S3342119th CongressWALLET

HALOS Act of 2025

Sponsored By: Senator Sen. Ricketts, Pete [R-NE]

Introduced

Summary

Expands when startups can publicly pitch investors at qualifying events by creating an exception to Regulation D's general-solicitation ban for presentations that meet specific conditions. It would let early-stage issuers share limited offering details while keeping rules against improper solicitation.

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  • Startups and issuers would be allowed to disclose at qualifying events that they are offering securities, the type and amount offered, amounts already subscribed, and intended use of proceeds. This applies only to presentations and not to purchases or sales.
  • Angel investor groups and event sponsors must not act like brokers or investment advisers, must not charge attendees more than reasonable administrative fees, and must provide a one-page disclosure describing the event and investment risks.
  • Attending a qualifying event would not by itself create a pre-existing substantive relationship between an issuer and a purchaser for the 506(b) exemption.
  • The Securities and Exchange Commission would be required to revise Regulation D within six months and could add other eligible sponsor types by rule.

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Bill Overview

Analyzed Economic Effects

1 provisions identified: 0 benefits, 0 costs, 1 mixed.

Allow issuer pitches at investor events

This bill would require the SEC to update Regulation D within six months so issuers could present at certain investor events without being treated as a general solicitation. Events would have to be run by approved sponsors, such as States, colleges, nonprofits, angel investor groups, incubators, and venture forums. Sponsors would not be allowed to advertise a specific offering, give investment advice, take commissions for introductions, or charge more than reasonable administrative fees. Sponsors would have to give attendees a one-page risk disclosure, as the SEC would require. Issuers could only state basic offering facts, like that they plan to offer securities, the type and amount, how much is subscribed, and the intended use of proceeds. The bill would define which businesses count as issuers and would define "angel investor group." Attendance alone would not create a pre-existing relationship for exemption rules. The change would apply only to presentations and communications, not to purchases or sales.

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Sponsors & CoSponsors

Sponsor

Sen. Ricketts, Pete [R-NE]

NE • R

Cosponsors

  • Sen. Gallego, Ruben [D-AZ]

    AZ • D

    Sponsored 12/4/2025

Roll Call Votes

No roll call votes available for this bill.

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