Inflation Adjustments under Titles I and III of the JOBS Act

Conformed to Federal Register version 
 
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: F inal rule. 
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”). 

 
 
2 
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. 
                                                 
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”). 

 
 
3 
 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
 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.   
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 
                                                 
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”). 
8
 15 U.S.C. 77d-1. 
9
 15 U.S.C. 77d-1(h)(1). 

 
 
4 
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.
 
 F irst, 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
 
 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. 
                                                 
10
 As in the 2017 Release, we round the inflation factor to the nearest hundred thousandth. 
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. 

 
 
5 
 Finally, we add the rounded increase, $235,000,000, to the initial EGC revenue threshold, 
$1,000,000,000, which yields a n 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. 
 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 
                                                 
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). 

 
 
6 
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
 
Table 1:  Inflation-Adjusted Amounts in Rule 100(a)(2) of Regulation Crowdfunding 
(Investment Limits)  
 
Regulation Crowdfunding Rule Current 
Amount 
Initial 
Amount 
Rounded 
Inflation 
Amount 
Inflation-
Adjusted 
Amount 
Threshold for assessing investor’s 
annual income 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)”) 
$107,000 $100,000 $24,000 $124,000 
Lower threshold of Regulation 
Crowdfunding securities permitted 
to be sold to an investor if annual 
income or net worth is less than 
$124,000 (Rule 100(a)(2)(i)) 
$2,200 $2,000 $500 $2,500 
Maximum amount that can be sold 
to an investor under Regulation 
Crowdfunding in a 12-month 
period (Rule 100(a)(2)(ii)) 
$107,000 $100,000 $24,000 $124,000 
 
                                                 
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.   

 
 
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Table 2:  Inflation-Adjusted Amounts in Rule 201(t) of Regulation Crowdfunding 
(Financial Statement Requirements)  
 
Regulation 
Crowdfunding Rule 
Current 
Offering 
Threshold 
Amount 
Initial 
Offering 
Threshold 
Amount 
Rounded 
Inflation 
Amount 
Inflation-
Adjusted 
Amount 
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 
 
 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
 
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. 
                                                 
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. 

 
 
8 
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
 
 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
 
 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
 
 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). 
                                                 
19
 5 U.S.C. 553(b)(3)(B). 
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). 
21
 See 5 U.S.C. 553(d)(3). 

 
 
9 
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 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. 
 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 
                                                 
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. 

 
 
10 
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).   
 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 
                                                 
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. 

 
 
11 
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
 
 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 
                                                 
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. 
28
 See Crowdfunding Release; see also 2017 Release and 2020 Release. 

 
 
12 
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. 
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. 
 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 
                                                 
29
 See Crowdfunding Release at 71497. 
30
 Id. at 71482. 

 
 
13 
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. 
Statutory Authority  
 The amendments contained in this release are being adopted under the authority set 
forth in Sections 2, 4(a)(6), 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 t itle 17, chapter II 
of the Code of Federal Regulations as follows:  
                                                 
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. 

 
 
14 
PART 227—REGULATION CROWDFUNDING, GENERAL RULES AND 
REGULATIONS 
 
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). 
 2. Amend § 227.100 by: 
 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 
 b. In paragraph (a)(2)(ii), removing the two references to “$107,000” and adding in 
their place “$124,000.” 
3. Amend § 227.201 by: 
 a. In paragraph (t)(1), removing reference to “$107,000” and adding in its place 
“$124,000”; 
 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 
 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 
 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. 

 
 
15 
* * * * * 
 5. In § 230.405, amend the definition “Emerging growth company” by: 
 a. In paragraph (1), removing reference to “$1,070,000,000” and adding in its place 
“$1,235,000,000”; and 
 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 
 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. 
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. 
 a. Removing all references to “$107,000” and adding in their place “$124,000”; and 
 b. Removing all references to “$535,000” and adding in their place “$618,000”; and  
 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 
 8. The general authority citation for part 240 continues to read as follows: 

 
 
16 
 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. 
 9. In § 240.12b-2, amend the definition “Emerging growth company” by: 
 a. In paragraph (1), removing reference to “$1,070,000,000” and adding in its place 
“$1,235,000,000”; and 
 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. 

Conformed to Federal Register version 

 

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. 

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”). 



 

 2 

I. Introduction 

 Title I of the JOBS Act1 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. 

                                                 
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”). 



 

 3 

 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 56 for certain 

crowdfunding transactions, and the Commission promulgated Regulation Crowdfunding7 to 

implement that exemption. Sections 4(a)(6) and 4A8 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.  

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 

                                                 
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”). 
8 15 U.S.C. 77d-1. 
9 15 U.S.C. 77d-1(h)(1). 



 

 4 

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 

 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. 

                                                 
10 As in the 2017 Release, we round the inflation factor to the nearest hundred thousandth. 
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. 



 

 5 

 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. 

 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 

                                                 
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). 



 

 6 

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 

Table 1:  Inflation-Adjusted Amounts in Rule 100(a)(2) of Regulation Crowdfunding 
(Investment Limits)  
 
Regulation Crowdfunding Rule Current 

Amount 
Initial 

Amount 
Rounded 
Inflation 
Amount 

Inflation-
Adjusted 
Amount 

Threshold for assessing investor’s 
annual income 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)”) 

$107,000 $100,000 $24,000 $124,000 

Lower threshold of Regulation 
Crowdfunding securities permitted 
to be sold to an investor if annual 
income or net worth is less than 
$124,000 (Rule 100(a)(2)(i)) 

$2,200 $2,000 $500 $2,500 

Maximum amount that can be sold 
to an investor under Regulation 
Crowdfunding in a 12-month 
period (Rule 100(a)(2)(ii)) 

$107,000 $100,000 $24,000 $124,000 

 

                                                 
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.   



 

 7 

Table 2:  Inflation-Adjusted Amounts in Rule 201(t) of Regulation Crowdfunding 
(Financial Statement Requirements)  
 

Regulation 
Crowdfunding Rule 

Current 
Offering 

Threshold 
Amount 

Initial 
Offering 

Threshold 
Amount 

Rounded 
Inflation 
Amount 

Inflation-
Adjusted 
Amount 

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 

 

 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 

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. 

                                                 
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. 



 

 8 

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 

 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 

 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 

 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). 

                                                 
19 5 U.S.C. 553(b)(3)(B). 
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). 
21 See 5 U.S.C. 553(d)(3). 



 

 9 

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 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. 

 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 

                                                 
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. 



 

 10 

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 

reports25 (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).   

 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 

                                                 
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. 



 

 11 

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 

 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 

                                                 
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. 
28 See Crowdfunding Release; see also 2017 Release and 2020 Release. 



 

 12 

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. 

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. 

 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 

                                                 
29 See Crowdfunding Release at 71497. 
30 Id. at 71482. 



 

 13 

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. 

Statutory Authority  

 The amendments contained in this release are being adopted under the authority set 

forth in Sections 2, 4(a)(6), 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:  

                                                 
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. 



 

 14 

PART 227—REGULATION CROWDFUNDING, GENERAL RULES AND 
REGULATIONS 
 

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). 

 2. Amend § 227.100 by: 

 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 

 b. In paragraph (a)(2)(ii), removing the two references to “$107,000” and adding in 

their place “$124,000.” 

3. Amend § 227.201 by: 

 a. In paragraph (t)(1), removing reference to “$107,000” and adding in its place 

“$124,000”; 

 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 

 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 

 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. 



 

 15 

* * * * * 
 5. In § 230.405, amend the definition “Emerging growth company” by: 

 a. In paragraph (1), removing reference to “$1,070,000,000” and adding in its place 

“$1,235,000,000”; and 

 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 

 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. 

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. 

 a. Removing all references to “$107,000” and adding in their place “$124,000”; and 

 b. Removing all references to “$535,000” and adding in their place “$618,000”; and  

 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 

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



 

 16 

 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. 

 9. In § 240.12b-2, amend the definition “Emerging growth company” by: 

 a. In paragraph (1), removing reference to “$1,070,000,000” and adding in its place 

“$1,235,000,000”; and 

 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. 


	SECURITIES AND EXCHANGE COMMISSION
	17 CFR Parts 227, 230, 239, and 240
	Inflation Adjustments under Titles I and III of the JOBS Act
	AGENCY: Securities and Exchange Commission.
	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
	8. The general authority citation for part 240 continues to read as follows: