H.R. 3352House119th Congress (2025-2027)Passed House

HALOS Act of 2025

Introduced May 13, 2025

AI-Generated Summary

Updated November 24, 2025 at 12:36 AM UTC

The HALOS Act of 2025 directs the Securities and Exchange Commission to update Regulation D so that early‑stage companies can present to potential investors at certain public‑type events without violating the general solicitation ban. The rule changes apply to events sponsored by government bodies, educational institutions, nonprofits, angel investor groups, incubators, accelerators, and similar organizations, provided the sponsor follows strict limits on advice, fees, compensation, and disclosures. The goal is to make it easier for startups to connect with accredited investors while maintaining investor protections.

Key Provisions

  • The SEC must, within six months, amend Regulation D so that the ban on general solicitation does not apply to presentations made at events sponsored by government entities, schools, nonprofits, angel investor groups, incubators/accelerators, venture or trade associations, or other groups the SEC approves.
  • The event cannot be held in a facility owned or run by a religious organization (except accredited colleges/universities).
  • Event advertising may not mention any specific securities offering.
  • The event sponsor may not give investment advice, negotiate deals, charge fees beyond reasonable administrative costs, or be paid for making introductions that would require broker‑dealer or investment‑advisor registration.
  • The sponsor must provide attendees a one‑page disclosure about the event and the risks of investing in the presenting issuers.
  • Issuers may only share limited information about a potential offering (that they are offering securities, type/amount of securities, amount already subscribed, and intended use of proceeds).
  • Attendance at such an event does not create a “pre‑existing substantive relationship” for purposes of Rule 506(b).

Legislative Activity

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12 earlier actions
SenateIntro Referral Latest Action

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

June 24, 2025

View full timeline
HouseIntro Referral

Introduced in House

May 13, 2025

HouseIntro Referral

Referred to the House Committee on Financial Services.

May 13, 2025

HouseCommittee

Committee Consideration and Mark-up Session Held

May 20, 2025

HouseCommittee

Ordered to be Reported (Amended) by the Yeas and Nays: 50 - 1.

May 20, 2025

HouseCommittee

Reported (Amended) by the Committee on Financial Services. H. Rept. 119-123.

June 3, 2025

HouseCalendars

Placed on the Union Calendar, Calendar No. 93.

June 3, 2025

HouseFloor

Mrs. Wagner moved to suspend the rules and pass the bill, as amended.

June 23, 2025 • 4:18 PM

HouseFloor

Considered under suspension of the rules. (consideration: CR H2866-2868)

June 23, 2025 • 4:18 PM

HouseFloor

DEBATE - The House proceeded with forty minutes of debate on H.R. 3352.

June 23, 2025 • 4:18 PM

HouseFloor

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (consideration: CR H2866-2867)

June 23, 2025 • 4:28 PM

HouseFloor

On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (consideration: CR H2866-2867)

June 23, 2025 • 4:28 PM

HouseFloor

Motion to reconsider laid on the table Agreed to without objection.

June 23, 2025 • 4:28 PM

SenateIntro Referral

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

June 24, 2025

Floor Debate

3 members

What members said about H.R. 3352 on the floor

2 Republicans1 Democrat
Michael Lawler
Rep. Michael LawlerR-NY-17 · Jun 23, 2025

Mr. Speaker, I thank Chair Wagner for yielding me time. Mr. Speaker, I rise in support of my bill, H.R. 3352, the HALOS Act, a bill I reintroduced this Congress with my colleague, Congressman Josh…

Brad Sherman
Rep. Brad ShermanD-CA-32 · Jun 23, 2025

Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 3352, the Helping Angels Lead Our Startups Act, or HALOS Act of 2025, sponsored by the gentleman from…

Ann Wagner
Rep. Ann WagnerR-MO-2 · Jun 23, 2025

Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 3352) to require the Securities and Exchange Commission to revise rules relating to general solicitation or general advertising to…

Bill Text

4 versions available

Reading Mode
Latest
Referred in SenateIssued June 24, 2025

IIB

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.


1.

Short title

This 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)

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.

Kevin F. McCumber,

Clerk.