[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3352 Introduced in House (IH)]
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119th CONGRESS
1st Session
H. R. 3352
To require the Securities and Exchange Commission to revise rules
relating to general solicitation or general advertising to allow for
presentations or other communication made by or on behalf of an issuer
at certain events, and for other purposes.
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IN THE HOUSE OF REPRESENTATIVES
May 13, 2025
Mr. Lawler (for himself and Mr. Gottheimer) introduced the following
bill; which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To require the Securities and Exchange Commission to revise rules
relating to general solicitation or general advertising to allow for
presentations or other communication made by or on behalf of an issuer
at certain events, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Helping Angels Lead Our Startups Act
of 2025'' or the ``HALOS Act of 2025''.
SEC. 2. CLARIFICATION OF GENERAL SOLICITATION.
(a) Angel Investor Group Defined.--The term ``angel investor
group'' means any group that--
(1) is composed of accredited investors;
(2) holds regular meetings and has defined processes and
procedures for making investment decisions, either individually
or among the membership of the group as a whole; and
(3) is neither associated nor affiliated with brokers,
dealers, or investment advisers.
(b) In General.--Not later than 6 months after the date of
enactment of this Act, the Securities and Exchange Commission shall
revise Regulation D (17 CFR 230.500 et seq.) to specify that the
prohibition against general solicitation or general advertising
contained in section 230.502(c) of title 17, Code of Federal
Regulations, shall not apply to a presentation or other communication
made by or on behalf of an issuer which is made at an event in which
more than one issuer participates--
(1) sponsored by--
(A) the United States or any territory thereof, the
District of Columbia, any State, a federally recognized
Indian Tribe, a political subdivision of any State,
territory, or federally recognized Indian Tribe, or any
agency or public instrumentality of any of the
foregoing;
(B) a college, university, or other institution of
higher education;
(C) a nonprofit organization;
(D) an angel investor group;
(E) an incubator or accelerator;
(F) a venture forum, venture capital association,
or trade association, other than an association created
solely for the purpose of sponsoring an event described
under this subsection; or
(G) any other group, person, or entity as the
Securities and Exchange Commission may determine by
rule;
(2) that is not held in any facility that is owned or
operated by a religious organization, other than an institution
of higher education that is accredited and operated primarily
for post-secondary education;
(3) where any advertising for the event does not reference
any specific offering of securities by the issuer;
(4) the sponsor of which--
(A) does not make investment recommendations or
provide investment advice to event attendees;
(B) does not engage in an active role in any
investment negotiations between the issuer and
investors attending the event;
(C) does not charge event attendees any fees other
than reasonable administrative fees;
(D) does not receive any compensation for making
introductions between investors attending the event and
issuers, or for investment negotiations between such
parties; and
(E) does not receive any compensation with respect
to such event that would require registration of the
sponsor as a broker or a dealer under the Securities
Exchange Act of 1934, or as an investment advisor under
the Investment Advisers Act of 1940;
(5) where no information regarding an offering of
securities by the issuer is communicated or distributed by or
on behalf of the issuer, other than--
(A) that the issuer is in the process of offering
securities or planning to offer securities;
(B) the type and amount of securities being
offered;
(C) the amount of securities being offered and the
unsubscribed amount; and
(D) the intended use of proceeds of the offering;
and
(6) in the case of an event that allows attendees to
participate virtually, rather than in person, where online
participation in the event is limited to--
(A) individuals who are members of, or otherwise
associated with the sponsor organization;
(B) individuals that the sponsor reasonably
believes are accredited investors; or
(C) individuals who have been invited to the event
by the sponsor based on industry or investment-related
experience reasonably selected by the sponsor in good
faith and disclosed in the public communications about
the event.
(c) Rule of Construction.--Subsection (b) may only be construed as
requiring the Securities and Exchange Commission to amend the
requirements of Regulation D with respect to presentations and
communications, and not with respect to purchases or sales.
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