[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3352 Reported in House (RH)]
<DOC>
Union Calendar No. 93
119th CONGRESS
1st Session
H. R. 3352
[Report No. 119-123]
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.
_______________________________________________________________________
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
June 3, 2025
Additional sponsor: Ms. Salazar
June 3, 2025
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed
[Strike out all after the enacting clause and insert the part printed
in italic]
[For text of introduced bill, see copy of bill as introduced on May 13,
2025]
_______________________________________________________________________
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) Definitions.--For purposes of this section and the revision of
rules required under this section:
(1) Angel investor group.--The term ``angel investor
group'' means any group that--
(A) is composed of accredited investors interested
in investing personal capital in early-stage companies;
(B) 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
(C) is neither associated nor affiliated with
brokers, dealers, or investment advisers.
(2) Issuer.--The term ``issuer'' means an issuer that is a
business, is not in bankruptcy or receivership, is not an
investment company, and is not a blank check, blind pool, or
shell company.
(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 require that in
carrying out the prohibition against general solicitation or general
advertising contained in section 230.502(c) of title 17, Code of
Federal Regulations, the prohibition shall not apply to a presentation
or other communication made by or on behalf of an issuer which is made
at an event--
(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;
(E) makes readily available to attendees a
disclosure not longer than one page in length, as
prescribed by the Securities and Exchange Commission,
describing the nature of the event and the risks of
investing in the issuers presenting at the event; and
(F) 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; and
(5) where no specific 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 that
have already been subscribed for; and
(D) the intended use of proceeds of the offering.
(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.
(d) No Pre-existing Substantive Relationship by Reason of Event.--
Attendance at an event described under subsection (b) shall not
qualify, by itself, as establishing a pre-existing substantive
relationship between an issuer and a purchaser, for purposes of Rule
506(b).
Union Calendar No. 93
119th CONGRESS
1st Session
H. R. 3352
[Report No. 119-123]
_______________________________________________________________________
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.
_______________________________________________________________________
June 3, 2025
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed