IB 
Union Calendar No. 112 
118TH CONGRESS 
1ST SESSION H. R. 2799 
[Report No. 118–143, Part I] 
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 
JULY 17, 2023 
Reported from the Committee on Financial Services with an amendment 
[Strike out all after the enacting clause and insert the part printed in italic] 
JULY 17, 2023 
Committee on Education and the Workforce discharged; committed to the 
Committee of the Whole House on the State of the Union and ordered 
to be printed 
[For text of introduced bill, see copy of bill as introduced on April 24, 2023] 
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A BILL 
To make reforms to the capital markets of the United States, 
and for other purposes. 
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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 ‘‘Ex-
panding 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 
TITLE I—REMOVE ABERRATIONS IN THE MARKET CAP TEST FOR 
TARGET COMPANY FINANCIAL STATEMENTS 
Sec. 1101. Avoiding aberrational results in requirements for acquisition and dis-
position financial statements. 
TITLE II—HELPING STARTUPS CONTINUE TO GROW 
Sec. 1201. Short title. 
Sec. 1202. Emerging growth company criteria. 
TITLE III—SEC AND PCAOB AUDITOR REQUIREMENTS FOR NEWLY 
PUBLIC COMPANIES 
Sec. 1301. Auditor independence for certain past audits occurring before an 
issuer is a public company. 
TITLE IV—EXPAND THE PROTECTION FOR RESEARCH REPORTS TO 
COVER ALL SECURITIES OF ALL ISSUERS 
Sec. 1401. Provision of research. 
TITLE V—EXCLUDE QIBS AND IAAS FROM THE RECORD HOLDER 
COUNT FOR MANDATORY REGISTRATION 
Sec. 1501. Exclusions from mandatory registration threshold. 
TITLE VI—EXPAND WKSI ELIGIBILITY 
Sec. 1601. Definition of well-known seasoned issuer. 
TITLE VII—SMALLER REPORTING COMPANY, ACCELERATED FILER, 
AND LARGE ACCELERATED FILER THRESHOLDS 
Sec. 1701. Smaller reporting company, accelerated filer, and large accelerated 
filer thresholds. 
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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. 
Sec. 2202. Inflation adjustment for the exemption threshold for certain investment 
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—IMPROVING CROWDFUNDING OPPORTUNITIES 
Sec. 2701. Short title. 
Sec. 2702. Crowdfunding revisions. 
TITLE VIII—RESTORING THE SECONDARY TRADING MARKET 
Sec. 2801. Short title. 
Sec. 2802. 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. 
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TITLE III—RISK DISCLOSURE AND INVESTOR ATTESTATION 
Sec. 3301. Short title. 
Sec. 3302. Investor attestation. 
TITLE IV—ACCREDITED INVESTORS INCLUDE INDIVIDUALS 
RECEIVING ADVICE FROM CERTAIN PROFESSIONALS 
Sec. 3401. Accredited investors include individuals receiving advice from certain 
professionals. 
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 REQUIRE-
MENTS FOR ACQUISITION AND DISPOSITION 
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 sig-
nificance of an acquisition or disposition described in such 
section 210.1–02(w)(1)(i)(A), to calculate the registrant’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 (including 
preferred stock and non-traded common shares that are con-
vertible into or exchangeable for traded common shares) and 
not just the voting and non-voting common equity of the 
registrant. 
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TITLE II—HELPING STARTUPS 
CONTINUE TO GROW 
SEC. 1201. SHORT TITLE. 
This title may be cited as the ‘‘Helping Startups Con-
tinue To Grow Act’’. 
SEC. 1202. 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’’; 
(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)— 
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Public Accountants applicable to certified public ac-
countants in United States; or 
‘‘(2) with respect to a foreign issuer, the auditor 
is independent under comparable standards applica-
ble to certified public accountants in the issuer’s home 
country.’’. 
TITLE IV—EXPAND THE PROTEC-
TION 
FOR 
RESEARCH 
RE-
PORTS TO COVER ALL SECU-
RITIES OF ALL ISSUERS 
SEC. 1401. 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’’. 
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TITLE V—EXCLUDE QIBS AND 
IAAS 
FROM 
THE 
RECORD 
HOLDER COUNT FOR MANDA-
TORY REGISTRATION 
SEC. 1501. 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 in-
stitutional buyer or an institutional accredited inves-
tor)’’; and 
(2) in subparagraph (B), by inserting after ‘‘per-
sons’’ the following: ‘‘(that are not a qualified institu-
tional buyer or an institutional accredited investor)’’. 
(b) NONAPPLICABILITY OF GENERAL EXEMPTIVE AU-
THORITY.—Section 36 of the Securities Exchange Act of 
1934 (15 U.S.C. 78mm) shall not apply to the matter in-
serted by the amendments made by subsection (a). 
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TITLE VI—EXPAND WKSI 
ELIGIBILITY 
SEC. 
1601. 
DEFINITION 
OF 
WELL-KNOWN 
SEASONED 
ISSUER. 
For purposes of the Federal securities laws, and regu-
lations 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 determined 
under Form S–3 general instruction I.B.1. as in ef-
fect on the date of enactment of this Act); and 
(2) the issuer otherwise satisfies the requirements 
of the definition of ‘‘well-known seasoned issuer’’ con-
tained in section 230.405 of title 17, Code of Federal 
Regulations without reference to any requirement in 
such definition relating to minimum worldwide mar-
ket value of outstanding voting and non-voting com-
mon equity held by non-affiliates. 
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TITLE 
VII—SMALLER 
REPORT-
ING COMPANY, ACCELERATED 
FILER, AND LARGE ACCELER-
ATED FILER THRESHOLDS 
SEC. 1701. SMALLER REPORTING COMPANY, ACCELERATED 
FILER, 
AND 
LARGE 
ACCELERATED 
FILER 
THRESHOLDS. 
(a) SMALLER REPORTING COMPANIES.— 
(1) IN GENERAL.—The Securities and Exchange 
Commission shall revise the definition of a ‘‘smaller 
reporting company’’ under section 229.10(f)(1) of title 
17, Code of Federal Regulations— 
(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 AN-
NUAL
REVENUES.—The Securities and Exchange 
Commission shall revise paragraphs (1)(ii) and 
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(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 reve-
nues’’. 
(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 Regula-
tions, 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 ACCELERATED 
FILERS.— 
(1) LARGE ACCELERATED FILER.—The Securi-
ties and Exchange Commission shall revise the defini-
tion of a ‘‘large accelerated filer’’ under section 
240.12b–2(2) 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) 
from $700,000,000 to $750,000,000. 
(2) THRESHOLD TO EXIT ACCELERATED FILER 
STATUS.—The Securities and Exchange Commission 
shall revise section 240.12b–2(3)(ii) of title 17, Code 
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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 market 
value of the voting and non-voting common equity 
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 COMPA-
NIES.—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 Fed-
eral Regulations, respectively, to exclude any issuer 
that is a smaller reporting company, as defined under 
section 229.10(f)(1) of title 17, Code of Federal Regu-
lations. 
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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 HARBOR.— 
‘‘(1) REGISTRATION REQUIREMENTS.—Not later 
than 180 days after the date of the enactment of this 
subsection the Commission shall promulgate regula-
tions 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 enactment 
of this subsection the Commission shall promulgate 
regulations that require the rules of any national se-
curities association to allow a private placement 
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broker to become a member of such national securities 
association subject to reduced membership require-
ments consistent with this subsection. 
‘‘(3) DISCLOSURES REQUIRED.—Before effecting 
a transaction, a private placement broker shall dis-
close 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 private 
placement broker in connection with such trans-
action; 
‘‘(C) the person to whom any such payment 
is made; and 
‘‘(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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‘‘(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 re-
ceived— 
‘‘(i) does not handle or take possession 
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 paragraphs 
(A) and (B) of subsection (p)(4) that— 
‘‘(A) receives transaction-based compensa-
tion of equal to or less than $500,000 in any cal-
endar 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 $15,000,000 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 $30,000,000 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 PRI-
VATE 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 reasonable 
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 
15(p)(4) is not a broker for the purposes of this 
Act.’’. 
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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 rec-
ordkeeping, or reporting requirements on a pri-
vate placement broker or finder than those that 
are required under subsections (p) and (q), re-
spectively. 
‘‘(B) DEFINITION OF STATE.—For purposes 
of this paragraph, the term ‘State’ includes the 
District of Columbia and each territory of the 
United States.’’; and 
(3) in paragraph (4), as so redesignated, by 
striking ‘‘paragraph (3)’’ and inserting ‘‘paragraph 
(5)’’. 
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TITLE II—SMALL BUSINESS 
INVESTOR CAPITAL ACCESS 
SEC. 2201. SHORT TITLE. 
This title may be cited as the ‘‘Small Business Investor 
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 Commission 
shall adjust the dollar amount described under para-
graph (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 Pri-
vate Fund Investment Advisers Registration Act 
of 2010 and the date of enactment of this para-
graph; and 
‘‘(B) annually thereafter, to reflect the 
change in the Consumer Price Index for All 
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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 Allo-
cation 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’’. 
SEC. 2402. MICRO-OFFERING EXEMPTION. 
(a) IN GENERAL.—Section 4 of the Securities Act of 
1933 (15 U.S.C. 77d) is amended— 
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(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 aggre-
gate amount of all securities sold by the issuer, including 
any amount sold in reliance on the exemption provided 
under subsection (a)(8), during the 12-month period pre-
ceding 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 Securities and 
Exchange Commission shall, by rule, establish dis-
qualification 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 re-
quired by this subsection shall— 
(A) be substantially similar to the provi-
sions of section 230.506(d) of title 17, Code of 
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Federal Regulations (or any successor thereto); 
and 
(B) disqualify any offering or sale of securi-
ties 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 regu-
lator; 
(bb) engaging in the business 
of securities, insurance, or bank-
ing; 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 regulation 
that prohibits fraudulent, manipula-
tive, or deceptive conduct, if such final 
order was issued within the previous 
10-year period; or 
(ii) has been convicted of any felony or 
misdemeanor in connection with the pur-
chase or sale of any security or involving 
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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 func-
tions); 
(B) a State authority that supervises or ex-
amines banks, savings associations, or credit 
unions; 
(C) a State insurance commission (or an 
agency or officer of a State performing like func-
tions); 
(D) a Federal banking agency (as defined 
under section 3 of the Federal Deposit Insurance 
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— 
(1) in subparagraph (F), by striking ‘‘or’’ at the 
end; 
(2) in subparagraph (G), by striking the period 
and inserting ‘‘; or’’; and 
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(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, adjusted 
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 adjust-
ment for inflation provided for under such para-
graph (2)(A), as’’; and 
(B) by striking ‘‘such amount, it’’ and in-
serting ‘‘such amount, in addition to the adjust-
ment for inflation provided for under such para-
graph (2)(A), it’’. 
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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 beginning 
on the date of the enactment of this Act, the Securities and 
Exchange Commission shall, to the extent such revisions fa-
cilitate capital formation without compromising 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 
(B) to specify that an investment in another 
venture capital fund is a qualifying investment 
under such definition; and 
(2) revise paragraph (a) of such section to re-
quire, as a condition of a private fund qualifying as 
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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 FORMA-
TION REPORT.—The Advocate for Small Business Capital 
Formation shall issue a report to Congress and the Securi-
ties and Exchange Commission— 
(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 
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(2) containing any policy recommendations of 
the Advocate. 
TITLE 
VII—IMPROVING 
CROWDFUNDING OPPORTUNI-
TIES 
SEC. 2701. SHORT TITLE. 
This 
title 
may 
be 
cited 
as 
the 
‘‘Improving 
Crowdfunding Opportunities Act’’. 
SEC. 2702. CROWDFUNDING REVISIONS. 
(a) EXEMPTION FROM STATE REGULATION.—Section 
18(b)(4)(A) of the Securities Act of 1933 (15 U.S.C. 
77r(b)(4)(A)) is amended by striking ‘‘pursuant to section’’ 
and all that follows through the semicolon at the end and 
inserting the following: ‘‘pursuant to— 
‘‘(i) section 13 or 15(d) of the Securi-
ties Exchange Act of 1934 (15 U.S.C. 78m, 
78o(d)); or 
‘‘(ii) section 4A(b) or any regulation 
issued under that section;’’. 
(b) LIABILITY FOR MATERIAL MISSTATEMENTS AND 
OMISSIONS.—Section 4A(c) of the Securities Act of 1933 
(15 U.S.C. 77d–1(c)) is amended— 
(1) by redesignating paragraph (3) as para-
graph (4); and 
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(2) by inserting after paragraph (2) the fol-
lowing: 
‘‘(3) LIABILITY OF FUNDING PORTALS.—For the 
purposes of this subsection, a funding portal, as that 
term is defined in section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)), shall not be 
considered to be an issuer unless, in connection with 
the offer or sale of a security, the funding portal 
knowingly— 
‘‘(A) makes any untrue statement of a ma-
terial fact or omits to state a material fact in 
order to make the statements made, in light of 
the circumstances under which they are made, 
not misleading; or 
‘‘(B) engages in any act, practice, or course 
of business which operates or would operate as a 
fraud or deceit upon any person.’’. 
(c) APPLICABILITY OF BANK SECRECY ACT REQUIRE-
MENTS.— 
(1) SECURITIES ACT OF 1933.—Section 4A(a) of 
the Securities Act of 1933 (15 U.S.C. 77d–1(a)) is 
amended— 
(A) in paragraph (11), by striking ‘‘and’’ 
at the end; 
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(B) in paragraph (12), by striking the pe-
riod at the end and inserting ‘‘; and’’; and 
(C) by adding at the end the following: 
‘‘(13) not be subject to the recordkeeping and re-
porting requirements relating to monetary instru-
ments under subchapter II of chapter 53 of title 31, 
United States Code.’’. 
(2) TITLE 31, UNITED STATES CODE.—Section 
5312 of title 31, United States Code, is amended by 
striking subsection (c) and inserting the following: 
‘‘(c) ADDITIONAL CLARIFICATION.—The term ‘finan-
cial institution’ (as defined in subsection (a))— 
‘‘(1) includes any futures commission merchant, 
commodity trading advisor, or commodity pool oper-
ator registered, or required to register, under the 
Commodity Exchange Act (7 U.S.C. 1 et seq.); and 
‘‘(2) does not include a funding portal, as that 
term is defined in section 3(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78c(a)).’’. 
(d) PROVISION OF IMPERSONAL INVESTMENT ADVICE 
AND RECOMMENDATIONS.—Section 3(a) of the Securities 
Exchange Act of 1934 (15 U.S.C. 78c(a)) is amended— 
(1) by redesignating the second paragraph (80) 
(relating to funding portals) as paragraph (81); and 
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(2) in paragraph (81)(A), as so redesignated, by 
inserting after ‘‘recommendations’’ the following: 
‘‘(other than by providing impersonal investment ad-
vice by means of written material, or an oral state-
ment, that does not purport to meet the objectives or 
needs of a specific individual or account)’’. 
(e) TARGET AMOUNTS OF CERTAIN EXEMPTED OFFER-
INGS.—The Securities and Exchange Commission shall 
amend paragraph (t)(1) of section 227.201 of title 17, Code 
of Federal Regulations so that such paragraph applies with 
respect to an issuer offering or selling securities in reliance 
on section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 
77d(a)(6)) if— 
(1) the offerings of such issuer, together with all 
other amounts sold under such section 4(a)(6) within 
the preceding 12-month period, have, in the aggregate, 
a target amount of more than $124,000 but not more 
than $250,000; 
(2) the financial statements of such issuer that 
have either been reviewed or audited by a public ac-
countant that is independent of the issuer are un-
available at the time of filing; and 
(3) such issuer provides a statement that finan-
cial information certified by the principal executive 
officer of the issuer has been provided instead of fi-
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nancial statements reviewed by a public accountant 
that is independent of the issuer. 
(f) EXEMPTION AVAILABLE TO INVESTMENT COMPA-
NIES.—Section 4A(f) of the Securities Act of 1933 (15 
U.S.C. 77d–1(f)) is amended— 
(1) in paragraph (2), by inserting ‘‘or’’ after the 
semicolon; 
(2) by striking paragraph (3); and 
(3) by redesignating paragraph (4) as para-
graph (3). 
(g) NON-ACCREDITED INVESTOR REQUIREMENTS.— 
Section 4(a)(6) of the Securities Act of 1933 (15 U.S.C. 
77d(a)(6))) is amended— 
(1) 
in 
subparagraph 
(A), 
by 
striking 
‘‘$1,000,000’’ and inserting ‘‘$10,000,000’’; and 
(2) in subparagraph (B), by striking ‘‘does not 
exceed’’ and all that follows through ‘‘more than 
$100,000’’ and inserting ‘‘does not exceed 10 percent 
of the annual income or net worth of such investor’’. 
(h) TECHNICAL CORRECTION.—The Securities Act of 
1933 (15 U.S.C. 77a et seq.) is amended— 
(1) by striking the term ‘‘section 4(6)’’ each place 
such term appears and inserting ‘‘section 4(a)(6)’’; 
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(2) by striking the term ‘‘section 4(6)(B)’’ each 
place such term appears and inserting ‘‘section 
4(a)(6)(B)’’; and 
(3) in section 4A(f), by striking ‘‘Section 4(6)’’ 
and inserting ‘‘Section 4(a)(6)’’. 
TITLE VIII—RESTORING THE 
SECONDARY TRADING MARKET 
SEC. 2801. SHORT TITLE. 
This title may be cited as the ‘‘Restoring the Secondary 
Trading Market Act’’. 
SEC. 2802. EXEMPTION FROM STATE REGULATION. 
Section 18(a) of the Securities Act of 1933 (15 U.S.C. 
77r(a)) is amended— 
(1) in paragraph (2), by striking ‘‘or’’ at the 
end; 
(2) in paragraph (3), by striking the period at 
the end and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(4) shall directly or indirectly prohibit, limit, 
or impose any conditions upon the off-exchange sec-
ondary trading (as such term is defined by the Com-
mission) in securities of an issuer that makes current 
information publicly available, including— 
‘‘(A) the information required in the peri-
odic and current reports described under para-
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graph (b) of section 230.257 of title 17, Code of 
Federal Regulations; or 
‘‘(B) the documents and information re-
quired with respect to Tier 2 offerings, as defined 
in section 230.251(a) of title 17, Code of Federal 
Regulations.’’. 
DIVISION C—INCREASING 
ACCESS TO PRIVATE MARKETS 
TITLE I—GIG WORKER EQUITY 
COMPENSATION 
SEC. 3101. SHORT TITLE. 
This title may be cited as the ‘‘Gig Worker Equity 
Compensation Act’’. 
SEC. 3102. EXTENSION OF RULE 701. 
(a) IN GENERAL.—The exemption provided under sec-
tion 230.701 of title 17, Code of Federal Regulations, shall 
apply to individuals (other than employees) providing 
goods for sale, labor, or services for remuneration to either 
an issuer or to customers of an issuer to the same extent 
as such exemptions apply to employees of the issuer. For 
purposes of the previous sentence, the term ‘‘customers’’ 
may, at the election of an issuer, include users of the issuer’s 
platform. 
(b) ADJUSTMENT FOR INFLATION.—The Securities and 
Exchange Commission shall annually adjust the dollar fig-
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ure under section 230.701(e) of title 17, Code of Federal 
Regulations, to reflect the percentage change in the Con-
sumer Price Index for All Urban Consumers published by 
the Bureau of Labor Statistics of the Department of Labor. 
(c) RULEMAKING.—The Securities and Exchange Com-
mission— 
(1) shall revise section 230.701 of title 17, Code 
of Federal Regulations, to reflect the requirements of 
this section; and 
(2) may not revise such section 230.701 in any 
manner that would have the effect of restricting access 
to equity compensation for employees or individuals 
described under subsection (a). 
SEC. 3103. PREEMPTION OF CERTAIN PROVISIONS OF 
STATE LAW. 
Any provision of a State law with respect to wage 
rates or benefits that creates a presumption that an indi-
vidual providing goods for sale, labor, or services for remu-
neration for a person is an employee of such person under 
such law is preempted. 
SEC. 3104. GAO STUDY. 
Not later than the end of the 3-year period beginning 
on the date of enactment of this Act, the Comptroller Gen-
eral of the United States shall carry out a study on the 
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effects of this title and submit a report on such study to 
the Congress. 
TITLE II—INVESTMENT 
OPPORTUNITY EXPANSION 
SEC. 3201. SHORT TITLE. 
This title may be cited as the ‘‘Investment Opportunity 
Expansion Act’’. 
SEC. 3202. INVESTMENT THRESHOLDS TO QUALIFY AS AN 
ACCREDITED INVESTOR. 
Section 2(a)(15) of the Securities Act of 1933 (15 
U.S.C. 77b(a)(15)) is amended— 
(1) by striking ‘‘(15) The term ‘accredited inves-
tor’ shall mean—’’ and inserting the following: 
‘‘(15) ACCREDITED INVESTOR.— 
‘‘(A) IN
GENERAL.—The term ‘accredited 
investor’ means—’’; 
(2) in clause (i), by striking ‘‘or’’ at the end; 
(3) in clause (ii), by striking the period at the 
end and inserting a semicolon; and 
(4) by adding at the end the following: 
‘‘(iii) with respect to a proposed trans-
action, any individual whose aggregate in-
vestment, at the completion of such trans-
action, in securities with respect to which 
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there has not been a public offering is not 
more than 10 percent of the greater of— 
‘‘(I) the net assets of the indi-
vidual; or 
‘‘(II) the annual income of the in-
dividual;’’. 
TITLE III—RISK DISCLOSURE 
AND INVESTOR ATTESTATION 
SEC. 3301. SHORT TITLE. 
This title may be cited as the ‘‘Risk Disclosure and 
Investor Attestation Act’’. 
SEC. 3302. INVESTOR ATTESTATION. 
(a) IN GENERAL.—Section 2(a)(15) of the Securities 
Act of 1933 (15 U.S.C. 77b(a)(15)), as amended by section 
3202, is further amended by adding at the end the fol-
lowing: 
‘‘(iv) with respect to an issuer, any in-
dividual that has attested to the issuer that 
the individual understands the risks of in-
vestment in private issuers, using such form 
as the Commission shall establish, by rule, 
but which form may not be longer than 2 
pages in length; or’’. 
(b) RULEMAKING.—Not later than the end of the 1- 
year period beginning on the date of enactment of this Act, 
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the Securities and Exchange Commission shall issue rules 
to carry out the amendments made by subsection (a), in-
cluding establishing the form required under such amend-
ments. 
TITLE IV—ACCREDITED INVES-
TORS INCLUDE INDIVIDUALS 
RECEIVING 
ADVICE 
FROM 
CERTAIN PROFESSIONALS 
SEC. 3401. ACCREDITED INVESTORS INCLUDE INDIVIDUALS 
RECEIVING ADVICE FROM CERTAIN PROFES-
SIONALS. 
(a) SECURITIES ACT OF 1933.—Section 2(a)(15) of the 
Securities Act of 1933 (15 U.S.C. 77b(a)(15)), as amended 
by sections 3202 and 3302, is further amended by adding 
at the end the following: 
‘‘(v) any individual receiving individ-
ualized investment advice or individualized 
investment recommendations with respect to 
the applicable transaction from an indi-
vidual 
described 
under 
section 
203.501(a)(10) of title 17, Code of Federal 
Regulations. 
‘‘(B) 
DEFINITIONS.—In 
subparagraph 
(A)(v): 
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‘‘(i) INVESTMENT
ADVICE.—The term 
‘investment advice’ shall be interpreted con-
sistently with the interpretation of the 
phrase ‘engages in the business of advising 
others, either directly or through publica-
tions or writings, as to the value of securi-
ties or as to the advisability of investing in, 
purchasing, or selling securities’ under sec-
tion 202(a)(11) of the Investment Advisers 
Act of 1940 (15 U.S.C. 80b–2(a)(11)). 
‘‘(ii) 
INVESTMENT
RECOMMENDA-
TION.—The term ‘investment recommenda-
tion’ shall be interpreted consistently with 
the interpretation of the term ‘recommenda-
tion’ under section 240.15l-1 of title 17, 
Code of Federal Regulations.’’. 
(b) CONFORMING CHANGES TO REGULATIONS.—The 
Securities and Exchange Commission shall revise section 
203.501(a) of title 17, Code of Federal Regulations, and any 
other definition of ‘‘accredited investor’’ in a rule of the 
Commission in the same manner as such definition is re-
vised under subsection (a). 
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Union Calendar No. 112 
118TH CONGRESS 
1ST SESSION 
H. R. 2799 
[Report No. 118–143, Part I] 
A BILL 
To make reforms to the capital markets of the 
United States, and for other purposes. 
JULY 17, 2023 
Reported from the Committee on Financial Services with 
an amendment 
JULY 17, 2023 
Committee on Education and the Workforce discharged; 
committed to the Committee of the Whole House on 
the State of the Union and ordered to be printed 
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