HALOS Act of 2025

119 HR 3352 EH: Helping Angels Lead Our Startups Act of 2025 U.S. House of Representatives text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. IB 119th CONGRESS1st Session H. R. 3352

IN THE HOUSE OF REPRESENTATIVES 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.

1.Short titleThis Act may be cited as the Helping Angels Lead Our Startups Act of 2025 or the HALOS Act of 2025.

2.Clarification of general solicitation (a)DefinitionsFor purposes of this section and the revision of rules required under this section: (1)Angel investor groupThe 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)IssuerThe 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 generalNot 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 constructionSubsection (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 eventAttendance 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.Kevin F. McCumber,Clerk.

119 HR 3352 IH: Helping Angels Lead Our Startups Act of 2025 U.S. House of Representatives 2025-05-13 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. I119th CONGRESS1st SessionH. R. 3352IN THE HOUSE OF REPRESENTATIVESMay 13, 2025Mr. Lawler (for himself and Mr. Gottheimer) introduced the following bill; which was referred to the Committee on Financial ServicesA BILLTo 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.1.Short titleThis Act may be cited as the Helping Angels Lead Our Startups Act of 2025 or the HALOS Act of 2025.2.Clarification of general solicitation(a)Angel investor group definedThe 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 generalNot 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 constructionSubsection (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.

119 HR 3352 : Helping Angels Lead Our Startups Act of 2025 U.S. House of Representatives 2025-06-24 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. IIB119th CONGRESS1st SessionH. R. 3352IN THE SENATE OF THE UNITED STATESJune 24, 2025Received; read twice and referred to theCommittee on Banking, Housing, and Urban AffairsAN ACTTo 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.1.Short titleThis Act may be cited as the Helping Angels Lead Our Startups Act of 2025 or the HALOS Act of 2025.2.Clarification of general solicitation(a)DefinitionsFor purposes of this section and the revision of rules required under this section:(1)Angel investor groupThe 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)IssuerThe 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 generalNot 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 constructionSubsection (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 eventAttendance 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.Kevin F. McCumber,Clerk.

119 HR 3352 RH: Helping Angels Lead Our Startups Act of 2025 U.S. House of Representatives 2025-06-03 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. IBUnion Calendar No. 93119th CONGRESS1st SessionH. R. 3352[Report No. 119–123]IN THE HOUSE OF REPRESENTATIVESMay 13, 2025Mr. Lawler (for himself and Mr. Gottheimer) introduced the following bill; which was referred to the Committee on Financial ServicesJune 3, 2025Additional sponsor: Ms. SalazarJune 3, 2025Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printedStrike out all after the enacting clause and insert the part printed in italicFor text of introduced bill, see copy of bill as introduced on May 13, 2025A BILLTo 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.1.Short titleThis Act may be cited as the Helping Angels Lead Our Startups Act of 2025 or the HALOS Act of 2025.2.Clarification of general solicitation(a)DefinitionsFor purposes of this section and the revision of rules required under this section:(1)Angel investor groupThe 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)IssuerThe 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 generalNot 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 constructionSubsection (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 eventAttendance 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).June 3, 2025Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed