I 
118TH CONGRESS 
1ST SESSION H. R. 2799 
To make reforms to the capital markets of the United States, and for 
other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 24, 2023 
Mr. MCHENRY introduced the following bill; which was referred to the Com-
mittee on Financial Services, and in addition to the Committee on Edu-
cation and the Workforce, for a period to be subsequently determined by 
the Speaker, in each case for consideration of such provisions as fall with-
in the jurisdiction of the committee concerned 
A BILL 
To make reforms to the capital markets of the United States, 
and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Expanding Access to Capital Act of 2023’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
DIVISION A—STRENGTHENING PUBLIC MARKETS 
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TITLE I—REMOVE ABERRATIONS IN THE MARKET CAP TEST FOR 
TARGET COMPANY FINANCIAL STATEMENTS 
Sec. 1101. Avoiding aberrational results in requirements for acquisition and 
disposition financial statements. 
TITLE II—IMPROVING DISCLOSURE FOR INVESTORS 
Sec. 1201. Short title. 
Sec. 1202. Electronic delivery. 
TITLE III—HELPING STARTUPS CONTINUE TO GROW 
Sec. 1301. Short title. 
Sec. 1302. Emerging growth company criteria. 
TITLE IV—SEC AND PCAOB AUDITOR REQUIREMENTS FOR 
NEWLY PUBLIC COMPANIES 
Sec. 1401. Auditor independence for certain past audits occurring before an 
issuer is a public company. 
TITLE V—EXPAND THE PROTECTION FOR RESEARCH REPORTS 
TO COVER ALL SECURITIES OF ALL ISSUERS 
Sec. 1501. Provision of research. 
TITLE VI—CODIFY MIFID NO ACTION LETTER 
Sec. 1601. Definition of investment adviser amended to exclude brokers and 
dealers compensated for certain research services. 
TITLE VII—EXCLUDE QIBS AND IAAS FROM THE RECORD 
HOLDER COUNT FOR MANDATORY REGISTRATION 
Sec. 1701. Exclusions from mandatory registration threshold. 
TITLE VIII—EXPAND WKSI ELIGIBILITY 
Sec. 1801. Definition of well-known seasoned issuer. 
TITLE IX—SMALLER REPORTING COMPANY, ACCELERATED 
FILER, AND LARGE ACCELERATED FILER THRESHOLDS 
Sec. 1901. Smaller reporting company, accelerated filer, and large accelerated 
filer thresholds. 
DIVISION B—HELPING SMALL BUSINESSES AND 
ENTREPRENEURS 
TITLE I—UNLOCKING CAPITAL FOR SMALL BUSINESSES 
Sec. 2101. Short title. 
Sec. 2102. Safe harbors for private placement brokers and finders. 
Sec. 2103. Limitations on State law. 
TITLE II—SMALL BUSINESS INVESTOR CAPITAL ACCESS 
Sec. 2201. Short title. 
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Sec. 2202. Inflation adjustment for the exemption threshold for certain invest-
ment advisers of private funds. 
TITLE III—IMPROVING CAPITAL ALLOCATION FOR NEWCOMERS 
Sec. 2301. Short title. 
Sec. 2302. Qualifying venture capital funds. 
TITLE IV—SMALL ENTREPRENEURS’ EMPOWERMENT AND 
DEVELOPMENT 
Sec. 2401. Short title. 
Sec. 2402. Micro-offering exemption. 
TITLE V—REGULATION A+ IMPROVEMENT 
Sec. 2501. Short title. 
Sec. 2502. JOBS Act-related exemption. 
TITLE VI—DEVELOPING AND EMPOWERING OUR ASPIRING 
LEADERS 
Sec. 2601. Short title. 
Sec. 2602. Definitions. 
Sec. 2603. Reports. 
TITLE VII—HELPING ANGELS LEAD OUR STARTUPS 
Sec. 2701. Short title. 
Sec. 2702. Clarification of general solicitation. 
Sec. 2703. Restrictions on new filing requirements in connection with a general 
solicitation. 
TITLE VIII—IMPROVING CROWDFUNDING OPPORTUNITIES 
Sec. 2801. Short title. 
Sec. 2802. Crowdfunding revisions. 
TITLE IX—RESTORING THE SECONDARY TRADING MARKET 
Sec. 2901. Short title. 
Sec. 2902. Exemption from State regulation. 
DIVISION C—INCREASING ACCESS TO PRIVATE MARKETS 
TITLE I—GIG WORKER EQUITY COMPENSATION 
Sec. 3101. Short title. 
Sec. 3102. Extension of Rule 701. 
Sec. 3103. Preemption of certain provisions of State law. 
Sec. 3104. GAO study. 
TITLE II—INVESTMENT OPPORTUNITY EXPANSION 
Sec. 3201. Short title. 
Sec. 3202. Investment thresholds to qualify as an accredited investor. 
TITLE III—RISK DISCLOSURE AND INVESTOR ATTESTATION 
Sec. 3301. Short title. 
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Sec. 3302. Investor attestation. 
TITLE IV—INCREASING INVESTOR OPPORTUNITIES 
Sec. 3401. Short title. 
Sec. 3402. Closed-end company authority to invest in private funds. 
TITLE V—ACCREDITED INVESTORS INCLUDE INDIVIDUALS 
RECEIVING ADVICE FROM CERTAIN PROFESSIONALS 
Sec. 3501. Accredited investors include individuals receiving advice from certain 
professionals. 
TITLE VI—RETIREMENT FAIRNESS FOR CHARITIES AND 
EDUCATIONAL INSTITUTIONS 
Sec. 3601. Short title. 
Sec. 3602. Enhancement of 403(b) plans. 
DIVISION A—STRENGTHENING 
PUBLIC MARKETS 
TITLE I—REMOVE ABERRATIONS 
IN THE MARKET CAP TEST 
FOR TARGET COMPANY FI-
NANCIAL STATEMENTS 
SEC. 1101. AVOIDING ABERRATIONAL RESULTS IN RE-
QUIREMENTS FOR ACQUISITION AND DIS-
POSITION FINANCIAL STATEMENTS. 
The Securities and Exchange Commission shall revise 
section 210.1–02(w)(1)(i)(A) of title 17, Code of Federal 
Regulations, to permit a registrant, in determining the 
significance of an acquisition or disposition described in 
such section 210.1–02(w)(1)(i)(A), to calculate the reg-
istrant’s aggregate worldwide market value based on the 
applicable trading value, conversion value, or exchange 
value of all of the registrant’s outstanding classes of stock 
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(5) Require measures reasonably designed to 
identify and remediate failed electronic deliveries of 
regulatory documents. 
(6) Set forth minimum requirements regarding 
readability and retainability for regulatory docu-
ments that are delivered electronically. 
(7) For covered entities other than brokers, 
dealers, investment advisers registered with the 
Commission, and investment companies, require 
measures reasonably designed to ensure the con-
fidentiality of personal information in regulatory 
documents that are delivered to investors electroni-
cally. 
(c) EXEMPTION FROM CERTAIN REQUIREMENTS.— 
Section 101(c) of the Electronic Signatures in Global and 
National Commerce Act (15 U.S.C. 7001(c)) shall not 
apply with respect to a regulatory document delivered in 
accordance with this section. 
(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion shall be construed as altering the substance or timing 
of any regulatory document obligation under the securities 
laws or regulations of a self-regulatory organization. 
(e) TREATMENT OF REVISIONS NOT COMPLETED IN 
A TIMELY MANNER.—If the Commission fails to finalize 
the rules, regulations, amendments, or interpretations re-
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quired under subsection (a) before the date specified in 
such subsection— 
(1) a covered entity may deliver regulatory doc-
uments using electronic delivery in accordance with 
subsections (b) through (d); and 
(2) such electronic delivery shall be deemed to 
satisfy the obligation of the covered entity to deliver 
regulatory documents required under the securities 
laws. 
(f) OTHER ACTION.— 
(1) REVIEW
OF
RULES.—The Commission 
shall— 
(A) within 180 days of the date of enact-
ment of this Act, conduct a review of the rules 
and regulations of the Commission to determine 
whether any such rules or regulations require 
delivery of written documents to investors; and 
(B) within 1 year of the date of enactment 
of this Act, promulgate amendments to such 
rules or regulations to provide that any require-
ment to deliver a regulatory document ‘‘in writ-
ing’’ may be satisfied by electronic delivery. 
(2) ACTIONS BY SELF-REGULATORY ORGANIZA-
TIONS.—Each 
self-regulatory 
organization 
shall 
adopt rules and regulations, or amend the rules and 
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regulations of the self-regulatory organization, con-
sistent with this Act and consistent with rules, regu-
lations, amendments, or interpretations finalized by 
the Commission pursuant to subsection (a). 
(3) RULE
OF
APPLICATION.—This subsection 
shall not apply to a rule or regulation issued pursu-
ant to a Federal statute if that Federal statute spe-
cifically requires delivery of written documents to in-
vestors. 
(g) DEFINITIONS.—In this section: 
(1) COMMISSION.—The term ‘‘Commission’’ 
means the Securities and Exchange Commission. 
(2) COVERED ENTITY.—The term ‘‘covered en-
tity’’ means— 
(A) an investment company (as defined in 
section 3(a)(1) of the Investment Company Act 
of 1940 (15 U.S.C. 80a–3)) that is registered 
under such Act; 
(B) a business development company (as 
defined in section 2(a) the Investment Company 
Act of 1940 (15 U.S.C. 80a–2(a))) that has 
elected to be regulated as such under such Act; 
(C) a registered broker or dealer (as de-
fined in section 3(a)(4) and section 3(a)(5) of 
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the Securities Exchange Act of 1934) (15 
U.S.C. 78c(a)(4) & 78c(a)(5)); 
(D) a registered municipal securities dealer 
(as defined in section 3(a)(30) of the Securities 
Exchange Act of 1934) (15 U.S.C. 78c(a)(30)); 
(E) a registered government securities 
broker or government securities dealer (as de-
fined in section 3(a)(43) and section 3(a)(44) of 
the Securities Exchange Act of 1934) (15 
U.S.C. 78c(a)(43) & 78c(a)(44)); 
(F) a registered investment adviser (as de-
fined in section 202(a)(11) of the Investment 
Advisers Act of 1940) (15 U.S.C. 80b–1); 
(G) a registered transfer agent (as defined 
in section 3(a)(25) of the Securities Exchange 
Act of 1934) (15 U.S.C. 78c(a)); or 
(H) a registered funding portal (as defined 
in section 3(a)(81) of the Securities Exchange 
Act of 1934) (15 U.S.C. 78c(a)). 
(3) ELECTRONIC DELIVERY.—The term ‘‘elec-
tronic delivery’’, with respect to regulatory docu-
ments, includes— 
(A) the direct delivery of such regulatory 
document to an electronic address of an inves-
tor; 
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(B) the posting of such regulatory docu-
ment to a website and direct electronic delivery 
of an appropriate notice of the availability of 
the regulatory document to the investor; and 
(C) an electronic method reasonably de-
signed to ensure receipt of such regulatory doc-
ument by the investor. 
(4) 
REGULATORY
DOCUMENTS.—The 
term 
‘‘regulatory documents’’ includes— 
(A) prospectuses meeting the requirements 
of section 10(a) of the Securities Act of 1933 
(15 U.S.C. 77j); 
(B) summary prospectuses meeting the re-
quirements of— 
(i) section 230.498 of title 17, Code of 
Federal Regulations; or 
(ii) section 230.498A of title 17, Code 
of Federal Regulations; 
(C) statements of additional information, 
as described under section 270.30e–3(h)(3) of 
title 17, Code of Federal Regulations; 
(D) annual and semi-annual reports to in-
vestors meeting the requirements of section 
30(e) of the Investment Company Act of 1940 
(15 U.S.C. 80a–29(e)); 
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(E) notices meeting the requirements 
under section 270.19a–1 of title 17, Code of 
Federal Regulations; 
(F) confirmations and account statements 
meeting 
the 
requirements 
under 
section 
240.10b–10 of title 17, Code of Federal Regula-
tions; 
(G) proxy statements meeting the require-
ments under section 240.14a–3 of title 17, 
Code of Federal Regulations; 
(H) privacy notices meeting the require-
ments of Regulation S–P under subpart A of 
part 248 of title 17, Code of Federal Regula-
tions; 
(I) affiliate marketing notices meeting the 
requirements of Regulation S–AM under sub-
part B of part 248 of title 17, Code of Federal 
Regulations; and 
(J) all other regulatory documents re-
quired to be delivered by covered entities to in-
vestors under the securities laws and the rules 
and regulations of the Commission and the self- 
regulatory organizations. 
(5) SECURITIES LAWS.—The term ‘‘securities 
laws’’ has the meaning given the term in section 
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