
Crowdfunding Capital Enhancement and Small-business Support Act
of 2025'' or the ``ACCESS Act of 2025''.
Section 2. Offering threshold for reviews by public accountant
Section 2 raises the offering amount threshold at which
issuers using the crowdfunding exemption must provide financial
statements reviewed by an independent public accountant.
Specifically, it increases the threshold from $100,000 to
$250,000.
Changes in Existing Law Made by the Bill, as Reported
In compliance with clause 3(e) of rule XIII of the Rules of
the House of Representatives, changes in existing law made by
the bill, as reported, are shown as follows (existing law
proposed to be omitted is enclosed in black brackets, new
matter is printed in italics, and existing law in which no
change is proposed is shown in roman):
SECURITIES ACT OF 1933
TITLE I--
* * * * * * *
SEC. 4A. REQUIREMENTS WITH RESPECT TO CERTAIN SMALL TRANSACTIONS.
(a) Requirements on Intermediaries.--A person acting as an
intermediary in a transaction involving the offer or sale of
securities for the account of others pursuant to [section 4(6)]
section 4(a)(6) shall--
(1) register with the Commission as--
(A) a broker; or
(B) a funding portal (as defined in section
3(a)(80) of the Securities Exchange Act of
1934);
(2) register with any applicable self-regulatory
organization (as defined in section 3(a)(26) of the
Securities Exchange Act of 1934);
(3) provide such disclosures, including disclosures
related to risks and other investor education
materials, as the Commission shall, by rule, determine
appropriate;
(4) ensure that each investor--
(A) reviews investor-education information,
in accordance with standards established by the
Commission, by rule;
(B) positively affirms that the investor
understands that the investor is risking the
loss of the entire investment, and that the
investor could bear such a loss; and
(C) answers questions demonstrating--
(i) an understanding of the level of
risk generally applicable to
investments in startups, emerging
businesses, and small issuers;
(ii) an understanding of the risk of
illiquidity; and
(iii) an understanding of such other
matters as the Commission determines
appropriate, by rule;
(5) take such measures to reduce the risk of fraud
with respect to such transactions, as established by
the Commission, by rule, including obtaining a
background and securities enforcement regulatory
history check on each officer, director, and person
holding more than 20 percent of the outstanding equity
of every issuer whose securities are offered by such
person;
(6) not later than 21 days prior to the first day on
which securities are sold to any investor (or such
other period as the Commission may establish), make
available to the Commission and to potential investors
any information provided by the issuer pursuant to
subsection (b);
(7) ensure that all offering proceeds are only
provided to the issuer when the aggregate capital
raised from all investors is equal to or greater than a
target offering amount, and allow all investors to
cancel their commitments to invest, as the Commission
shall, by rule, determine appropriate;
(8) make such efforts as the Commission determines
appropriate, by rule, to ensure that no investor in a
12-month period has purchased securities offered
pursuant to [section 4(6)] section 4(a)(6) that, in the
aggregate, from all issuers, exceed the investment
limits set forth in [section 4(6)] section 4(a)(6)(B);
(9) take such steps to protect the privacy of
information collected from investors as the Commission
shall, by rule, determine appropriate;
(10) not compensate promoters, finders, or lead
generators for providing the broker or funding portal
with the personal identifying information of any
potential investor;
(11) prohibit its directors, officers, or partners
(or any person occupying a similar status or performing
a similar function) from having any financial interest
in an issuer using its services; and
(12) meet such other requirements as the Commission
may, by rule, prescribe, for the protection of
investors and in the public interest.
(b) Requirements for Issuers.--For purposes of [section 4(6)]
section 4(a)(6), an issuer who offers or sells securities
shall--
(1) file with the Commission and provide to investors
and the relevant broker or funding portal, and make
available to potential investors--
(A) the name, legal status, physical address,
and website address of the issuer;
(B) the names of the directors and officers
(and any persons occupying a similar status or
performing a similar function), and each person
holding more than 20 percent of the shares of
the issuer;
(C) a description of the business of the
issuer and the anticipated business plan of the
issuer;
(D) a description of the financial condition
of the issuer, including, for offerings that,
together with all other offerings of the issuer
under [section 4(6)] section 4(a)(6) within the
preceding 12-month period, have, in the
aggregate, target offering amounts of--
(i) [$100,000] $250,000 or less--
(I) the income tax returns
filed by the issuer for the
most recently completed year
(if any); and
(II) financial statements of
the issuer, which shall be
certified by the principal
executive officer of the issuer
to be true and complete in all
material respects;
(ii) more than [$100,000] $250,000,
but not more than $500,000, financial
statements reviewed by a public
accountant who is independent of the
issuer, using professional standards
and procedures for such review or
standards and procedures established by
the Commission, by rule, for such
purpose; and
(iii) more than $500,000 (or such
other amount as the Commission may
establish, by rule), audited financial
statements;
(E) a description of the stated purpose and
intended use of the proceeds of the offering
sought by the issuer with respect to the target
offering amount;
(F) the target offering amount, the deadline
to reach the target offering amount, and
regular updates regarding the progress of the
issuer in meeting the target offering amount;
(G) the price to the public of the securities
or the method for determining the price,
provided that, prior to sale, each investor
shall be provided in writing the final price
and all required disclosures, with a reasonable
opportunity to rescind the commitment to
purchase the securities;
(H) a description of the ownership and
capital structure of the issuer, including--
(i) terms of the securities of the
issuer being offered and each other
class of security of the issuer,
including how such terms may be
modified, and a summary of the
differences between such securities,
including how the rights of the
securities being offered may be
materially limited, diluted, or
qualified by the rights of any other
class of security of the issuer;
(ii) a description of how the
exercise of the rights held by the
principal shareholders of the issuer
could negatively impact the purchasers
of the securities being offered;
(iii) the name and ownership level of
each existing shareholder who owns more
than 20 percent of any class of the
securities of the issuer;
(iv) how the securities being offered
are being valued, and examples of
methods for how such securities may be
valued by the issuer in the future,
including during subsequent corporate
actions; and
(v) the risks to purchasers of the
securities relating to minority
ownership in the issuer, the risks
associated with corporate actions,
including additional issuances of
shares, a sale of the issuer or of
assets of the issuer, or transactions
with related parties; and
(I) such other information as the Commission
may, by rule, prescribe, for the protection of
investors and in the public interest;
(2) not advertise the terms of the offering, except
for notices which direct investors to the funding
portal or broker;
(3) not compensate or commit to compensate, directly
or indirectly, any person to promote its offerings
through communication channels provided by a broker or
funding portal, without taking such steps as the
Commission shall, by rule, require to ensure that such
person clearly discloses the receipt, past or
prospective, of such compensation, upon each instance
of such promotional communication;
(4) not less than annually, file with the Commission
and provide to investors reports of the results of
operations and financial statements of the issuer, as
the Commission shall, by rule, determine appropriate,
subject to such exceptions and termination dates as the
Commission may establish, by rule; and
(5) comply with such other requirements as the
Commission may, by rule, prescribe, for the protection
of investors and in the public interest.
(c) Liability for Material Misstatements and Omissions.--
(1) Actions authorized.--
(A) In general.--Subject to paragraph (2), a
person who purchases a security in a
transaction exempted by the provisions of
[section 4(6)] section 4(a)(6) may bring an
action against an issuer described in paragraph
(2), either at law or in equity in any court of
competent jurisdiction, to recover the
consideration paid for such security with
interest thereon, less the amount of any income
received thereon, upon the tender of such
security, or for damages if such person no
longer owns the security.
(B) Liability.--An action brought under this
paragraph shall be subject to the provisions of
section 12(b) and section 13, as if the
liability were created under section 12(a)(2).
(2) Applicability.--An issuer shall be liable in an
action under paragraph (1), if the issuer--
(A) by the use of any means or instruments of
transportation or communication in interstate
commerce or of the mails, by any means of any
written or oral communication, in the offering
or sale of a security in a transaction exempted
by the provisions of [section 4(6)] section
4(a)(6), makes an untrue statement of a
material fact or omits to state a material fact
required to be stated or necessary in order to
make the statements, in the light of the
circumstances under which they were made, not
misleading, provided that the purchaser did not
know of such untruth or omission; and
(B) does not sustain the burden of proof that
such issuer did not know, and in the exercise
of reasonable care could not have known, of
such untruth or omission.
(3) Definition.--As used in this subsection, the term
``issuer'' includes any person who is a director or
partner of the issuer, and the principal executive
officer or officers, principal financial officer, and
controller or principal accounting officer of the
issuer (and any person occupying a similar status or
performing a similar function) that offers or sells a
security in a transaction exempted by the provisions of
[section 4(6)] section 4(a)(6), and any person who
offers or sells the security in such offering.
(d) Information Available to States.--The Commission shall
make, or shall cause to be made by the relevant broker or
funding portal, the information described in subsection (b) and
such other information as the Commission, by rule, determines
appropriate, available to the securities commission (or any
agency or office performing like functions) of each State and
territory of the United States and the District of Columbia.
(e) Restrictions on Sales.--Securities issued pursuant to a
transaction described in [section 4(6)] section 4(a)(6)--
(1) may not be transferred by the purchaser of such
securities during the 1-year period beginning on the
date of purchase, unless such securities are
transferred--
(A) to the issuer of the securities;
(B) to an accredited investor;
(C) as part of an offering registered with
the Commission; or
(D) to a member of the family of the
purchaser or the equivalent, or in connection
with the death or divorce of the purchaser or
other similar circumstance, in the discretion
of the Commission; and
(2) shall be subject to such other limitations as the
Commission shall, by rule, establish.
(f) Applicability.--Section 4(6) shall not apply to
transactions involving the offer or sale of securities by any
issuer that--
(1) is not organized under and subject to the laws of
a State or territory of the United States or the
District of Columbia;
(2) is subject to the requirement to file reports
pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934;
(3) is an investment company, as defined in section 3
of the Investment Company Act of 1940, or is excluded
from the definition of investment company by section
3(b) or section 3(c) of that Act; or
(4) the Commission, by rule or regulation, determines
appropriate.
(g) Rule of Construction.--Nothing in this section or
[section 4(6)] section 4(a)(6) shall be construed as preventing
an issuer from raising capital through methods not described
under [section 4(6)] section 4(a)(6).
(h) Certain Calculations.--
(1) Dollar amounts.--Dollar amounts in [section 4(6)]
section 4(a)(6) and subsection (b) of this section
shall be adjusted by the Commission not less frequently
than once every 5 years, by notice published in the
Federal Register to reflect any change in the Consumer
Price Index for All Urban Consumers published by the
Bureau of Labor Statistics.
(2) Income and net worth.--The income and net worth
of a natural person under [section 4(6)] section
4(a)(6)(B) shall be calculated in accordance with any
rules of the Commission under this title regarding the
calculation of the income and net worth, respectively,
of an accredited investor.
(i) Discretion to Adjust Amount.--The Commission may increase
the amount specified in subsections (b)(1)(D)(i) and
(b)(1)(D)(ii) from $250,000 to an amount not greater than
$400,000 upon the recommendation of the Office of the Advocate
for Small Business Capital Formation and the Office of the
Investor Advocate.
* * * * * * *
[all]