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Hey crew,
Jose here with another Space Funding Newsletter.
The INVEST Act Would Transform Equity Crowdfunding.
Here's Exactly What's In It, and Why It's Still Sitting in Senate Committee.
It passed the House 302-123. It has bipartisan support. It could raise the Reg CF cap from $5M to $20M. So why hasn't it become law? And what does it mean for your raise right now, whether it passes or not?
Current status: Passed the House 302-123 on December 11, 2025. Received by the Senate December 15, 2025. Referred to the Committee on Banking, Housing, and Urban Affairs. No Senate floor vote has been scheduled.
Most founders have heard of the INVEST Act. Almost none have read it. This issue changes that. We're breaking down every provision that directly affects Reg CF and Reg A+ raises — what the bill actually proposes, what the current numbers say about the gap it would close, and what you should be doing right now regardless of when or whether the Senate acts.
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THE COMPANY
What is the INVEST Act and what does it do?
The INVEST Act, short for Incentivizing New Ventures and Economic Strength Through Capital Formation (H.R. 3383), is a package of more than 20 individual capital markets reform bills passed by the House of Representatives on December 11, 2025, with a 302-123 bipartisan vote. It is designed to modernize the JOBS Act of 2012 by expanding access to capital for small businesses, broadening investor participation in private markets, and streamlining the path to public markets.
The bill was announced by the House Committee on Financial Services on December 2, 2025, and passed nine days later. The Senate received it on December 15, 2025, read twice, and referred it to the Committee on Banking, Housing, and Urban Affairs, where it has sat without a floor vote since.
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SECTION 02
What does the INVEST Act change for Reg CF?
The INVEST Act's most direct crowdfunding change raises the financial statement review threshold from $100,000 to $250,000, meaning companies raising up to $250,000 under Reg CF would no longer need to hire an independent public accountant to review their financials before launching. The SEC would also gain discretion to raise this further to $400,000. This is not a raise-cap increase from $5M to $20M — that is a common misunderstanding. The $5M Reg CF cap remains unchanged in the current bill.
This clarification matters: some coverage has conflated the INVEST Act's Reg CF provisions with separate proposals to raise the cap to $20M. Those proposals include the ACCESS Act, introduced January 15, 2026, by Senators McCormick and Kim, which addresses accounting thresholds, but a $20M Reg CF cap is not currently enacted or pending as federal law.
What the INVEST Act does change for early-stage crowdfunding is real and meaningful: right now, accounting fees for companies raising $100,000 average approximately $10,000 — consuming 10% of the total raise before you've spent a dollar on marketing. Doubling that threshold to $250,000 removes that friction from hundreds of early-stage campaigns per year.
Since Reg CF launched in 2016, roughly 7,000 issuers have conducted 8,500 offerings raising an estimated $1.3 billion. The average successful raise was approximately $346,000 — far below the $5M cap. The compliance cost burden at the low end of that range is exactly what the INVEST Act targets. Removing it doesn't just save founders money. It opens the door to first-time issuers who couldn't justify the compliance cost of a $150,000 raise.
SECTION 03
What else does the INVEST Act change beyond Reg CF?
The INVEST Act touches every major corner of private capital: it expands the accredited investor definition, increases venture capital fund limits, reforms Reg D solicitation rules for events at universities and accelerators, modernizes electronic delivery of regulatory documents, and creates new pathways for smaller companies to access public markets.
Here is every provision directly relevant to founders and investors using Reg CF, Reg A+, or Reg D:
SECTION 04 | THE RETAIL ANGLE
Why hasn't the INVEST Act become law yet?
The INVEST Act passed the House in December 2025 but has not received a Senate floor vote. As of June 2026, the bill sits in the Senate Committee on Banking, Housing, and Urban Affairs with no scheduled vote. Senate timelines for capital markets legislation are typically slower than the House, and the bill faces opposition from some Democrats who raised concerns about investor protections in the original House vote — 123 members voted against it.
The legislative history is instructive here: previous capital markets packages have passed the House with similarly strong margins and spent years in Senate committee. The JOBS Act 3.0 passed the House 406-4 in 2018 and was never enacted. That's not a reason to dismiss the INVEST Act — it's a reason to plan your raise around the rules that exist today rather than the rules you're hoping for.
"The INVEST Act is now headed to the US Senate but it remains unclear when the Senate vote will occur and whether the Senate will approve the INVEST Act in its totality."
— Eversheds Sutherland, Capital Markets Analysis, January 2026
SECTION 05 | TAKE AWAY
What should founders do right now — before the Senate acts?
Don't wait. The INVEST Act improvements, if passed, primarily reduce compliance cost friction at the early stage. They don't create new raise caps, new investor pools, or new exemptions. A founder who is ready to raise under today's rules should do so, not delay for legislation that may take 12-18 more months to enact, if it passes at all.
What the INVEST Act changes, current vs proposed
| Today | |
| INVEST Act | |
| SEC discretion |
$1.3B Total Reg CF proceeds since 2016 | 7,000 Unique issuers through 2024 | $346K Average successful raise |
SECTION 05 | TAKE AWAY
How much has Reg CF grown since the JOBS Act, and where is it headed?
Reg CF launched on May 16, 2016, raising $27.6 million in its first partial year. By 2021, the same year the cap was raised from $1.07M to $5M the market hit $497 million, an 18× increase in five years. From 2018 to 2024, Reg CF investment volume grew 4.4× while venture capital grew just 1.3×. The INVEST Act's compliance cost reduction is the next policy catalyst, and history shows the market responds every time the rules improve.
| 2016 | Launch |
| 2017 | |
| 2018 | |
| 2019 | |
| 2020 | |
| 2021 ★ | Cap → $5M |
| 2022 | |
| 2023 | |
| 2024 | |
| 2025 est. | |
| 2026+ if INVEST Act passes | INVEST Act |
Legislation follows the market; it doesn't lead it. The INVEST Act exists because founders and retail investors have already proven the demand for better crowdfunding access. The best move for any founder considering a Reg CF or Reg A+ raise in 2026 is to build the infrastructure now, investor funnel, data ownership, and compliance roadmap, so that when the rules improve, you're already positioned to take advantage of them. Don't wait for Washington. Build for what exists today and design for what's coming tomorrow.
Don't Wait for Washington to Start Your Raise.
The rules today are workable. The rules tomorrow may be better. The founders who win are the ones who start building the infrastructure now, not the ones waiting for a Senate vote.
Let's build your raise.
Book a time here
Excited times ahead.
Jose.
Founder & CEO
Space Funding
Helping founders navigate Reg CF, A+, and D like pros.
www.spacefunding.us
