02.17.26

SEC Updates Regulation Crowdfunding Interpretations, Clarifying Platform Moves, Disqualification and Rolling Limits

by: Kiernan Green

The Securities and Exchange Commission’s (SEC) Division of Corporation Finance has issued updated compliance and disclosure interpretations clarifying several aspects of regulation crowdfunding, including how issuers may move offerings between intermediary platforms and how key eligibility and filing requirements are applied. The guidance addresses issuer eligibility after Exchange Act reporting has ended, confirms that the $5 million crowdfunding cap is measured on a rolling 12-month basis, and clarifies that “annual income” for investor limits is calculated using a calendar year. The SEC also outlined updated filing obligations for offerings that remain open more than 120 days after an issuer’s fiscal year-end, emphasizing the need for amended financial statements and ongoing reporting to maintain compliance.

Read more on InvestmentNews.