IB
Union Calendar No. 250
118THCONGRESS
1
STSESSION H. R. 1553
[Report No. 118–310]
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.
IN THE HOUSE OF REPRESENTATIVES
MARCH10, 2023
Mr. L
AWLER(for himself and Mr. GOTTHEIMER) introduced the following bill;
which was referred to the Committee on Financial Services
D
ECEMBER12, 2023
Additional sponsor: Mr. N
ICKEL
D
ECEMBER12, 2023
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed
[Strike out all after the enacting clause and insert the part printed in italic]
[For text of introduced bill, see copy of bill as introduced on March 10, 2023]
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•HR 1553 RH
A BILL
To require the Securities and Exchange Commission to revise
rules relating to general solicitation or general adver-
tising to allow for presentations or other communication
made by or on behalf of an issuer at certain events,
and for other purposes.
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•HR 1553 RH
Be it enacted by the Senate and House of Representa-1
tives of the United States of America in Congress assembled, 2
SECTION 1. SHORT TITLE. 3
This Act may be cited as the ‘‘Helping Angels Lead 4
Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 5
SEC. 2. CLARIFICATION OF GENERAL SOLICITATION. 6
(a) D
EFINITIONS.—For purposes of this Act and the 7
revision of rules required under this Act: 8
(1) A
NGEL INVESTOR GROUP .—The term ‘‘angel 9
investor group’’ means any group that— 10
(A) is composed of accredited investors in-11
terested in investing personal capital in early- 12
stage companies; 13
(B) holds regular meetings and has defined 14
processes and procedures for making investment 15
decisions, either individually or among the mem-16
bership of the group as a whole; and 17
(C) is neither associated nor affiliated with 18
brokers, dealers, or investment advisers. 19
(2) I
SSUER.—The term ‘‘issuer’’ means an issuer 20
that is a business, is not in bankruptcy or receiver-21
ship, is not an investment company, and is not a 22
blank check, blind pool, or shell company. 23
(b) I
NGENERAL.—Not later than 6 months after the 24
date of enactment of this Act, the Securities and Exchange 25
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•HR 1553 RH
Commission shall revise Regulation D (17 CFR 230.500 et 1
seq.) to require that in carrying out the prohibition against 2
general solicitation or general advertising contained in sec-3
tion 230.502(c) of title 17, Code of Federal Regulations, the 4
prohibition shall not apply to a presentation or other com-5
munication made by or on behalf of an issuer which is 6
made at an event— 7
(1) sponsored by— 8
(A) the United States or any territory 9
thereof, the District of Columbia, any State, a 10
political subdivision of any State or territory, or 11
any agency or public instrumentality of any of 12
the foregoing; 13
(B) a college, university, or other institu-14
tion of higher education; 15
(C) a nonprofit organization; 16
(D) an angel investor group; 17
(E) a venture forum, venture capital asso-18
ciation, or trade association; or 19
(F) any other group, person, or entity as 20
the Securities and Exchange Commission may 21
determine by rule; 22
(2) where any advertising for the event does not 23
reference any specific offering of securities by the 24
issuer; 25
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•HR 1553 RH
(3) the sponsor of which— 1
(A) does not make investment recommenda-2
tions or provide investment advice to event 3
attendees; 4
(B) does not engage in an active role in any 5
investment negotiations between the issuer and 6
investors attending the event; 7
(C) does not charge event attendees any fees 8
other than reasonable administrative fees; 9
(D) does not receive any compensation for 10
making introductions between investors attend-11
ing the event and issuers, or for investment nego-12
tiations between such parties; 13
(E) makes readily available to attendees a 14
disclosure not longer than one page in length, as 15
prescribed by the Securities and Exchange Com-16
mission, describing the nature of the event and 17
the risks of investing in the issuers presenting at 18
the event; and 19
(F) does not receive any compensation with 20
respect to such event that would require registra-21
tion of the sponsor as a broker or a dealer under 22
the Securities Exchange Act of 1934, or as an in-23
vestment advisor under the Investment Advisers 24
Act of 1940; and 25
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•HR 1553 RH
(4) where no specific information regarding an 1
offering of securities by the issuer is communicated or 2
distributed by or on behalf of the issuer, other than— 3
(A) that the issuer is in the process of offer-4
ing securities or planning to offer securities; 5
(B) the type and amount of securities being 6
offered; 7
(C) the amount of securities being offered 8
that have already been subscribed for; and 9
(D) the intended use of proceeds of the offer-10
ing. 11
(c) R
ULE OFCONSTRUCTION.—Subsection (b) may 12
only be construed as requiring the Securities and Exchange 13
Commission to amend the requirements of Regulation D 14
with respect to presentations and communications, and not 15
with respect to purchases or sales. 16
(d) N
OPRE-EXISTINGSUBSTANTIVERELATIONSHIP 17
BYREASON OFEVENT.—Attendance at an event described 18
under subsection (b) shall not qualify, by itself, as estab-19
lishing a pre-existing substantive relationship between an 20
issuer and a purchaser, for purposes of Rule 506(b). 21
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250
118
TH
CONGRESS
1
ST
S
ESSION
H. R. 1553
[Report No. 118–310]
A BILL
To require the Securities and Exchange Commis-
sion 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 pur-
poses.
D
ECEMBER
12, 2023
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union,
and ordered to be printed
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