[Federal Register Volume 87, Number 181 (Tuesday, September 20, 2022)]
[Rules and Regulations]
[Pages 57394-57398]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-19867]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 227, 230, 239, and 240

[Release Nos. 33-11098; 34-95715]


Inflation Adjustments Under Titles I and III of the JOBS Act

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: To effectuate inflation adjustments required under Title I and 
Title III of the Jumpstart Our Business Startups Act (``JOBS Act''), we 
are adopting amendments to adjust the thresholds in the definition of 
``emerging growth company'' as well as dollar amounts in Regulation 
Crowdfunding.

DATES: Effective September 20, 2022.

FOR FURTHER INFORMATION CONTACT: Charlie Guidry, Special Counsel, 
Office of Small Business Policy, at (202) 551-3460, Division of 
Corporation Finance, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549.

SUPPLEMENTARY INFORMATION: We are adopting amendments to 17 CFR 
227.100(a)(2) (``Rule 100(a)(2)'') and 17 CFR 227.201(t) (``Rule 
201(t)'') of 17 CFR 227.100 et seq. (``Regulation Crowdfunding''); 17 
CFR 230.405 (``Rule 405'') and 17 CFR 239.900 (``Form C'') under the 
Securities Act of 1933 (``Securities Act''); and 17 CFR 240.12b-2 
(``Rule 12b-2'') under the Exchange Act of 1934 (``Exchange Act'').

I. Introduction

    Title I of the JOBS Act \1\ added Securities Act Section 2(a)(19) 
and Exchange Act Section 3(a)(80) to define the term ``emerging growth 
company'' \2\ (``EGC''). Pursuant to the statutory definition, the 
Commission is required every five years to index to inflation the 
annual gross revenue amount used to determine EGC status to reflect the 
change in the Consumer Price Index for All Urban Consumers (``CPI-U'') 
published by the Bureau of Labor Statistics (``BLS'').\3\ In 2017, the 
Commission increased the annual gross revenue amount from 
$1,000,000,000 to $1,070,000,000.\4\ We are adopting amendments to our 
rules to reflect the next statutorily required inflation adjustment to 
the annual gross revenue amount.
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    \1\ Public Law 112-106, 126 Stat. 306 (2012).
    \2\ Section 101(a) of the JOBS Act amended Section 2(a) of the 
Securities Act [15 U.S.C. 77b(a)] and Section 3(a) of the Exchange 
Act [15 U.S.C. 78c(a)] to define an ``emerging growth company'' as 
an issuer with less than $1 billion in total annual gross revenues 
during its most recently completed fiscal year. If an issuer 
qualifies as an EGC on the first day of its fiscal year, it 
maintains that status until the earliest of (1) the last day of the 
fiscal year of the issuer during which it has total annual gross 
revenues of $1 billion or more; (2) the last day of its fiscal year 
following the fifth anniversary of the first sale of its common 
equity securities pursuant to an effective registration statement; 
(3) the date on which the issuer has, during the previous three-year 
period, issued more than $1 billion in non-convertible debt; or (4) 
the date on which the issuer is deemed to be a ``large accelerated 
filer'' (as defined in Exchange Act Rule 12b-2). See Section 
2(a)(19) of the Securities Act [15 U.S.C. 77b(a)(19)] and Section 
3(a)(80) of the Exchange Act [15 U.S.C. 78c(a)(80)]. A ``large 
accelerated filer'' is an issuer that, as of the end of its fiscal 
year, has an aggregate worldwide market value of the voting and non-
voting common equity held by its non-affiliates of $700 million or 
more, as measured on the last business day of the issuer's most 
recently completed second fiscal quarter; has been subject to the 
requirements of Section 13(a) or 15(d) of the Exchange Act for a 
period of at least twelve calendar months; has filed at least one 
annual report pursuant to Section 13(a) or 15(d) of the Exchange 
Act; and is not eligible to use the requirements for smaller 
reporting companies under the revenue test in paragraph (2) or 
(3)(iii)(B) of the ``smaller reporting company'' definition. See 
Exchange Act Rule 12b-2.
    \3\ The CPI-U is the statistical metric developed by the BLS to 
monitor the change in the price of a set list of products. The CPI-U 
represents changes in prices of all goods and services purchased for 
consumption by urban households. See ``Consumer Price Index'' 
available at https://www.bls.gov/cpi.
    \4\ See Inflation Adjustments and Other Technical Amendments 
Under Titles I and III of the Jobs Act, Release Nos. 33-10332; 34-
80355 (Mar. 31, 2017) [82 FR 17545 (Apr. 12, 2017)] (``2017 
Release'').
    \5\ 15 U.S.C. 77d(a)(6).
    \6\ 15 U.S.C. 77e.
    \7\ 17 CFR 227.100 et seq.; see also Crowdfunding, Release No. 
33-9974 (Oct. 30, 2015) [80 FR 71388] (``Crowdfunding Release'').
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    Title III of the JOBS Act added Securities Act Section 4(a)(6),\5\> 
which provides an exemption from the registration requirements of 
Securities Act Section 5 \6\ for certain crowdfunding transactions, and 
the Commission promulgated Regulation Crowdfunding \7\

[[Page 57395]]

to implement that exemption. Sections 4(a)(6) and 4A \8\ of the 
Securities Act set forth dollar amounts used in connection with the 
crowdfunding exemption, and Section 4A(h)(1) \9\ states that such 
dollar amounts shall be adjusted by the Commission not less frequently 
than once every five years to reflect the change in the CPI-U published 
by the BLS. Pursuant to this directive, the Commission adjusted the 
amounts for inflation in the 2017 Release. We are amending Regulation 
Crowdfunding to again adjust those dollar amounts for inflation 
pursuant to the statutory requirement.
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    \8\ 15 U.S.C. 77d-1.
    \9\ 15 U.S.C. 77d-1(h)(1).
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II. Inflation Adjustments to the Definition of ``Emerging Growth 
Company''

    JOBS Act Section 101 amended Section 2(a)(19) of the Securities Act 
and Section 3(a)(80) of the Exchange Act to define ``emerging growth 
company'' to mean an issuer that had total annual gross revenues of 
less than $1 billion, as such amount is indexed for inflation every 
five years by the Commission to reflect the change in the CPI-U during 
its most recently completed fiscal year. By statute, the adjusted gross 
revenue threshold must be set to the nearest $1,000,000. Pursuant to 
this directive, the Commission, in the 2017 Release, adjusted the 
threshold from $1,000,000,000 to $1,070,000,000. Today, we are adopting 
an amendment to Rule 405 and to Rule 12b-2 to again index the annual 
gross revenue amounts included in the definition of ``emerging growth 
company'' for inflation to reflect the change in the CPI-U as required 
by statute.
    To determine the new EGC gross revenue threshold to be included in 
the amendments, we use the same baseline thresholds and CPI-U and the 
same methodology that the Commission used in the 2017 Release. First, 
we determine the appropriate CPI-U for December of the calendar year 
preceding the year of adjustment. Because we are making the inflation 
adjustment for the definition of EGC in 2022, we use the CPI-U for 
December 2021, which was 278.802 (``2021 CPI-U''). Consistent with the 
2017 Release, we then use the CPI-U for December of 2011, the calendar 
year before the EGC definition was established by the JOBS Act, which 
was 225.672 (``2011 CPI-U'').
    Second, we calculate the cost-of-living adjustment or inflation 
factor. To do this, we divide the 2021 CPI-U by the 2011 CPI-U. The 
resulting inflation factor is 1.23543.\10\
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    \10\ As in the 2017 Release, we round the inflation factor to 
the nearest hundred thousandth.
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    Third, we calculate the raw inflation adjustment, which is the 
inflation adjustment before rounding. To do this, we multiply the 
initial EGC gross revenue threshold, $1,000,000,000, by the inflation 
factor 1.23543, the product of which is $1,235,430,000.
    Fourth, we round the raw inflation amounts according to the 
convention set forth in the statutory definition.\11\ Because we round 
only the increased amount, we calculate the increased amount by 
subtracting the initial EGC gross revenue threshold from the raw 
maximum inflation adjustment. Accordingly, the increase in the EGC 
gross revenue threshold from the initial threshold is $235,430,000 
(i.e., $1,235,430,000 less $1,000,000,000), which is rounded to 
$235,000,000 under the statutory rounding convention.
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    \11\ See Section 2(a)(19) of the Securities Act and Section 
3(a)(80) of the Exchange Act, which require the amount to be set to 
the nearest $1,000,000.
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    Finally, we add the rounded increase, $235,000,000, to the initial 
EGC revenue threshold, $1,000,000,000, which yields an inflation-
adjusted EGC revenue threshold of $1,235,000,000. The amendments to the 
``emerging growth company'' definitions in Securities Act Rule 405 and 
Exchange Act Rule 12b-2 we are adopting reflect this adjusted 
threshold.

III. Inflation Adjustments to Regulation Crowdfunding Thresholds

    Title III of the JOBS Act amended the Securities Act to add Section 
4(a)(6), which provides an exemption from the registration requirements 
of Section 5 of the Securities Act for certain crowdfunding 
transactions. In 2015, the Commission adopted Regulation Crowdfunding 
to implement that exemption.\12\ Sections 4(a)(6) and 4A of the 
Securities Act set forth dollar amounts used in connection with the 
crowdfunding exemption,\13\ and Section 4A(h)(1) \14\ states that those 
dollar amounts shall be adjusted by the Commission not less frequently 
than once every five years to reflect any changes in the CPI-U. 
Pursuant to this directive, the Commission, in the 2017 Release, 
adjusted those dollar amounts to reflect the inflation adjustment for 
the prior five-year period from December 2011 until December 2016, and 
we are again amending Rules 100(a)(2) and 201(t) and Form C to adjust 
for inflation the dollar amounts set forth in these rules and in the 
form as required by the statute.
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    \12\ See Crowdfunding Release.
    \13\ Section 4(a)(6)(A) sets forth the maximum amount an issuer 
may sell in reliance on the crowdfunding exemption in a 12-month 
period, and Section 4(a)(6)(B) sets limits on the dollar amount that 
may be sold to any investor by an issuer in reliance on the 
crowdfunding exemption. These amounts, as adjusted in the 2017 
Release, are reflected in 17 CFR 227.100. Section 4A(b)(1)(D) sets 
forth thresholds for determining the level of financial statements 
required, and those thresholds, as adjusted in the 2017 Release, are 
reflected in Rule 201(t).
    \14\ 15 U.S.C. 77d-1(h)(1).
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    To determine the adjusted dollar amounts for Rule 100(a)(2) and 
Rule 201(t), we use the same process as described above in connection 
with the EGC adjustment to determine the raw inflation amounts.\15\ 
Then we round the raw inflation amounts to the nearest $100 for amounts 
under $100,000 and to the nearest $1,000 for amounts that equal or 
exceed $100,000. The rounded inflation amounts are then added to the 
initial inflation amounts to yield the inflation-adjusted amounts. 
Tables 1 and 2 show the current amounts, initial amounts, rounded 
inflation amounts, and inflation-adjusted amounts for Rules 100(a)(2) 
and 201(t).\16\
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    \15\ The 2021 CPI-U is divided by the 2011 CPI-U to derive the 
inflation factor of 1.23543. Each dollar amount is then multiplied 
by the inflation factor to determine the raw inflation adjusted 
amount. Then, to derive the Rounded Inflation Amount in the charts, 
we subtract that product by the original dollar amount and apply the 
rounding convention. The Inflation-Adjusted Amount is the sum of the 
Initial Amount and Rounded Inflation Amount.
    \16\ We have reflected the adjusted amounts for the financial 
statement thresholds where those are referenced in Question 29 of 
the ``Optional Question & Answer Format'' portion of Form C.

[[Page 57396]]



                Table 1--Inflation-Adjusted Amounts in Rule 100(a)(2) of Regulation Crowdfunding
                                               [Investment limits]
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                                                                                      Rounded       Inflation-
          Regulation crowdfunding rule            Current amount  Initial amount     inflation       adjusted
                                                                                      amount          amount
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Threshold for assessing investor's annual income        $107,000        $100,000         $24,000        $124,000
 or net worth to determine investment limits (17
 CFR 227.100(a)(2)(i) (``Rule 100(a)(2)(i)'')
 and 17 CFR 227.100(a)(2)(ii) (``Rule
 100(a)(2)(ii)'')...............................
Lower threshold of Regulation Crowdfunding                 2,200           2,000             500           2,500
 securities permitted to be sold to an investor
 if annual income or net worth is less than
 $124,000 (Rule 100(a)(2)(i))...................
Maximum amount that can be sold to an investor           107,000         100,000          24,000         124,000
 under Regulation Crowdfunding in a 12-month
 period (Rule 100(a)(2)(ii))....................
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                  Table 2--Inflation-Adjusted Amounts in Rule 201(t) of Regulation Crowdfunding
                                       [Financial statement requirements]
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                                                      Current         Initial
                                                     offering        offering         Rounded       Inflation-
          Regulation crowdfunding rule               threshold       threshold       inflation       adjusted
                                                      amount          amount          amount          amount
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17 CFR 227.201(t)(1)............................        $107,000        $100,000         $24,000        $124,000
17 CFR 227.201(t)(2)............................         535,000         500,000         118,000         618,000
17 CFR 227.201(t)(3)............................       1,070,000       1,000,000         235,000       1,235,000
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    When the Commission adjusted the Regulation Crowdfunding dollar 
amounts in April 2017 for inflation pursuant to the statutory 
directive, those adjustments included setting the offering limit in 17 
CFR 227.100(a)(1) (``Rule 100(a)(1)'') at $1,070,000. Adjusting the 
offering limit amount for inflation using the same method we use for 
the adjustments in Rules 100(a)(2) and 201(t) would result in an 
offering limit of $1,235,000 ($1,000,000 baseline plus $235,000 
inflation adjustment). However, effective March 2021, the Commission 
increased the Rule 100(a)(1) threshold by $3,930,000 (from $1,070,000 
to $5,000,000).\17\ Accordingly, we consider the current Rule 100(a)(1) 
offering limit to more than account for inflation and are making zero 
further inflation adjustments to this threshold at this time.\18\
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    \17\ See Facilitating Capital Formation and Expanding Investment 
Opportunities by Improving Access to Capital in Private Markets, 
Release Nos. 33-10884; 34-90300; IC-34082 (Nov. 2, 2020) [86 FR 3496 
(Jan. 14, 2021)] (``2020 Release'').
    \18\ For the next statutorily-required adjustment, we expect 
that the Commission will use $5 million as the baseline from which 
the adjustment will be calculated.
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IV. Procedural and Other Matters

    The Administrative Procedure Act (``APA'') generally requires an 
agency to publish notice of a rulemaking in the Federal Register and 
provide an opportunity for public comment. This requirement does not 
apply, however, if the agency ``for good cause finds . . . that notice 
and public procedure are impracticable, unnecessary, or contrary to the 
public interest.'' \19\
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    \19\ 5 U.S.C. 553(b)(3)(B).
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    The implementation of statutory inflation adjustments pursuant to 
Title I and Title III of the JOBS Act do not impose any new substantive 
regulatory requirements on any person. The amendments to implement the 
statutory inflation adjustments will effectuate the adjusted dollar 
amount thresholds mandated by the JOBS Act and involve minimal 
discretion. For these reasons, for good cause, we find that it is 
unnecessary to publish notice of these amendments in the Federal 
Register and solicit public comment thereon.\20\
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    \20\ This finding also satisfies the requirements of 5 U.S.C. 
808(2), allowing the amendments to become effective notwithstanding 
the requirement of 5 U.S.C. 801 (if a federal agency finds that 
notice and public comment are impractical, unnecessary or contrary 
to the public interest, a rule shall take effect at such time as the 
federal agency promulgating the rule determines). The amendments 
also do not require analysis under the Regulatory Flexibility Act. 
See 5 U.S.C. 604(a) (requiring a final regulatory flexibility 
analysis only for rules required by the APA or other law to undergo 
notice and comment).
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    For similar reasons, although the APA generally requires 
publication of a rule at least 30 days before its effective date, we 
find there is good cause for the amendments to take effect on September 
20, 2022.\21\
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    \21\ See 5 U.S.C. 553(d)(3).
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    If any of the provisions of these amendments, or the application 
thereof to any person or circumstance, is held to be invalid, such 
invalidity shall not affect other provisions or application of such 
provisions to other persons or circumstances that can be given effect 
without the invalid provision or application.
    Pursuant to the Congressional Review Act, the Office of Information 
and Regulatory Affairs has designated these amendments not a ``major 
rule,'' as defined by 5 U.S.C. 804(2).

V. Economic Analysis

    We are mindful of the costs imposed by, and the benefits to be 
obtained from, our rules. Section 2(b) of the Securities Act and 
Section 3(f) of the Exchange Act require the Commission, whenever it 
engages in rulemaking and is required to consider or determine whether 
an action is necessary or appropriate in the public interest, to 
consider, in addition to the protection of investors, whether the 
action would promote efficiency, competition, and capital 
formation.\22\ In addition, Section 23(a)(2) of the Exchange Act 
requires the Commission, when making rules under the Exchange Act, to 
consider the impact such rules would have on competition.\23\ Section 
23(a)(2) of the Exchange Act also prohibits the Commission from 
adopting any rule that would impose a burden on competition not 
necessary or appropriate in furtherance of the purposes of the Exchange 
Act.\24\ Below we address the costs and benefits, as well as the 
potential effects on efficiency, competition, and capital formation, of 
the various amendments being adopted in this release. Because

[[Page 57397]]

the amendments merely implement the statutory inflation adjustments 
mandated by the JOBS Act, we do not believe there are reasonable 
alternatives to the amendments discussed in this analysis.
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    \22\ See 15 U.S.C. 77b(b) and 15 U.S.C. 78c(f).
    \23\ See 15 U.S.C. 78w(a)(2).
    \24\ Id.
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    To comply with the inflation adjustments required under the JOBS 
Act, we are adopting amendments that include an inflation-adjusted 
threshold in the definition of the term ``emerging growth company.'' 
These amendments adjust the total annual gross revenue threshold for 
EGCs in accordance with inflation as required by the JOBS Act. The 
amendments will increase the number of eligible filers that may qualify 
for scaled disclosure, thereby reducing disclosure costs in the 
aggregate, to the extent that eligible filers take advantage of the EGC 
accommodations.
    We note that this inflation adjustment affects both domestic 
issuers and foreign private issuers. We estimate that during calendar 
year 2021 approximately 7,199 issuers filed annual reports \25\ 
(excluding asset-backed securities issuers and registered investment 
companies, which are ineligible for the EGC status). We estimate that 
approximately 1,704 (23.7%) of those filers were EGCs and 5,495 (76.3%) 
were non-EGCs.\26\ In addition, we estimate that among those filers, 
approximately 6,232 filed on domestic forms (of which approximately 
1,391 (22.3%) were EGCs) and 967 were foreign private issuers that 
filed on Forms 20-F and 40-F (of which approximately 313 (32.4%) were 
EGCs).
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    \25\ This estimate is based on the number of filers, by unique 
Central Index Key, with at least one periodic report on Form 10-K, 
Form 20-F, Form 40-F, or an amendment thereto, filed between January 
1 and December 31, 2021.
    \26\ EGC status data was obtained from Ives Group's Audit 
Analytics (``Audit Analytics'') and staff review of EDGAR filings.
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    The inflation adjustment to the total annual gross revenue 
threshold for EGCs is designed to maintain the scope of registrants 
that may qualify as an EGC, preserving the economic effects associated 
with the option to claim EGC status. It does so by not allowing the 
level of revenue, in real terms, that determines the eligibility for 
EGC status to be diminished by inflation. The inflation adjustment 
amendment may marginally expand the number of issuers that may claim 
EGC status, thus extending the economic effects, including impacts on 
efficiency, competition, and capital formation, of the option to claim 
this status to issuers that fall between the current $1,070,000,000 
gross revenue threshold and the $1,235,000,000 gross revenue threshold 
that will define EGC eligibility under the amendments. Using the number 
of filers and the distribution of filer revenues in calendar year 2021, 
we estimate that the inflation adjustment of the EGC revenue threshold 
will increase the overall number of EGCs by 51, from approximately 
1,704 (23.7% of the total number of filers (7,199)) to approximately 
1,755 (24.4% of the total number of filers (7,199)); among them, the 
number of domestic issuers that qualify as EGCs would increase by 45, 
from approximately 1,391 (22.3% of the total number of domestic-form 
filers (6,232)) to approximately 1,436 (23.0% of the total number of 
domestic-form filers (6,232)), while the number of foreign private 
issuers that qualify as EGCs will increase by 6, from approximately 313 
(32.4% of the total number of Form 20-F and 40-F filers (967)) to 
approximately 319 (33.0% of the total number of Form 20-F and 40-F 
filers (967)).\27\
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    \27\ The estimates of filers newly eligible as EGCs under the 
amendments are based on the number of calendar year non-EGC filers, 
excluding asset-backed securities issuers and registered investment 
companies (which are ineligible as EGCs) and excluding large 
accelerated filers (which also are ineligible as EGCs), with 
nonmissing revenue data in Audit Analytics (most recent revenues as 
of the end of calendar year 2021) that exceed the existing revenue 
threshold but do not exceed the inflation-adjusted revenue 
threshold, where revenue data is available. Revenue data is 
unavailable for approximately 1.5% of non-EGCs, which may result in 
a slight underestimate of the number of newly eligible EGCs. As a 
caveat, it is possible that some companies included in the above 
estimates would be ineligible as EGCs for reasons not captured in 
the estimate, for example, because they were previously EGCs and 
have ``aged out'' of the status or exceeded the non-convertible debt 
threshold, which may result in a slight overestimate of the number 
of newly eligible EGCs. Finally, the estimates are based on the 
universe of registrants from calendar year 2021. Future changes to 
the number and characteristics of new entrants and deregistering 
companies would also affect these projections.
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    For the purposes of analyzing the economic effects of the 
amendments to Regulation Crowdfunding, we use as our baseline the 
regulatory framework established by Regulation Crowdfunding as adopted 
in 2015 (and amended in 2017 and 2020).\28\ The amendments to 
Regulation Crowdfunding adjust the thresholds in Rules 100(a)(2) and 
201(t) in accordance with inflation as required by Section 4A(h) of the 
Securities Act and are not expected to increase disclosure or 
compliance costs incurred by an issuer. The adjustment will cause some 
issuers to become subject to less extensive financial statement 
requirements and may lower disclosure or compliance costs for these 
issuers.\29\ The adjustment will also increase the amounts of 
securities that may be sold to a given investor, which may expand some 
issuers' ability to raise capital and some investors' ability to gain 
exposure to Regulation Crowdfunding investment opportunities.
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    \28\ See Crowdfunding Release; see also 2017 Release and 2020 
Release.
    \29\ See Crowdfunding Release at 71497.
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    The inflation adjustment to the thresholds in Rules 100(a)(2) and 
201(t) is intended to allow these thresholds to keep pace with 
inflation, preserving the economic effects of Regulation Crowdfunding 
in real terms.\30\ For example, the inflation adjustments to the 
financial statement thresholds in Rule 201(t) will ensure that issuers 
can continue to utilize higher offering amounts without incurring the 
increased cost of complying with the higher tier of financial statement 
requirements that would apply absent the amendments.
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    \30\ Id. at 71482.
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    Substantively, the inflation adjustments to Rule 100(a)(2) and Rule 
201(t) marginally affect the amount of capital that issuers may raise 
in reliance on Regulation Crowdfunding without incurring the costs of 
compliance with a higher tier of financial statement requirements, the 
number of investors who may participate in crowdfunding offerings, and 
the amounts that investors may invest in crowdfunding offerings.
    Because we believe the substantive impact of these amendments to 
our rules and forms is likely to be marginal, we do not believe that 
they will substantially impact efficiency, competition, and capital 
formation.

VI. Paperwork Reduction Act

    The amendments effecting the statutory inflation adjustments do not 
make any substantive modifications to any existing collection of 
information requirements or impose any new substantive recordkeeping or 
information collection requirements within the meaning of the Paperwork 
Reduction Act of 1995 (``PRA'').\31\ Accordingly, we are not revising 
any burden and cost estimates in connection with these amendments.
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    \31\ 44 U.S.C. 3501 et seq. The amendments to reflect the 
statutory inflation adjustments to certain dollar amount thresholds 
in Titles I and III of the JOBS Act will have only marginal effects 
on the application of these thresholds for eligibility and reporting 
purposes and therefore are not expected to affect the overall burden 
estimates for affected forms. See Section V above.
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Statutory Authority

    The amendments contained in this release are being adopted under 
the authority set forth in Sections 2, 4(a)(6),

[[Page 57398]]

4A, and 19(a) of the Securities Act; Sections 3 and 23(a) of the 
Exchange Act; and Sections 102, 103, and 107 of the JOBS Act.

List of Subjects

17 CFR Part 227

    Crowdfunding, Reporting and recordkeeping requirements, Securities.

17 CFR Part 230

    Advertising, Administrative practice and procedure, Confidential 
business information, Investment companies, Reporting and recordkeeping 
requirements, Securities.

17 CFR Part 239

    Administrative practice and procedure, Reporting and recordkeeping 
requirements, Securities.

17 CFR Part 240

    Administrative practice and procedure, Reporting and recordkeeping 
requirements, Securities.

Text of the Final Rule and Form Amendments

    For the reasons set out in the preamble, the Commission is amending 
title 17, chapter II of the Code of Federal Regulations as follows:

PART 227--REGULATION CROWDFUNDING, GENERAL RULES AND REGULATIONS

0
1. The authority citation for part 227 continues to read as follows:

    Authority:  15 U.S.C. 77d, 77d-1, 77s, 77z-3, 78c, 78o, 78q, 
78w, 78mm, and Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012).

0
2. Amend Sec.  227.100 by:
0
a. In paragraph (a)(2)(i), removing reference to ``$2,200'' and adding 
in its place ``$2,500''; and removing ``$107,000'' and adding in its 
place ``$124,000''; and
0
b. In paragraph (a)(2)(ii), removing the two references to ``$107,000'' 
and adding in their place ``$124,000.''

0
3. Amend Sec.  227.201 by:
0
a. In paragraph (t)(1), removing reference to ``$107,000'' and adding 
in its place ``$124,000'';
0
b. In paragraph (t)(2), removing reference to ``$107,000'' and adding 
in its place ``$124,000''; and removing reference to ``$535,000'' and 
adding in its place ``$618,000''; and
0
c. In paragraph (t)(3), removing the two references to ``$535,000'' and 
adding in their place ``$618,000''; and removing reference to 
``$1,070,000'' and adding in its place ``$1,235,000.''

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

0
4. The authority citation for part 230 continues to read as follows:

    Authority:  15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 
77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-
7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-
30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 
Stat. 313 (2012), unless otherwise noted.
* * * * *


0
5. In Sec.  230.405, amend the definition ``Emerging growth company'' 
by:
0
a. In paragraph (1), removing reference to ``$1,070,000,000'' and 
adding in its place ``$1,235,000,000''; and
0
b. In paragraph (2)(i), removing reference to ``$1,070,000,000'' and 
adding in its place ``$1,235,000,000.''

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

0
6. The authority citation for part 239 continues to read as follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s, 77z-2, 77z-3, 
77sss, 78c, 78l, 78m, 78n, 78o(d), 78o-7 note, 78u-5, 78w(a), 78ll, 
78mm, 80a-2(a), 80a-3, 80a-8, 80a-9, 80a-10, 80a-13, 80a-24, 80a-26, 
80a-29, 80a-30, and 80a-37; and sec. 107, Pub. L. 112-106, 126 Stat. 
312, unless otherwise noted.


0
7. Amend Form C (referenced in Section 239.900) by revising the dollar 
amounts in Question 29 of the ``OPTIONAL QUESTION & ANSWER FORMAT FOR 
AN OFFERING STATEMENT'' as follows:

    Note:  The text of Form C does not, and this amendment will not, 
appear in the Code of Federal Regulations.

0
a. Removing all references to ``$107,000'' and adding in their place 
``$124,000''; and
0
b. Removing all references to ``$535,000'' and adding in their place 
``$618,000''; and
0
c. Removing reference to ``$1,070,000'' and adding in its place 
``$1,235,000.''

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

0
8. The general authority citation for part 240 continues to read as 
follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78c-3, 78c-5, 78d, 78e, 78f, 
78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-1, 78o, 78o-4, 
78o-10, 78p, 78q, 78q-1, 78s, 78u-5, 78w, 78x, 78dd, 78ll, 78mm, 
80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; 
and 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 18 U.S.C. 1350; 
and Pub. L. 111-203, 939A, 124 Stat. 1376, (2010); and Pub. L. 112-
106, sec. 503 and 602, 126 Stat. 326 (2012), unless otherwise noted.


0
9. In Sec.  240.12b-2, amend the definition ``Emerging growth company'' 
by:
0
a. In paragraph (1), removing reference to ``$1,070,000,000'' and 
adding in its place ``$1,235,000,000''; and
0
b. In paragraph (2)(i), removing reference to ``$1,070,000,000'' and 
adding in its place ``$1,235,000,000.''

    By the Commission.

    Dated: September 9, 2022.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2022-19867 Filed 9-19-22; 8:45 am]
BILLING CODE 8011-01-P