[Congressional Record Volume 171, Number 107 (Monday, June 23, 2025)]
[House]
[Pages H2866-H2868]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
HELPING ANGELS LEAD OUR STARTUPS ACT OF 2025
Mrs. WAGNER. 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
allow for presentations or other communication made by or on behalf of
an issuer at certain events, and for other purposes, as amended.
The Clerk read the title of the bill.
The text of the bill is as follows:
H.R. 3352
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;
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(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).
The SPEAKER pro tempore. Pursuant to the rule, the gentlewoman from
Missouri (Mrs. Wagner) and the gentleman from California (Mr. Sherman)
each will control 20 minutes.
The Chair recognizes the gentlewoman from Missouri.
General Leave
Mrs. WAGNER. Mr. Speaker, I ask unanimous consent that all Members
may have 5 legislative days in which to revise and extend their remarks
and include extraneous material on this bill.
The SPEAKER pro tempore. Is there objection to the request of the
gentlewoman from Missouri?
There was no objection.
Mrs. WAGNER. 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, and I thank Congressman Lawler for his leadership on
this bipartisan bill.
Around the country, early-stage entrepreneurs are developing new
technologies, products, and services not in boardrooms but in shared
workspaces, university labs, and community accelerators. At this stage,
the most important thing they need is capital and, often, a chance to
talk with potential investors. That is what makes events like demo days
so important.
These are informational forums where startups share their business
ideas, not investment pitches. Under earlier SEC guidance, even
participating in one of these events could be considered a ``general
solicitation,'' which, in turn, could block the startup from using key
offering exemptions.
Although the SEC has since addressed this through rule 148, H.R. 3352
codifies those protections and ensures that demo day participation does
not unintentionally violate securities laws, provided certain
conditions are met.
This bill strikes the right balance. It doesn't weaken investor
protections. It simply ensures our regulations don't punish small
businesses for talking about their work.
H.R. 3352 supports entrepreneurship, encourages capital formation,
and reflects how innovation actually happens.
Mr. Speaker, I urge my colleagues to support it, and I reserve the
balance of my time.
Mr. SHERMAN. 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
New York (Mr. Lawler).
I want to comment on the terminology of the bill. Let's face it, this
is not an effort to help charity or, perhaps, God or angels. We have
halos. We have angels. These are private investors trying to get the
best deal for themselves.
That being said, and perhaps not giving them full halo status, let me
say that these angel investors do play an important role in our
economy, even if they have named themselves after the angels of Heaven.
Let's break down two things with the bill. First, it allows startups
to discuss their products and business plans at certain events known as
demo days without such discussions counting as a general solicitation
under our securities regulations and, therefore, as an investment
offering necessitating SEC registration.
Second, it defines what an angel investor is for purposes of security
laws. Angel investors are simply well-off individuals who invest their
money into startups.
Again, I know that angels enter Heaven. Whether well-off individuals
enter Heaven is a discussion for a more theological venue.
Unlike prior iterations of this bill, the current bill prohibits demo
days from taking place at facilities owned by religious institutions.
That is what is prohibited. It allows both Native American Tribes and
startup incubators to host them.
I am aware of several instances where bad actors took advantage of
the halo, if you will, of being in a church to get investments that
were inappropriate. This has been an issue for Ranking Member Waters.
She has negotiated changes in this bill at the committee level.
I am pleased that Mr. Lawler and Ranking Member Waters collectively
agreed to remove churches and other religious institutions as sites for
these demo days in the bill, which substantially eliminates the
outstanding concerns of the Committee on Financial Services Democrats.
As such, I am pleased to recommend to my colleagues to vote ``yes''
on this bill.
Mr. Speaker, I reserve the balance of my time.
Mrs. WAGNER. Mr. Speaker, I yield such time as he may consume to the
gentleman from New York (Mr. Lawler).
Mr. LAWLER. 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
Gottheimer of New Jersey.
America's small businesses have faced a tough road, weathering the
impacts of COVID, high inflation, and burdensome regulations that have
made it harder to grow and compete. Yet, they continue to serve as the
backbone of our economy, driving innovation, creating jobs, and keeping
the American Dream alive.
According to the Small Business Administration, firms with fewer than
500 employees account for 43.5 percent of our Nation's GDP. Since 2019,
they have been responsible for over 70 percent of net new job creation.
Just last year, we saw more than 430,000 new business applications each
month, a 50 percent increase compared to 2019.
That kind of momentum deserves our full support. We should be doing
everything we can to encourage investment, foster innovation, and make
it easier, not harder, for entrepreneurs to succeed. That is why I
introduced the Helping Angels Lead Our Startups Act, otherwise known as
the HALOS Act.
This bipartisan bill, which I am proud to lead alongside Josh
Gottheimer, is a straightforward way to give early-stage startups more
opportunities to connect with potential investors. The HALOS Act
clarifies the definition of ``general solicitation'' and allows
startups to participate in demo day events without fear of running
afoul of outdated securities regulations.
It also defines what it means to be an angel investor, helping
entrepreneurs know who they can engage with as they work to get their
ideas off the ground.
These changes are not about deregulation for its own sake. They are
about opening doors. They make it easier for new businesses to get the
early capital they need to hire, grow, and contribute to a dynamic,
competitive economy, and we know that this model works.
Angel investors helped launch companies like Amazon, Google,
Facebook, Costco, and Starbucks, names we all recognize today that
started as small ideas in need of capital and support.
By reducing legal uncertainty, especially around demo day events, we
are also giving more room for underrepresented entrepreneurs and
overlooked
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communities to pitch their ideas and access funding. It is a chance to
level the playing field and help more people take part in building
America's next generation of businesses.
I am proud that during the committee process, we were able to make
thoughtful revisions to address concerns raised by the ranking member.
I thank Chairman Hill for advancing this bill, as well as my
colleague, the chairwoman of the Subcommittee on Capital Markets, and
Congressman Gottheimer for his partnership.
The HALOS Act builds on the bipartisan success of the JOBS Act and is
a commonsense step forward to modernize our rules and strengthen our
economy.
Mr. Speaker, I urge my colleagues to support the bill.
Mr. SHERMAN. Mr. Speaker, I yield myself the balance of my time.
Mr. Speaker, I urge all Members to support H.R. 3352, the Helping
Angels Lead Our Startups Act, or HALOS Act, sponsored by Mr. Lawler.
This legislation will help startups have easier access to the funding
they need to get off the ground while addressing the issues of certain
bad actors taking advantage of susceptible investors.
This bill threads that needle and will continue to amplify our
Nation's great tradition of being the best place for entrepreneurs and
talented go-getters to start and grow their businesses.
Mr. Speaker, I ask my colleagues to vote ``yes'' on the bill, and I
yield back the balance of my time.
Mrs. WAGNER. Mr. Speaker, in closing, H.R. 3352 supports
entrepreneurship, encourages capital formation, and reflects how
innovation actually happens. I urge my colleagues to support Mr.
Lawler's bill, H.R. 3352.
Mr. Speaker, I yield back the balance of my time.
The SPEAKER pro tempore. The question is on the motion offered by the
gentlewoman from Missouri (Mrs. Wagner) that the House suspend the
rules and pass the bill, H.R. 3352, as amended.
The question was taken; and (two-thirds being in the affirmative) the
rules were suspended and the bill, as amended, was passed.
A motion to reconsider was laid on the table.
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