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Union Calendar No. 250 

118TH CONGRESS 

1ST SESSION 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 

MARCH 10, 2023 

Mr. LAWLER (for himself and Mr. GOTTHEIMER) introduced the following bill; 

which was referred to the Committee on Financial Services 

DECEMBER 12, 2023 

Additional sponsor: Mr. NICKEL

DECEMBER 12, 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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A BILL 

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. 

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1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Helping Angels Lead 

5 Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 

6 SEC. 2. CLARIFICATION OF GENERAL SOLICITATION. 

7 (a) DEFINITIONS.—For purposes of this Act and the 

8 revision of rules required under this Act: 

9 (1) ANGEL INVESTOR GROUP.—The term ‘‘angel 

10 investor group’’ means any group that— 

11 (A) is composed of accredited investors in12 terested in investing personal capital in early13 stage companies; 

14 (B) holds regular meetings and has defined 

15 processes and procedures for making investment 

16 decisions, either individually or among the mem17 bership of the group as a whole; and 

18 (C) is neither associated nor affiliated with 

19 brokers, dealers, or investment advisers. 

20 (2) ISSUER.—The term ‘‘issuer’’ means an issuer 

21 that is a business, is not in bankruptcy or receiver22 ship, is not an investment company, and is not a 

23 blank check, blind pool, or shell company. 

24 (b) IN GENERAL.—Not later than 6 months after the 

25 date of enactment of this Act, the Securities and Exchange 

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1 Commission shall revise Regulation D (17 CFR 230.500 et 

2 seq.) to require that in carrying out the prohibition against 

3 general solicitation or general advertising contained in sec4 tion 230.502(c) of title 17, Code of Federal Regulations, the 

5 prohibition shall not apply to a presentation or other com6 munication made by or on behalf of an issuer which is 

7 made at an event— 

8 (1) sponsored by— 

9 (A) the United States or any territory 

10 thereof, the District of Columbia, any State, a 

11 political subdivision of any State or territory, or 

12 any agency or public instrumentality of any of 

13 the foregoing; 

14 (B) a college, university, or other institu15 tion of higher education; 

16 (C) a nonprofit organization; 

17 (D) an angel investor group; 

18 (E) a venture forum, venture capital asso19 ciation, or trade association; or 

20 (F) any other group, person, or entity as 

21 the Securities and Exchange Commission may 

22 determine by rule; 

23 (2) where any advertising for the event does not 

24 reference any specific offering of securities by the 

25 issuer; 

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1 (3) the sponsor of which— 

2 (A) does not make investment recommenda3 tions or provide investment advice to event 

4 attendees; 

5 (B) does not engage in an active role in any 

6 investment negotiations between the issuer and 

7 investors attending the event; 

8 (C) does not charge event attendees any fees 

9 other than reasonable administrative fees; 

10 (D) does not receive any compensation for 

11 making introductions between investors attend12 ing the event and issuers, or for investment nego13 tiations between such parties; 

14 (E) makes readily available to attendees a 

15 disclosure not longer than one page in length, as 

16 prescribed by the Securities and Exchange Com17 mission, describing the nature of the event and 

18 the risks of investing in the issuers presenting at 

19 the event; and 

20 (F) does not receive any compensation with 

21 respect to such event that would require registra22 tion of the sponsor as a broker or a dealer under 

23 the Securities Exchange Act of 1934, or as an in24 vestment advisor under the Investment Advisers 

25 Act of 1940; and 

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1 (4) where no specific information regarding an 

2 offering of securities by the issuer is communicated or 

3 distributed by or on behalf of the issuer, other than— 

4 (A) that the issuer is in the process of offer5 ing securities or planning to offer securities; 

6 (B) the type and amount of securities being 

7 offered; 

8 (C) the amount of securities being offered 

9 that have already been subscribed for; and 

10 (D) the intended use of proceeds of the offer11 ing. 

12 (c) RULE OF CONSTRUCTION.—Subsection (b) may 

13 only be construed as requiring the Securities and Exchange 

14 Commission to amend the requirements of Regulation D 

15 with respect to presentations and communications, and not 

16 with respect to purchases or sales. 

17 (d) NO PRE-EXISTING SUBSTANTIVE RELATIONSHIP

18 BY REASON OF EVENT.—Attendance at an event described 

19 under subsection (b) shall not qualify, by itself, as estab20 lishing a pre-existing substantive relationship between an 

21 issuer and a purchaser, for purposes of Rule 506(b). 

Union Calendar No. 250 

118TH CONGRESS 

1ST SESSION H. R. 1553 

[Report No. 118–310] 

A BILL 

To require the Securities and Exchange Commisposes. an issuer at certain events, and for other pur- or other communication made by or on behalf of or general advertising to allow for presentations sion to revise rules relating to general solicitation 

DECEMBER 12, 2023 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union,