HALOS Act of 2025
- Bill Number
- H.R. 3352
- Origin Chamber
- House
- Congress
- 119th Congress, Session 1
- Policy Area
- Finance and Financial Sector
- Status
- Passed House
- Latest Action
- 2025-06-24: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
- Last Updated
- 2026-07-11T01:13:29Z
AI-Generated Summary
Purpose of the Legislation
The Helping Angels Lead Our Startups Act of 2025 (HALOS Act) aims to facilitate fundraising for early-stage businesses by allowing them to present to potential investors at specific events without violating federal securities rules that ban broad advertising or solicitation of investments. This supports startup growth while maintaining investor protections.
Key Provisions
- Definitions:
- Angel investor group: A group of wealthy individuals (accredited investors) who invest personal funds in startups, hold regular meetings, follow structured decision-making processes, and are not linked to brokers, dealers, or financial advisors.
- Issuer: A non-bankrupt business that is not an investment fund, empty shell company, or similar entity seeking to raise capital.
- SEC Rule Revision Requirement:
- Within 6 months of enactment, the Securities and Exchange Commission (SEC) must update Regulation D (rules governing private securities offerings) to exempt certain presentations or communications from the ban on general solicitation (broad advertising to the public).
- Exemptions apply only to events sponsored by approved entities, including:
- Government bodies (federal, state, tribal, or local).
- Colleges, universities, or other higher education institutions.
- Nonprofit organizations.
- Angel investor groups.
- Startup incubators or accelerators (programs that support new businesses).
- Venture forums, capital associations, or trade groups (not created just for one event).
- Other groups as determined by SEC rules.
- Event Conditions:
- Events cannot occur in facilities owned or run by religious organizations, except accredited higher education institutions focused on post-secondary education.
- Event advertising must not mention any specific securities offering.
- Sponsors must:
- Avoid giving investment advice or recommendations.
- Not participate in deal negotiations.
- Charge only reasonable administrative fees (no investment-related compensation).
- Provide attendees with a short SEC-prescribed disclosure (one page) on the event's nature and investment risks.
- Not receive pay that would require them to register as a broker-dealer or investment advisor under federal laws.
- Issuers can share limited details about their offering, such as:
- That they are offering or planning to offer securities.
- The type and amount of securities.
- How much has already been subscribed (committed).
- Planned use of the funds.
- No other specifics about the offering can be shared.
- Limitations:
- The changes apply only to presentations and communications, not to actual buying or selling of securities.
- Simply attending such an event does not count as establishing a prior business relationship between the issuer and investor, which is required under certain private offering rules (Rule 506(b)) to avoid broader solicitation bans.
Significant Changes to Existing Law
- Amends Section 230.502(c) of Regulation D, which currently prohibits general solicitation in private offerings to unaccredited investors. This creates a new safe harbor for controlled, educational-style events, expanding opportunities for issuers while adding safeguards not previously specified.
- Does not alter core requirements for private placements but clarifies that event attendance alone does not satisfy "pre-existing substantive relationship" rules, preventing loopholes for broader advertising.
Potential Impacts
- On Government Agencies: The SEC must implement rule changes promptly, potentially increasing oversight of qualifying events to ensure compliance, which could require additional resources for guidance and enforcement.
- On Citizens and Businesses: Early-stage startups gain easier access to angel investors through organized events, potentially speeding up capital raising and innovation. Accredited investors (typically high-net-worth individuals) benefit from more structured pitching opportunities, but all attendees receive risk disclosures to promote informed decisions.
- On International Relations: No direct impacts, as the law focuses on domestic securities regulation.
Main Stakeholders Affected
- Startups and Issuers: Early-stage companies seeking private funding, who can now pitch more freely at vetted events.
- Angel Investors and Groups: Individual investors and organized networks, who host or attend events to discover opportunities without affiliation risks.
- Event Sponsors: Nonprofits, universities, incubators, and trade associations, who can organize compliant events but must adhere to strict no-advice and fee rules.
- SEC and Regulators: Responsible for rule revisions, disclosures, and monitoring to balance innovation with investor protection.
- General Public: Indirectly affected through economic growth from supported startups, though protections limit exposure for non-accredited investors.
Notable Legal, Constitutional, or Political Implications
- Legal: Enhances capital formation under the Securities Act of 1933 by carving out exemptions that encourage entrepreneurship while reinforcing anti-fraud measures (e.g., disclosures and sponsor neutrality). It avoids weakening core investor protections by limiting shared information and excluding broker-like activities, potentially reducing enforcement disputes over "general solicitation."
- Constitutional: No apparent challenges; aligns with Congress's authority to regulate interstate commerce and securities markets.
- Political: Promotes pro-business policies for small businesses and innovation ecosystems, likely appealing across party lines by addressing startup funding barriers without deregulating broadly.
This summary was generated by AI and may contain inaccuracies. Refer to the official source document for the authoritative text.
Sponsor
Rep. Lawler, Michael [R-NY-17]
Cosponsors (2)
Rep. Gottheimer, Josh [D-NJ-5], Rep. Salazar, Maria Elvira [R-FL-27]
Recent Actions
- 2025-06-24: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.
- 2025-06-23: Motion to reconsider laid on the table Agreed to without objection.
- 2025-06-23: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (consideration: CR H2866-2867)
- 2025-06-23: 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)
- 2025-06-23: DEBATE - The House proceeded with forty minutes of debate on H.R. 3352.
- 2025-06-23: Considered under suspension of the rules. (consideration: CR H2866-2868)
- 2025-06-23: Mrs. Wagner moved to suspend the rules and pass the bill, as amended.
- 2025-06-03: Placed on the Union Calendar, Calendar No. 93.
- 2025-06-03: Reported (Amended) by the Committee on Financial Services. H. Rept. 119-123.
- 2025-06-03: Reported (Amended) by the Committee on Financial Services. H. Rept. 119-123.
- 2025-05-20: Ordered to be Reported (Amended) by the Yeas and Nays: 50 - 1.
- 2025-05-20: Committee Consideration and Mark-up Session Held
- 2025-05-13: Referred to the House Committee on Financial Services.
- 2025-05-13: Introduced in House
- 2025-05-13: Introduced in House
Bill Versions
- Helping Angels Lead Our Startups Act of 2025 — issued 2025-06-23 — PDF (8 pages)
- Helping Angels Lead Our Startups Act of 2025 — issued 2025-05-13 — PDF (5 pages)
- Helping Angels Lead Our Startups Act of 2025 — issued 2025-06-24 — PDF (6 pages)
- Helping Angels Lead Our Startups Act of 2025 — issued 2025-06-03 — PDF (8 pages)