HR3352-119

What This Bill Does

The HALOS Act of 2025 creates a securities-law safe harbor for certain startup pitch events. It defines an angel investor group as a group of accredited investors that invests personal capital in early-stage companies, holds regular meetings, follows defined investment processes, and is not affiliated with brokers, dealers, or investment advisers. It defines eligible issuers as operating businesses that are not in bankruptcy or receivership, not investment companies, and not blank-check, blind-pool, or shell companies. Within six months, the SEC must revise Regulation D so the general solicitation and advertising ban does not apply to presentations or communications made by or for an eligible issuer at qualifying events sponsored by governments, colleges and universities, nonprofits, angel investor groups, incubators, accelerators, venture forums, venture capital associations, trade associations, or other SEC-approved sponsors. Sponsors cannot make investment recommendations, give investment advice, take an active role in negotiations, charge more than reasonable administrative fees, receive compensation for introductions or negotiations, or receive compensation requiring broker, dealer, or investment-adviser registration. Sponsors must make a one-page SEC-prescribed risk disclosure available to attendees. Issuers may disclose only limited offering information, and event attendance alone does not establish the pre-existing substantive relationship needed for Rule 506(b) sales.

Who Benefits and How

Early-stage startup issuers, angel investor groups, accredited investors attending pitch events, university entrepreneurship centers, incubators, accelerators, venture forums, venture capital associations, trade associations, state economic-development agencies, tribal economic-development offices, and nonprofit startup programs benefit because founders can present limited offering information at qualifying events without the presentation itself being treated as banned general solicitation under Regulation D.

Who Bears the Burden and How

The Securities and Exchange Commission, SEC Regulation D staff, event sponsors, angel investor group organizers, university entrepreneurship centers, incubators, accelerators, venture forums, venture capital associations, trade associations, broker-dealer compliance staff, investment-adviser compliance staff, and investor-protection advocates bear burdens because the bill requires rule revisions, sponsor guardrails, risk-disclosure delivery, fee and compensation limits, no investment advice or negotiation role, and monitoring to ensure presentations do not become securities sales or create Rule 506(b) relationships by attendance alone.

Key Provisions

• Requires SEC Regulation D revisions within six months for qualifying pitch-event presentations and communications.
• Defines angel investor groups and eligible issuers for the safe harbor.
• Allows events sponsored by governments, higher education institutions, nonprofits, angel groups, incubators, accelerators, venture forums, venture capital associations, and trade associations.
• Bars sponsors from giving investment advice, making recommendations, negotiating, charging more than administrative fees, or receiving compensated introductions.
• Requires sponsors to provide a one-page SEC-prescribed risk disclosure.
• Limits issuer offering information and clarifies that event attendance alone does not establish a Rule 506(b) pre-existing substantive relationship.