Mar. 15, 2023
To whom it may concern, The rule as proposed could lead to less transparency for retail investors, preventing their ability to make informed investment decisions and making them unable to capitalise on free market movements. There should not be exemptions to registrations of securities offerings. The market should be entirely visible to any who operate within it. Furthermore, some hedge funds operate in ways that retail investors cannot and have been able to operate with impunity to manipulate markets at will. This has been communicated to the SEC through multiple channels and at great length over the past 2 years. This rule could potentially lead to further abuse by hedge funds or other actors by creating pseudo accredited investor accounts where there would be no regulatory oversight. The SEC must tighten up regulations over all financial institutions and stop creating avenues for potential further abuse of said such regulations. More oversight, more visibility, greater protection for retail investors - these should be the focus for the SEC. The market as it stands is not free, it is not open for all - the ease of accessibility to the markets for the average person making average wage has been an excellent development in some ways except the way that it matters: the retail investor has no power. Worse than this, they are the product, assets not actors where their input into the system is only seen as an additional revenue stream. See payment for order flow as a single example. Therefore I make this comment as a rejection of the proposal as an exception for "risk-mitigating hedging activities, bona fide market making & certain liquidity commitments" because it does not support the retail investor, could further harm them and only serves to permit those egregious activities that lay at the heart of the rot in the financial markets today Kind regards Gordon The proposed rule exempts non-reporting companies from registering certain securities offerings under the Securities Act, if they are exclusively sold to accredited investors. However, this exemption has significant flaws * The proposed rule inadequately protects household investors by reducing the information available to them. This lack of transparency makes it harder for them to make informed investment decisions, potentially leading to losses. * The proposed rule could be exploited by manipulative hedge funds. These funds have a history of manipulative behavior in the securities market, and the exemption would offer them a new opportunity to engage in such practices. By limiting the exemption to accredited investors, hedge funds could create fake accredited investor accounts to conduct manipulative behavior outside of regulatory oversight.