HB3352, the HALOS Act of 2025, would direct the Securities and Exchange Commission to revise Regulation D so that the federal ban on general solicitation and general advertising would not apply to certain issuer presentations or communications made at specified events. The bill is aimed at helping early-stage companies, especially those seeking capital from accredited investors and angel investor networks, by allowing them to present at events sponsored by governments, colleges and universities, nonprofits, angel investor groups, incubators, accelerators, venture forums, venture capital associations, trade associations, and other entities the SEC may designate.
The bill sets conditions for the events and sponsors. The event cannot be held in a facility owned or operated by a religious organization, the advertising for the event cannot reference a specific securities offering, and the sponsor cannot provide investment advice, negotiate investments, charge more than reasonable administrative fees, or receive compensation that would trigger broker-dealer or investment adviser registration. Sponsors must also provide a one-page disclosure describing the event and the risks of investing. The issuer may share only limited offering information, such as that it is raising capital, the type and amount of securities, how much has already been subscribed, and the intended use of proceeds.
The bill’s impact would be to narrow the practical reach of Regulation D’s general solicitation restrictions for a defined class of startup fundraising events, while leaving the rules governing actual purchases and sales intact. It also specifies that attendance at one of these events does not, by itself, create a pre-existing substantive relationship for purposes of Rule 506(b). In effect, the bill would make it easier for startups to publicly present fundraising opportunities in structured settings without automatically jeopardizing private-offering exemptions.
Overall sentiment appears favorable, as reflected by the bill’s passage in the House and its framing as a capital-formation measure for startups and angel investors. The available record does not include committee debate or recorded opposition, but the structure of the bill suggests the main policy concern is investor protection: the restrictions on sponsor conduct, disclosures, and limited offering information are designed to reduce the risk that these events become unregulated sales pitches or broker activity. Potential contention would likely center on whether the bill weakens private-offering safeguards or, conversely, whether the conditions are too restrictive to meaningfully help startups.
The bill would require the SEC to amend Regulation D under the Securities Act framework, specifically the rule governing general solicitation and general advertising for private offerings. It would create a new carveout for issuer presentations at qualifying events and clarify that mere attendance at such an event does not establish a pre-existing substantive relationship under Rule 506(b). The affected parties are startups and other eligible issuers, angel investor groups, incubators, accelerators, venture forums, nonprofits, educational institutions, and event sponsors that facilitate early-stage capital raising.
The bill appears to have generally positive momentum, having passed the House and been referred in the Senate without any recorded votes or committee transcript indicating opposition. Its title and structure reflect a pro-startup, pro-capital-formation approach, and the conditions included in the text suggest an effort to balance access to investors with investor-protection concerns. No formal recorded sentiment from committee discussion is available in the provided materials.
The main likely point of contention is the balance between easing fundraising for startups and preserving securities-law protections against general solicitation. Supporters would likely emphasize improved access to angel and early-stage capital, while skeptics may worry that loosening the solicitation ban could blur the line between private offerings and public marketing. Another possible issue is the bill’s detailed sponsor restrictions, which may be seen either as necessary guardrails or as burdens that limit the bill’s usefulness.