3(a) of the Securities Exchange Act of 1934 (15 
U.S.C. 78c(a)). 
(6) SELF-REGULATORY
ORGANIZATION.—The 
term ‘‘self-regulatory organization’’ means— 
(A) a self-regulatory organization, as de-
fined in section 2(a)(26) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)); and 
(B) the Municipal Securities Rulemaking 
Board. 
(7) WEBSITE.—The term ‘‘website’’ means an 
internet website or other digital, internet, or elec-
tronic-based information repository, such as a mobile 
application, to which an investor of a covered entity 
has been provided reasonable access. 
TITLE III—HELPING STARTUPS 
CONTINUE TO GROW 
SEC. 1301. SHORT TITLE. 
This title may be cited as the ‘‘Helping Startups Con-
tinue To Grow Act’’. 
SEC. 1302. EMERGING GROWTH COMPANY CRITERIA. 
(a) SECURITIES ACT OF 1933.—Section 2(a)(19) of 
the Securities Act of 1933 (15 U.S.C. 77b(a)(19)) is 
amended— 
(1) by striking ‘‘$1,000,000,000’’ each place 
such term appears and inserting ‘‘$1,500,000,000’’; 
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(2) in subparagraph (B)— 
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 
year’’; and 
(B) by adding ‘‘or’’ at the end; 
(3) in subparagraph (C), by striking ‘‘; or’’ and 
inserting a period; and 
(4) by striking subparagraph (D). 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
3(a) of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a)) is amended, in the first paragraph (80) (related 
to emerging growth companies)— 
(1) by striking ‘‘$1,000,000,000’’ each place 
such term appears and inserting ‘‘$1,500,000,000’’; 
(2) in subparagraph (B)— 
(A) by striking ‘‘fifth’’ and inserting ‘‘7- 
year’’; and 
(B) by adding ‘‘or’’ at the end; 
(3) in subparagraph (C), by striking ‘‘; or’’ and 
inserting a period; and 
(4) by striking subparagraph (D). 
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TITLE IV—SEC AND PCAOB AUDI-
TOR 
REQUIREMENTS 
FOR 
NEWLY PUBLIC COMPANIES 
SEC. 1401. AUDITOR INDEPENDENCE FOR CERTAIN PAST 
AUDITS OCCURRING BEFORE AN ISSUER IS A 
PUBLIC COMPANY. 
(a) AUDITOR INDEPENDENCE STANDARDS OF THE 
PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD.— 
Section 103 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 
7213) is amended by adding at the end the following: 
‘‘(e) AUDITOR INDEPENDENCE FOR CERTAIN PAST 
AUDITS OCCURRING BEFORE AN ISSUER IS A PUBLIC 
COMPANY.—With respect to an issuer that is a public 
company or an issuer that has filed a registration state-
ment to become a public company, the auditor independ-
ence rules established by the Board with respect to audits 
occurring before the last fiscal year of the issuer completed 
before the issuer filed a registration statement to become 
a public company shall treat an auditor as independent 
if— 
‘‘(1) the auditor is independent under standards 
established by the American Institute of Certified 
Public Accountants applicable to certified public ac-
countants in United States; or 
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‘‘(2) with respect to a foreign issuer, the audi-
tor is independent under comparable standards ap-
plicable to certified public accountants in the issuer’s 
home country.’’. 
(b) AUDITOR INDEPENDENCE STANDARDS OF THE 
SECURITIES AND EXCHANGE COMMISSION.—Section 10A 
of the Securities Exchange Act of 1934 (15 U.S.C. 78j– 
1) is amended by adding at the end the following: 
‘‘(n) AUDITOR INDEPENDENCE FOR CERTAIN PAST 
AUDITS OCCURRING BEFORE AN ISSUER IS A PUBLIC 
COMPANY.—With respect to an issuer that is a public 
company or an issuer that has filed a registration state-
ment to become a public company, the auditor independ-
ence rules established by the Commission under the securi-
ties laws with respect to audits occurring before the last 
fiscal year of the issuer completed before the issuer filed 
a registration statement to become a public company shall 
treat an auditor as independent if— 
‘‘(1) the auditor is independent under standards 
established by the American Institute of Certified 
Public Accountants applicable to certified public ac-
countants in United States; or 
‘‘(2) with respect to a foreign issuer, the audi-
tor is independent under comparable standards ap-
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plicable to certified public accountants in the issuer’s 
home country.’’. 
TITLE V—EXPAND THE PROTEC-
TION 
FOR 
RESEARCH 
RE-
PORTS TO COVER ALL SECU-
RITIES OF ALL ISSUERS 
SEC. 1501. PROVISION OF RESEARCH. 
Section 2(a)(3) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(3)) is amended— 
(a) by striking ‘‘an emerging growth company’’ and 
inserting ‘‘an issuer’’; 
(b) by striking ‘‘the common equity’’ and inserting 
‘‘any’’; and 
(c) by striking ‘‘such emerging growth company’’ and 
inserting ‘‘such issuer’’. 
TITLE VI—CODIFY MIFID NO 
ACTION LETTER 
SEC. 1601. DEFINITION OF INVESTMENT ADVISER AMEND-
ED TO EXCLUDE BROKERS AND DEALERS 
COMPENSATED 
FOR 
CERTAIN 
RESEARCH 
SERVICES. 
Section 202(a)(11) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–2(a)(11)) is amended— 
(1) by striking ‘‘(C) any’’ and inserting ‘‘(C)(i) 
any’’; 
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(2) by striking ‘‘dealer and who receives’’ and 
inserting ‘‘dealer; and (ii)(I) who receives’’; and 
(3) by inserting ‘‘; or (II) who receives special 
compensation for research services (as described in 
section 28(e)(1) of the Securities Exchange Act of 
1934 (15 U.S.C. 78bb(e)(1))) from a client that is 
directly or indirectly required as a result of laws of 
a foreign financial regulatory authority to pay spe-
cial compensation for such services’’ after ‘‘com-
pensation therefor’’. 
TITLE VII—EXCLUDE QIBS AND 
IAAS 
FROM 
THE 
RECORD 
HOLDER COUNT FOR MANDA-
TORY REGISTRATION 
SEC. 1701. EXCLUSIONS FROM MANDATORY REGISTRATION 
THRESHOLD. 
(a) IN GENERAL.—Section 12(g)(1) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78l(g)(1)) is amended— 
(1) in subparagraph (A)(i), by inserting after 
‘‘persons’’ the following: ‘‘(that are not a qualified 
institutional buyer or an institutional accredited in-
vestor)’’; and 
(2) in subparagraph (B), by inserting after 
‘‘persons’’ the following: ‘‘(that are not a qualified 
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institutional buyer or an institutional accredited in-
vestor)’’. 
(b) NONAPPLICABILITY
OF GENERAL EXEMPTIVE 
AUTHORITY.—Section 36 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78mm) shall not apply to the matter 
inserted by the amendments made by subsection (a). 
TITLE VIII—EXPAND WKSI 
ELIGIBILITY 
SEC. 
1801. 
DEFINITION 
OF 
WELL-KNOWN 
SEASONED 
ISSUER. 
For purposes of the Federal securities laws, and reg-
ulations issued thereunder, an issuer shall be a ‘‘well- 
known seasoned issuer’’ if— 
(1) the aggregate market value of the voting 
and non-voting common equity held by non-affiliates 
of the issuer is $250,000,000 or more (as deter-
mined under Form S–3 general instruction I.B.1. as 
in effect on the date of enactment of this Act); and 
(2) the issuer otherwise satisfies the require-
ments of the definition of ‘‘well-known seasoned 
issuer’’ contained in section 230.405 of title 17, 
Code of Federal Regulations without reference to 
any requirement in such definition relating to min-
imum worldwide market value of outstanding voting 
and non-voting common equity held by non-affiliates. 
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TITLE IX—SMALLER REPORTING 
COMPANY, 
ACCELERATED 
FILER, AND LARGE ACCELER-
ATED FILER THRESHOLDS 
SEC. 1901. SMALLER REPORTING COMPANY, ACCELERATED 
FILER, AND LARGE ACCELERATED FILER 
THRESHOLDS. 
(a) SMALLER REPORTING COMPANIES.— 
(1) IN
GENERAL.—The Securities and Ex-
change Commission shall revise the definition of a 
‘‘smaller 
reporting 
company’’ 
under 
section 
229.10(f)(1) of title 17, Code of Federal Regula-
tions— 
(A) in paragraph (i), by adjusting the pub-
lic float threshold from $250,000,000 to 
$500,000,000; and 
(B) in paragraph (ii)— 
(i) by adjusting the annual revenue 
threshold 
from 
$100,000,000 
to 
$250,000,000; and 
(ii) in paragraph (B), by adjusting the 
public float threshold from $700,000,000 
to $900,000,000. 
(2) USE
OF
THREE-YEAR
ROLLING
AVERAGE 
ANNUAL REVENUES.—The Securities and Exchange 
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Commission shall revise paragraphs (1)(ii) and 
(2)(iii)(B) under the definition of ‘‘smaller reporting 
company’’ under section 229.10(f)(1) of title 17, 
Code of Federal Regulations, by substituting ‘‘three- 
year rolling average annual revenues’’ for ‘‘annual 
revenues’’. 
(3) CONFORMING
CHANGES.—The Securities 
and Exchange Commission shall revise the definition 
of a ‘‘smaller reporting company’’ under sections 
230.405 and 240.12b–2 of title 17, Code of Federal 
Regulations, and any other rule of the Commission 
in the same manner as such definition is revised 
under paragraphs (1) and (2). 
(b) ACCELERATED FILERS AND LARGE ACCELER-
ATED FILERS.— 
(1) LARGE ACCELERATED FILER.—The Securi-
ties and Exchange Commission shall revise the defi-
nition of a ‘‘large accelerated filer’’ under section 
240.12b–2(2) of title 17, Code of Federal Regula-
tions, to increase the threshold amount (for the ag-
gregate worldwide market value of the voting and 
non-voting common equity held by non-affiliates of 
an issuer) from $700,000,000 to $750,000,000. 
(2) THRESHOLD TO EXIT ACCELERATED FILER 
STATUS.—The Securities and Exchange Commission 
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shall revise section 240.12b–2(3)(ii) of title 17, Code 
of Federal Regulations, to increase the threshold 
amount (for the aggregate worldwide market value 
of the voting and non-voting common equity held by 
non-affiliates of an issuer) at which an issuer is no 
longer an accelerated filer from $60,000,000 to 
$75,000,000. 
(3) THRESHOLD TO EXIT LARGE ACCELERATED 
FILER STATUS.—The Securities and Exchange Com-
mission shall revise section 240.12b–2(3)(iii) of title 
17, Code of Federal Regulations, to increase the 
threshold amount (for the aggregate worldwide mar-
ket value of the voting and non-voting common eq-
uity held by non-affiliates of an issuer) at which an 
issuer is no longer a large accelerated filer from 
$560,000,000 to $750,000,000. 
(4) EXCLUSION OF SMALLER REPORTING COM-
PANIES.—The Securities and Exchange Commission 
shall revise the definitions of an ‘‘accelerated filer’’ 
and a ‘‘large accelerated filer’’ under paragraphs (1) 
and (2) of section 240.12b–2 of title 17, Code of 
Federal Regulations, respectively, to exclude any 
issuer that is a smaller reporting company, as de-
fined under section 229.10(f)(1) of title 17, Code of 
Federal Regulations. 
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DIVISION 
B—HELPING 
SMALL 
BUSINESSES 
AND 
ENTRE-
PRENEURS 
TITLE I—UNLOCKING CAPITAL 
FOR SMALL BUSINESSES 
SEC. 2101. SHORT TITLE. 
This title may be cited as the ‘‘Unlocking Capital for 
Small Businesses Act of 2023’’. 
SEC. 2102. SAFE HARBORS FOR PRIVATE PLACEMENT BRO-
KERS AND FINDERS. 
(a) IN GENERAL.—Section 15 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78o) is amended by adding 
at the end the following: 
‘‘(p) PRIVATE PLACEMENT BROKER SAFE HAR-
BOR.— 
‘‘(1) 
REGISTRATION
REQUIREMENTS.—Not 
later than 180 days after the date of the enactment 
of this subsection the Commission shall promulgate 
regulations with respect to private placement brokers 
that are no more stringent than those imposed on 
funding portals. 
‘‘(2) NATIONAL
SECURITIES
ASSOCIATIONS.— 
Not later than 180 days after the date of the enact-
ment of this subsection the Commission shall pro-
mulgate regulations that require the rules of any na-
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tional securities association to allow a private place-
ment broker to become a member of such national 
securities association subject to reduced membership 
requirements consistent with this subsection. 
‘‘(3) DISCLOSURES REQUIRED.—Before effect-
ing a transaction, a private placement broker shall 
disclose clearly and conspicuously, in writing, to all 
parties to the transaction as a result of the broker’s 
activities— 
‘‘(A) that the broker is acting as a private 
placement broker; 
‘‘(B) the amount of any payment or antici-
pated payment for services rendered as a pri-
vate placement broker in connection with such 
transaction; 
‘‘(C) the person to whom any such pay-
ment is made; 
‘‘(D) any beneficial interest in the issuer, 
direct or indirect, of the private placement 
broker, of a member of the immediate family of 
the private placement broker, of an associated 
person of the private placement broker, or of a 
member of the immediate family of such associ-
ated person. 
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‘‘(4) 
PRIVATE
PLACEMENT
BROKER
DE-
FINED.—In this subsection, the term ‘private place-
ment broker’ means a person that— 
‘‘(A) receives transaction-based compensa-
tion— 
‘‘(i) for effecting a transaction by— 
‘‘(I) introducing an issuer of se-
curities and a buyer of such securities 
in connection with the sale of a busi-
ness effected as the sale of securities; 
or 
‘‘(II) introducing an issuer of se-
curities and a buyer of such securities 
in connection with the placement of 
securities in transactions that are ex-
empt from registration requirements 
under the Securities Act of 1933; and 
‘‘(ii) that is not with respect to— 
‘‘(I) a class of publicly traded se-
curities; 
‘‘(II) the securities of an invest-
ment company (as defined in section 3 
of the Investment Company Act of 
1940); or 
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‘‘(III) a variable or equity-in-
dexed annuity or other variable or eq-
uity-indexed life insurance product; 
‘‘(B) with respect to a transaction for 
which such transaction-based compensation is 
received— 
‘‘(i) does not handle or take posses-
sion of the funds or securities; and 
‘‘(ii) does not engage in an activity 
that requires registration as an investment 
adviser under State or Federal law; and 
‘‘(C) is not a finder as defined under sub-
section (q). 
‘‘(q) FINDER SAFE HARBOR.— 
‘‘(1) NONREGISTRATION.—A finder is exempt 
from the registration requirements of this Act. 
‘‘(2) NATIONAL SECURITIES ASSOCIATIONS.—A 
finder shall not be required to become a member of 
any national securities association. 
‘‘(3) FINDER DEFINED.—In this subsection, the 
term ‘finder’ means a person described in para-
graphs (A) and (B) of subsection (p)(4) that— 
‘‘(A) receives transaction-based compensa-
tion of equal to or less than $500,000 in any 
calendar year; 
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‘‘(B) receives transaction-based compensa-
tion in connection with transactions that result 
in a single issuer selling securities valued at 
equal to or less than $15 million in any cal-
endar year; 
‘‘(C) receives transaction-based compensa-
tion in connection with transactions that result 
in any combination of issuers selling securities 
valued at equal to or less than $30 million in 
any calendar year; or 
‘‘(D) receives transaction-based compensa-
tion in connection with fewer than 16 trans-
actions that are not part of the same offering 
or are otherwise unrelated in any calendar 
year.’’. 
(b) VALIDITY OF CONTRACTS WITH REGISTERED 
PRIVATE PLACEMENT BROKERS AND FINDERS.—Section 
29 of the Securities Exchange Act of 1934 (15 U.S.C. 
78cc) is amended by adding at the end the following: 
‘‘(d) Subsection (b) shall not apply to a contract 
made for a transaction if— 
‘‘(1) the transaction is one in which the issuer 
engaged the services of a broker or dealer that is not 
registered under this Act with respect to such trans-
action; 
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‘‘(2) such issuer received a self-certification 
from such broker or dealer certifying that such 
broker or dealer is a registered private placement 
broker under section 15(p) or a finder under section 
15(q); and 
‘‘(3) the issuer either did not know that such 
self-certification was false or did not have a reason-
able basis to believe that such self-certification was 
false.’’. 
(c) REMOVAL OF PRIVATE PLACEMENT BROKERS 
FROM DEFINITIONS OF BROKER.— 
(1) RECORDS AND REPORTS ON MONETARY IN-
STRUMENTS TRANSACTIONS.—Section 5312 of title 
31, United States Code, is amended in subsection 
(a)(2)(G) by inserting ‘‘with the exception of a pri-
vate placement broker as defined in section 15(p)(4) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78o(p)(4))’’ before the semicolon at the end. 
(2) SECURITIES EXCHANGE ACT OF 1934.—Sec-
tion 3(a)(4) of the Securities Exchange Act of 1934 
(15 U.S.C. 78c(a)(4)) is amended by adding at the 
end the following: 
‘‘(G) PRIVATE PLACEMENT BROKERS.—A 
private placement broker as defined in section 
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15(p)(4) is not a broker for the purposes of this 
Act.’’. 
SEC. 2103. LIMITATIONS ON STATE LAW. 
Section 15(i) of the Securities Exchange Act of 1934 
(15 U.S.C. 78o(i)) is amended— 
(1) by redesignating paragraphs (3) and (4) as 
paragraphs (4) and (5), respectively; 
(2) by inserting after paragraph (2) the fol-
lowing: 
‘‘(3) PRIVATE PLACEMENT BROKERS AND FIND-
ERS.— 
‘‘(A) IN GENERAL.—No State or political 
subdivision thereof may enforce any law, rule, 
regulation, or other administrative action that 
imposes greater registration, audit, financial 
recordkeeping, or reporting requirements on a 
private placement broker or finder than those 
that are required under subsections (p) and (q), 
respectively. 
‘‘(B) DEFINITION
OF
STATE.—For pur-
poses of this paragraph, the term ‘State’ in-
cludes the District of Columbia and each terri-
tory of the United States.’’; and 
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(3) in paragraph (4), as so redesignated, by 
striking ‘‘paragraph (3)’’ and inserting ‘‘paragraph 
(5)’’. 
TITLE II—SMALL BUSINESS 
INVESTOR CAPITAL ACCESS 
SEC. 2201. SHORT TITLE. 
This title may be cited as the ‘‘Small Business Inves-
tor Capital Access Act’’. 
SEC. 2202. INFLATION ADJUSTMENT FOR THE EXEMPTION 
THRESHOLD FOR CERTAIN INVESTMENT AD-
VISERS OF PRIVATE FUNDS. 
Section 203(m) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–3(m)) is amended by adding at the 
end the following: 
‘‘(5) INFLATION ADJUSTMENT.—The Commis-
sion shall adjust the dollar amount described under 
paragraph (1)— 
‘‘(A) upon enactment of this paragraph, to 
reflect the change in the Consumer Price Index 
for All Urban Consumers published by the Bu-
reau of Labor Statistics of the Department of 
Labor between the date of enactment of the 
Private Fund Investment Advisers Registration 
Act of 2010 and the date of enactment of this 
paragraph; and 
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‘‘(B) annually thereafter, to reflect the 
change in the Consumer Price Index for All 
Urban Consumers published by the Bureau of 
Labor Statistics of the Department of Labor.’’. 
TITLE III—IMPROVING CAPITAL 
ALLOCATION FOR NEWCOMERS 
SEC. 2301. SHORT TITLE. 
This title may be cited as the ‘‘Improving Capital Al-
location for Newcomers Act of 2023’’. 
SEC. 2302. QUALIFYING VENTURE CAPITAL FUNDS. 
Section 3(c)(1) of the Investment Company Act of 
1940 (15 U.S.C. 80a–3(c)(1)) is amended— 
(1) in the matter preceding subparagraph (A), 
by striking ‘‘250 persons’’ and inserting ‘‘600 per-
sons’’; and 
(2) 
in 
subparagraph 
(C)(i), 
by 
striking 
‘‘$10,000,000’’ and inserting ‘‘$150,000,000’’. 
TITLE 
IV—SMALL 
ENTRE-
PRENEURS’ 
EMPOWERMENT 
AND DEVELOPMENT 
SEC. 2401. SHORT TITLE. 
This title may be cited as the ‘‘Small Entrepreneurs’ 
Empowerment and Development Act of 2023’’ or the 
‘‘SEED Act of 2023’’. 
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SEC. 2402. MICRO-OFFERING EXEMPTION. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
(1) in subsection (a), by adding at the end the 
following: 
‘‘(8) transactions meeting the requirements of 
subsection (f).’’; and 
(2) by adding at the end the following: 
‘‘(f) MICRO-OFFERINGS.—The transactions referred 
to in subsection (a)(8) are transactions involving the sale 
of securities by an issuer (including all entities controlled 
by or under common control with the issuer) where the 
aggregate amount of all securities sold by the issuer, in-
cluding any amount sold in reliance on the exemption pro-
vided under subsection (a)(8), during the 12-month period 
preceding such transaction, does not exceed $250,000.’’. 
(b) DISQUALIFICATION.— 
(1) IN
GENERAL.—Not later than 270 days 
after the date of enactment of this Act, the Securi-
ties and Exchange Commission shall, by rule, estab-
lish disqualification provisions under which an issuer 
shall not be eligible to offer securities pursuant to 
section 4(a)(8) of the Securities Act of 1933, as 
added by this section. 
(2) INCLUSIONS.—Disqualification provisions 
required by this subsection shall— 
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(A) be substantially similar to the provi-
sions of section 230.506(d) of title 17, Code of 
Federal Regulations (or any successor thereto); 
and 
(B) disqualify any offering or sale of secu-
rities by a person that— 
(i) is subject to a final order of a cov-
ered regulator that— 
(I) bars the person from— 
(aa) association with an en-
tity regulated by the covered reg-
ulator; 
(bb) engaging in the busi-
ness of securities, insurance, or 
banking; or 
(cc) engaging in savings as-
sociation or credit union activi-
ties; or 
(II) constitutes a final order 
based on a violation of any law or reg-
ulation that prohibits fraudulent, ma-
nipulative, or deceptive conduct, if 
such final order was issued within the 
previous 10-year period; or 
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(ii) has been convicted of any felony 
or misdemeanor in connection with the 
purchase or sale of any security or involv-
ing the making of any false filing with the 
Commission. 
(3) COVERED REGULATOR DEFINED.—In this 
subsection, the term ‘‘covered regulator’’ means— 
(A) a State securities commission (or an 
agency or officer of a State performing like 
functions); 
(B) a State authority that supervises or 
examines banks, savings associations, or credit 
unions; 
(C) a State insurance commission (or an 
agency or officer of a State performing like 
functions); 
(D) a Federal banking agency (as defined 
under section 3 of the Federal Deposit Insur-
ance Act); and 
(E) the National Credit Union Administra-
tion. 
(c) EXEMPTION UNDER STATE REGULATIONS.—Sec-
tion 18(b)(4) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)) is amended— 
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(1) in subparagraph (F), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(H) section 4(a)(8).’’. 
TITLE V—REGULATION A+ 
IMPROVEMENT 
SEC. 2501. SHORT TITLE. 
This title may be cited as the ‘‘Regulation A+ Im-
provement Act of 2023’’. 
SEC. 2502. JOBS ACT-RELATED EXEMPTION. 
Section 3(b) of the Securities Act of 1933 (15 U.S.C. 
77c(b)) is amended— 
(1) 
in 
paragraph 
(2)(A), 
by 
striking 
‘‘$50,000,000’’ and inserting ‘‘$150,000,000, ad-
justed for inflation by the Commission every 2 years 
to the nearest $10,000 to reflect the change in the 
Consumer Price Index for All Urban Consumers 
published by the Bureau of Labor Statistics’’; and 
(2) in paragraph (5)— 
(A) by striking ‘‘such amount as’’ and in-
serting: ‘‘such amount, in addition to the ad-
justment for inflation provided for under such 
paragraph (2)(A), as’’; and 
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(B) by striking ‘‘such amount, it’’ and in-
serting ‘‘such amount, in addition to the adjust-
ment for inflation provided for under such 
paragraph (2)(A), it’’. 
TITLE VI—DEVELOPING AND EM-
POWERING 
OUR 
ASPIRING 
LEADERS 
SEC. 2601. SHORT TITLE. 
This title may be cited as the ‘‘Developing and Em-
powering our Aspiring Leaders Act of 2023’’ or the 
‘‘DEAL Act of 2023’’. 
SEC. 2602. DEFINITIONS. 
Not later than the end of the 180-day period begin-
ning on the date of the enactment of this Act, the Securi-
ties and Exchange Commission shall, to the extent such 
revisions facilitate capital formation without compro-
mising investor protection— 
(1) revise the definition of a qualifying invest-
ment under paragraph (c) of section 275.203(l)–1 of 
title 17, Code of Federal Regulations— 
(A) to include an equity security issued by 
a qualifying portfolio company, whether ac-
quired directly from the company or in a sec-
ondary acquisition; and 
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(B) to specify that an investment in an-
other venture capital fund is a qualifying in-
vestment under such definition; and 
(2) revise paragraph (a) of such section to re-
quire, as a condition of a private fund qualifying as 
a venture capital fund under such paragraph, that 
the qualifying investments of the private fund are ei-
ther— 
(A) predominantly qualifying investments 
that were acquired directly from a qualifying 
portfolio company; or 
(B) predominantly qualifying investments 
in another venture capital fund or other venture 
capital funds. 
SEC. 2603. REPORTS. 
(a) GAO REPORT.—The Comptroller General of the 
United States shall issue a report to Congress on the risks 
and impacts of concentrated sectoral counterparty risk in 
the banking sector, in light of the failure of Silicon Valley 
Bank. 
(b) ADVOCATE FOR SMALL BUSINESS CAPITAL FOR-
MATION REPORT.—The Advocate for Small Business Cap-
ital Formation shall issue a report to Congress and the 
Securities and Exchange Commission— 
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(1) examining the access to banking services for 
venture funds and companies funded by venture cap-
ital, in light of the failure of Silicon Valley Bank, es-
pecially those funds and companies located outside 
of the established technology and venture capital 
hubs of California, Massachusetts, and New York; 
and 
(2) containing any policy recommendations of 
the Advocate. 
TITLE VII—HELPING ANGELS 
LEAD OUR STARTUPS 
SEC. 2701. SHORT TITLE. 
This title may be cited as the ‘‘Helping Angels Lead 
Our Startups Act of 2023’’ or the ‘‘HALOS Act of 2023’’. 
SEC. 2702. CLARIFICATION OF GENERAL SOLICITATION. 
(a) DEFINITIONS.—For purposes of this title and the 
revision of rules required under this title: 
(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-
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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 of its rules 
(17 CFR 230.500 et seq.) to require that in carrying out 
the prohibition against general solicitation or general ad-
vertising contained in section 230.502(c) of title 17, Code 
of Federal Regulations, the prohibition shall not apply to 
a presentation or other communication made by or on be-
half 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 
political subdivision of any State or territory, or 
any agency or public instrumentality of any of 
the foregoing; 
(B) a college, university, or other institu-
tion of higher education; 
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(C) a nonprofit organization; 
(D) an angel investor group; 
(E) a venture forum, venture capital asso-
ciation, or trade association; 
(F) an incubator; 
(G) an accelerator; or 
(H) any other group, person, or entity as 
the Securities and Exchange Commission may 
determine by rule; 
(2) where any advertising for the event does not 
reference any specific offering of securities by the 
issuer; 
(3) 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; 
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(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 
(4) 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. 
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(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. 2703. RESTRICTIONS ON NEW FILING REQUIREMENTS 
IN CONNECTION WITH A GENERAL SOLICITA-
TION. 
With respect to any offer or sale of a security under 
Regulation D (17 CFR 230.500 et seq.) that is exempt 
from the prohibition against general solicitation or general 
advertising contained in section 230.502(c) of title 17, 
Code of Federal Regulations, the Securities and Exchange 
Commission may not issue any rule that would apply addi-
tional filing requirements (including requirements to file 
information with the Commission before or after a general 
solicitation or general advertising) to a general solicitation 
or general advertising of such a security that were not in 
effect on the date of enactment of this Act. 
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