SEC Small Business Capital Formation Developments (09/22/25)

In April 2025, the SEC held its 44th Small Business Forum featuring speakers with a breadth of perspectives on ways to approach capital raising from a variety of backgrounds, geographies, and life cycle stages. The sessions focused on: 1) early-stage capital raising; 2) growth-stage companies and smaller funds; and 3) small-cap companies and the public markets. Following the forum, in September 2025, the SEC issued a report, which included various recommendations related to such topics and the SEC's response. Certain recommendations have important implications for private funds, including the following, among other recommendations: A) Expand the accredited investor definition to include additional measures of sophistication, including through an investor test. The SEC pointed to 2020 amendments to the definition of "accredited investor" allowing natural persons to qualify based on professional certifications, designations, or credentials, and its designations of Series 7, Series 65, and Series 82 licenses as qualifying certifications. The SEC committed to consider further updates to simplify investor access to private offerings. B) Expand retail investor access to private investments, including access to registered funds that invest in private offerings. The SEC confirmed that its staff are making private fund exposure more accessible to retail investors. For example, at the Chairman's direction, the staff recently published guidance stating that it would no longer provide comments requesting registered closed-end funds that invest more than 15 percent of their assets in private funds to limit their shares to accredited investors. C) Expand regional, federal, and state programs and funding to support emerging fund managers. The SEC confirmed its support, including through educational resources and content to help support emerging fund managers, investors, and portfolio companies, and other future efforts.

In July 2025, the SEC Small Business Advisory Committee met to discuss the regulatory framework for finders as well as potential regulatory improvements to Regulation A. While the meeting did not result in any immediate action with respect to finders, participants reiterated the need for a workable regulatory framework for finders. SEC staff reviewed the 2020 proposed limited conditional exception from broker registration for finders who assist companies with raising capital from accredited investors. The consensus of the committee was that an exemption for finders would be helpful, so long as there is fulsome written disclosure prior to a transaction regarding the finder's role and compensation, and that the finder is subject to the applicable rules of the issuer's offering with respect to marketing materials, diligence, and general solicitation. The committee expects to resume their discussion on this topic in their November 4, 2025, meeting and potentially make a recommendation to the SEC following that meeting.

See https://www.sec.gov/newsroom/press-releases/2025-122-small-business-forum-report-congress-highlights-recommendations-improve-capital-raising and https://www.sec.gov/about/advisory-committees/small-business-capital-formation-advisory-committee#meetings.