SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Incentivizing New Ventures and Economic Strength 
Through Capital Formation Act of 2025’’ or the ‘‘IN-
VEST Act of 2025’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
TITLE I—EXPANDING ACCESS TO CAPITAL FOR SMALL 
BUSINESSES 
Sec. 101. Expanding access to capital for rural job creators. 
Sec. 102. Helping angels lead our startups. 
Sec. 103. Amendment for crowdfunding capital enhancement and small-busi-
ness support. 
Sec. 104. Small business investor capital access. 
Sec. 105. Advocating for small business. 
Sec. 106. Small entity update. 
Sec. 107. Improving access to small business information. 
Sec. 108. Improving capital allocation for newcomers. 
Sec. 109. Developing and empowering our aspiring leaders. 
TITLE II—INCREASING OPPORTUNITIES FOR INVESTORS 
Sec. 201. Fair investment opportunities for professional experts. 
Sec. 202. Retirement fairness for charities and educational institutions. 
Sec. 203. Equal opportunity for all investors. 
Sec. 204. Senior Security. 
Sec. 205. Improving disclosure for investors. 
Sec. 206. Increasing investor opportunities. 
TITLE III—STRENGTHENING PUBLIC MARKETS 
Sec. 301. Encouraging local emerging ventures and economic growth. 
Sec. 302. Access to small business investor capital. 
Sec. 303. Encouraging public offerings. 
Sec. 304. Greenlighting growth. 
Sec. 305. Middle market IPO cost. 
Sec. 306. Expanding WKSI eligibility. 
Sec. 307. Enhancing multi-class share disclosures.
TITLE I—EXPANDING ACCESS TO 
CAPITAL FOR SMALL BUSI-
NESSES 
SEC. 101. EXPANDING ACCESS TO CAPITAL FOR RURAL JOB 
CREATORS. 
Section 4(i) of the Securities Exchange Act of 1934 
(15 U.S.C. 78d(i)) is amended— 
(1) in paragraph (4)(C), by inserting ‘‘, rural- 
area small businesses’’ after ‘‘women-owned small 
businesses’’; and 
(2) in paragraph (6)(B)(iii), by inserting ‘‘, 
rural-area small businesses’’ after ‘‘women-owned 
small businesses’’. 
SEC. 102. HELPING ANGELS LEAD OUR STARTUPS. 
(a) DEFINITIONS.—For purposes of this section and 
the revision of rules required under this section: 
(1) ANGEL
INVESTOR
GROUP.—The 
term 
‘‘angel investor group’’ means any group that— 
(A) is composed of accredited investors in-
terested in investing personal capital in early- 
stage companies; 
(B) holds regular meetings and has defined 
processes and procedures for making invest-
ment decisions, either individually or among the 
membership of the group as a whole; and
(C) is neither associated nor affiliated with 
brokers, dealers, or investment advisers. 
(2) ISSUER.—The term ‘‘issuer’’ means an 
issuer that is a business, is not in bankruptcy or re-
ceivership, is not an investment company, and is not 
a blank check, blind pool, or shell company. 
(b) IN GENERAL.—Not later than 6 months after the 
date of enactment of this Act, the Securities and Ex-
change Commission shall revise Regulation D (17 CFR 
230.500 et seq.) to require that in carrying out the prohi-
bition against general solicitation or general advertising 
contained in section 230.502(c) of title 17, Code of Fed-
eral Regulations, the prohibition shall not apply to a pres-
entation or other communication made by or on behalf of 
an issuer which is made at an event— 
(1) sponsored by— 
(A) the United States or any territory 
thereof, the District of Columbia, any State, a 
federally recognized Indian Tribe, a political 
subdivision of any State, territory, or federally 
recognized Indian Tribe, or any agency or pub-
lic instrumentality of any of the foregoing; 
(B) a college, university, or other institu-
tion of higher education; 
(C) a nonprofit organization;
(D) an angel investor group; 
(E) an incubator or accelerator; 
(F) a venture forum, venture capital asso-
ciation, or trade association, other than an as-
sociation created solely for the purpose of spon-
soring an event described under this subsection; 
or 
(G) any other group, person, or entity as 
the Securities and Exchange Commission may 
determine by rule; 
(2) that is not held in any facility that is owned 
or operated by a religious organization, other than 
an institution of higher education that is accredited 
and operated primarily for post-secondary education; 
(3) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
(4) the sponsor of which— 
(A) 
does 
not 
make 
investment 
rec-
ommendations or provide investment advice to 
event attendees; 
(B) does not engage in an active role in 
any investment negotiations between the issuer 
and investors attending the event;
(C) does not charge event attendees any 
fees other than reasonable administrative fees; 
(D) does not receive any compensation for 
making introductions between investors attend-
ing the event and issuers, or for investment ne-
gotiations between such parties; 
(E) makes readily available to attendees a 
disclosure not longer than one page in length, 
as prescribed by the Securities and Exchange 
Commission, describing the nature of the event 
and the risks of investing in the issuers pre-
senting at the event; and 
(F) does not receive any compensation 
with respect to such event that would require 
registration of the sponsor as a broker or a 
dealer under the Securities Exchange Act of 
1934, or as an investment advisor under the In-
vestment Advisers Act of 1940; and 
(5) where no specific information regarding an 
offering of securities by the issuer is communicated 
or distributed by or on behalf of the issuer, other 
than— 
(A) that the issuer is in the process of of-
fering securities or planning to offer securities;
(B) the type and amount of securities 
being offered; 
(C) the amount of securities being offered 
that have already been subscribed for; and 
(D) the intended use of proceeds of the of-
fering. 
(c) RULE OF CONSTRUCTION.—Subsection (b) may 
only be construed as requiring the Securities and Ex-
change Commission to amend the requirements of Regula-
tion D with respect to presentations and communications, 
and not with respect to purchases or sales. 
(d) NO PRE-EXISTING SUBSTANTIVE RELATIONSHIP 
BY REASON
OF EVENT.—Attendance at an event de-
scribed under subsection (b) shall not qualify, by itself, 
as establishing a pre-existing substantive relationship be-
tween an issuer and a purchaser, for purposes of Rule 
506(b). 
SEC. 103. AMENDMENT FOR CROWDFUNDING CAPITAL EN-
HANCEMENT 
AND 
SMALL-BUSINESS 
SUP-
PORT. 
(a) IN GENERAL.—Section 4A of the Securities Act 
of 1933 (15 U.S.C. 77d–1) is amended— 
(1) 
in 
subsection 
(b)(1)(D), 
by 
striking 
‘‘$100,000’’ each place such term appears and in-
serting ‘‘$250,000’’; and