119-hr3352

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3352 Referred in Senate

    (RFS) ]

<DOC>
119th CONGRESS
 1st Session
 H. R. 3352

_______________________________________________________________________

 IN THE SENATE OF THE UNITED STATES

 June 24, 2025

Received; read twice and referred to theCommittee on Banking, Housing, 
 and Urban Affairs

_______________________________________________________________________

 AN ACT

 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) .

 Passed the House of Representatives June 23, 2025.

 Attest:

 KEVIN F. MCCUMBER,

 Clerk.