Disclosing Investments in Foreign Adversaries Act of 2025
Sponsored By: Senator Sen. Scott, Rick [R-FL]
Introduced
Summary
Requires annual disclosure of private-fund and exempt-offering exposure to jurisdictions controlled by foreign adversaries. This bill would force large private-fund advisers and certain issuers using exempt securities offerings to report holdings, ownership, and planned uses of proceeds tied to 'countries of concern'.
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- Advisers managing at least $150 million in private-fund assets, or advisers relying on certain registration exemptions, must file annual reports with the SEC showing total private-fund assets in each country of concern and the percentage breakdown by country. The bill defines when a portfolio company counts based on where it operates and where its assets and liabilities sit.
- Issuers using specified exempted transactions must disclose issuer identity, place of incorporation, beneficial owners, amount sold, net proceeds, and intended use of proceeds by country and industry when offers meet a $25 million deal threshold or $50 million in a year. The SEC can set rules and limit future use of exemptions for noncompliant issuers.
- The SEC must publish aggregated lists of advisers reporting exposure within one year and at least annually after that and must publish quarterly public reports of issuer submissions tied to countries of concern. These disclosures aim to make capital flows to high-risk foreign jurisdictions visible to regulators and investors.
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Bill Overview
Analyzed Economic Effects
2 provisions identified: 0 benefits, 0 costs, 2 mixed.
Annual private fund adviser reports
If enacted, this bill would make the SEC treat some advisers as "covered investment advisers." That includes registered advisers whose adviser plus related persons manage at least $150,000,000 in private fund assets, and certain exempt advisers. Covered advisers would have to file a yearly report showing total private fund assets in each "country of concern" and the percent in each country. The SEC would publish aggregated public reports within 1 year and at least once a year after that. The bill defines when an asset counts as being in a country of concern (for example, based on an entity's physical presence, employees, plurality of sales, or the share of an entity's assets and liabilities there). This would increase transparency but also add new compliance and disclosure costs for affected advisers.
New disclosure for large exempt offerings
If enacted, this bill would require issuers doing certain exempt securities sales to give the SEC detailed disclosures for big deals. The rule targets exempt offerings structured under common exemptions (like certain Regulation D, Regulation S, or Rule 144A deals) when a single sale is $25,000,000 or more or $50,000,000 or more in the prior year. Issuers would report identity, place of incorporation, beneficial owners, amount sold and net proceeds, whether they are tied to a "country of concern," and how they plan to use proceeds by country and industry. The SEC would publish quarterly public reports for issuers incorporated in or tied to countries of concern or that say they will invest proceeds there. The SEC would also make implementing rules and could limit use of exemptions by issuers that do not comply. These changes would raise market transparency but add new filing and compliance costs for affected issuers.
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Sponsors & CoSponsors
Sponsor
Sen. Scott, Rick [R-FL]
FL • R
Cosponsors
Sen. Fetterman, John [D-PA]
PA • D
Sponsored 12/18/2025
Roll Call Votes
No roll call votes available for this bill.
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