SB3662 amends Section 4A of the Securities Act of 1933 to increase the offering-amount threshold that triggers the requirement for issuers using the crowdfunding exemption to file financial statements reviewed by an independent public accountant. The bill replaces the current $100,000 trigger with $250,000 and adds an SEC discretionary authority to raise that threshold up to $400,000 upon recommendation of two statutory advocacy offices.
The change reduces an early-stage compliance cost that often forces issuers to obtain independent reviews for very small raises. That creates a clearer regulatory preference toward lowering upfront disclosure burdens for small offerings while preserving a mechanism for the SEC to adjust the cap later.
The bill also makes technical corrections to internal statutory citations in Section 4A.
At a Glance
What It Does
The bill amends Section 4A(b)(1)(D) of the Securities Act to replace both occurrences of a $100,000 threshold with $250,000 and adds a new clause allowing the SEC to increase that amount to no more than $400,000 following recommendations from the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate. It also corrects cross-references in Section 4A from 'section 4(6)' to 'section 4(a)(6)'.
Who It Affects
The change directly affects issuers using the crowdfunding exemption (Regulation Crowdfunding) that seek to raise capital in amounts around the current $100,000 trigger, crowdfunding platforms that list those offerings, accounting firms that provide review services, and the SEC offices responsible for recommendations. Investors in Reg CF offerings and broker‑dealers conducting diligence will also see indirect effects.
Why It Matters
This sets a federal signal favoring lighter review requirements for very small raises, potentially lowering costs and smoothing access to seed capital. It also delegates adjustable authority to the SEC, creating a procedure to calibrate the threshold without further Congressional action while tying that change to named advocacy offices — a hybrid of legislative rule and administrative discretion.
More articles like this one.
A weekly email with all the latest developments on this topic.
What This Bill Actually Does
The bill targets a single, concrete compliance point in Regulation Crowdfunding: the level of an offering that forces an issuer to include financial statements that have been reviewed by an independent public accountant. Under current Section 4A, an issuer crossing a $100,000 threshold must deliver reviewed financials.
SB3662 changes the statutory text so the trigger is $250,000 instead. For practice, that means many very small offerings that previously needed a third‑party review will no longer be required to include one under the statute.
SB3662 also builds in a one-step mechanism to raise the new $250,000 cap up to $400,000, but only if the SEC acts after receiving recommendations from two internal advocacy offices: the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate. The statutory text limits the SEC’s authority to a maximum of $400,000 and conditions that increase on those recommendations; it does not prescribe the criteria those offices must use or a public process for their advice.Finally, the bill cleans up two cross-reference errors in Section 4A by converting citations to the form '4(a)(6)' and '4(a)(6)(B)'.
The amendment does not change other Reg CF disclosure requirements, the distinction between 'reviewed' financials and audited financials, or the broader anti‑fraud framework that applies to crowdfunding offerings. Because the bill is narrowly targeted, implementation questions — such as effective date, transitional treatment of pending offerings, and administrative steps for the SEC and the two offices to make binding recommendations — will determine how quickly market participants feel the change and how platforms adjust their listing and diligence practices.
The Five Things You Need to Know
The bill replaces every instance of a $100,000 offering trigger in Section 4A(b)(1)(D) with $250,000, changing when reviewed financial statements are required under the crowdfunding exemption.
It adds a new clause authorizing the SEC to increase that threshold up to $400,000 but only after the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate both recommend the increase.
The SEC’s discretionary increase is capped at $400,000; the statute does not permit any higher amount without further legislative change.
SB3662 fixes two technical citation errors in Section 4A by converting 'section 4(6)' and 'section 4(6)(B)' to 'section 4(a)(6)' and 'section 4(a)(6)(B)'.
The amendment targets the requirement for 'financial statements reviewed by a public accountant who is independent of the issuer' (a review-level engagement), not audited financial statements or other Reg CF disclosure obligations.
Section-by-Section Breakdown
Every bill we cover gets an analysis of its key sections.
Short title
Provides the Act's names: 'Amendment for Crowdfunding Capital Enhancement and Small-business Support Act of 2026' and 'ACCESS Act of 2026.' This is purely nominal but signals the bill's policy focus on expanding small-business access to capital.
Raise review-trigger thresholds in Section 4A(b)(1)(D)
Substitutes $250,000 for both occurrences of $100,000 in Section 4A(b)(1)(D). Practically, that removes the statutory requirement for an independent accountant review for offerings between $100,000 and $250,000, changing the disclosure floor for many seed-stage raises and shifting where the cost of third-party reviewed financials applies.
SEC discretion to increase threshold up to $400,000 on advocacy recommendations
Adds a new clause giving the SEC authority to increase the $250,000 amount to not more than $400,000, but only upon a recommendation from both the Office of the Advocate for Small Business Capital Formation and the Office of the Investor Advocate. The provision delegates calibration policymaking to the agency while requiring involvement of two statutorily created voices; it does not specify standards, notice-and-comment procedures, or timing for such recommendations.
Technical cross-reference corrections
Revises internal citations in Section 4A by replacing 'section 4(6)' and 'section 4(6)(B)' with the precise statutory references 'section 4(a)(6)' and 'section 4(a)(6)(B)'. That correction prevents ambiguity about which subsection is affected and reduces potential legal confusion during enforcement or further amendments.
This bill is one of many.
Codify tracks hundreds of bills on Finance across all five countries.
Explore Finance in Codify Search →Who Benefits and Who Bears the Cost
Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Early-stage issuers raising between $100,000 and $250,000: They no longer face a statutory requirement to obtain an independent accountant’s review, lowering upfront expenses and shortening time to market for small raises.
- Crowdfunding platforms and their listings teams: Reduced documentation requirements for offering tiers under $250,000 simplify onboarding and may increase the volume of small offerings a platform will accept.
- Founders and seed-stage startups: Lower compliance costs and faster fundraising may increase access to capital at the earliest stages, preserving equity and reducing dilution pressure from larger external financing.
- Office of the Advocate for Small Business Capital Formation (institutional benefit): The statutory role in recommending threshold increases gives the office a formal lever to influence rule calibration in favor of small‑business access.
Who Bears the Cost
- Retail investors in small Reg CF offerings: Investors in raises that avoid reviewed financials will have less independently verified financial information, increasing reliance on issuer disclosures and platform diligence.
- Accounting firms that provide review engagements for micro-offerings: Firms that derived revenue from numerous small reviews may face reduced demand for engagements on offers below $250,000.
- Crowdfunding platforms’ compliance departments: Platforms must adjust policies and internal risk assessments for offerings in the $100K–$250K band and may need to strengthen non-statutory due diligence to manage investor protection risk.
- SEC and the two advocacy offices: The provision creates an administrative responsibility to evaluate and recommend threshold changes and may require resource allocation to develop standards, analysis, and coordination.
Key Issues
The Core Tension
The central policy dilemma is straightforward: lower disclosure and third‑party verification thresholds to improve access to seed capital and reduce costs for very small issuers, or retain stricter review requirements to protect unsophisticated investors and preserve confidence in the marketplace. SB3662 attempts a middle path by raising the statutory trigger while delegating further increases to the SEC on the recommendation of advocacy offices — but delegation trades a clear legislative rule for administrative judgment, creating governance and timing questions without fully resolving the underlying investor‑protection versus access trade-off.
The bill reduces a statutory documentation trigger without prescribing administrative standards to replace it. That creates two practical tensions: first, the statutory removal of the review obligation lowers direct costs for issuers but increases the informational asymmetry between issuer and investor; second, because the SEC can raise the cap only upon recommendations from two offices, the timing and substance of any upward adjustment depend on inter-office coordination rather than criteria written into the statute.
Both realities shift the balance from clear legislative rules to agency‑level calibration and internal advocacy influence.
Implementation raises open questions the text does not resolve. The statute sets numerical floors and ceilings but omits an effective date, transitional provisions for pending or in-process offerings, and procedural rules for how the two offices will assess when to advise an SEC increase.
That omission places practical pressure on the SEC, the advocacy offices, and platforms to adopt interim practices; it also increases the chance of uneven treatment across platforms and state regulators. Finally, the bill treats review engagements as the relevant compliance point but leaves unchanged the anti‑fraud regime; whether platforms, broker‑dealers, or investors will demand substitute protections (enhanced platform due diligence, standardized disclosures, or insurance products) is uncertain and could alter market costs in ways the statute does not forecast.
Try it yourself.
Ask a question in plain English, or pick a topic below. Results in seconds.