Rule 102 — CPI-U, no less than every five years

Rule 102 is one sentence. The Commission must periodically, but not less than once every five years, adjust the offering-amount limitations in Rule 200 and Subpart C to reflect changes in CPI-U as published by BLS. The proposing release says this will be done by direct-to-final rulemaking — the same pattern used for JOBS Act threshold inflation — so the caps move without a full reproposal. Any decision to lower a cap, or to raise it beyond inflation, remains ordinary notice-and-comment.

The five-year floor is a JOBS Act consistency choice, not a crypto-market choice. Crypto cycles do not run on BLS calendars. A 2022-style drawdown followed by a 2024-style bid can move the real value of a $5 million raise by more than CPI-U will in five years. That is a feature if you think the cap is an investor-protection ceiling. It is a bug if you think the cap is a capital-formation floor.

• JOBS Act inflation of the Reg A, Reg CF and 12(g) thresholds is the template. Direct-to-final is how those numbers actually move.
• Rule 504 is $10 million and is the comparison the economic analysis uses when it floats a $10 million startup alternative.
• RFCs 22–25 ask whether ad-hoc notice-and-comment would be better, whether five years is the right frequency, and whether CPI-U is the right index.

• If you want a $10 million startup cap, do not hide it in Rule 102. Put it on RFC 43–74 (startup) and cite the $10 million Rule 504 parallel the Commission already drafted as Alternative 2.b.
• A crypto-specific index (network fees, developer wages, audit-market prices) will be treated as cute. CPI-U is what OIRA knows. If you want faster adjustment, argue for a two-year floor, not a different index.
• Ask for a published methodology note so counsel can compute the next number without waiting for the Federal Register.