A BILL 
To require the Securities and Exchange Commission to revise 
rules relating to general solicitation or general adver-
tising 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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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Helping Angels Lead 
Our Startups Act of 2025’’ or the ‘‘HALOS Act of 2025’’. 
SEC. 2. CLARIFICATION OF GENERAL SOLICITATION. 
(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 investment 
decisions, either individually or among the mem-
bership 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 receiver-
ship, 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 Exchange 
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Commission shall revise Regulation D (17 CFR 230.500 et 
seq.) to require that in carrying out the prohibition against 
general solicitation or general advertising contained in sec-
tion 230.502(c) of title 17, Code of Federal Regulations, the 
prohibition shall not apply to a presentation or other com-
munication 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 public 
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 asso-
ciation created solely for the purpose of spon-
soring an event described under this subsection; 
or 
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(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 recommenda-
tions 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 nego-
tiations between such parties; 
(E) makes readily available to attendees a 
disclosure not longer than one page in length, as 
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prescribed by the Securities and Exchange Com-
mission, describing the nature of the event and 
the risks of investing in the issuers presenting at 
the event; and 
(F) does not receive any compensation with 
respect to such event that would require registra-
tion of the sponsor as a broker or a dealer under 
the Securities Exchange Act of 1934, or as an in-
vestment advisor under the Investment 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 offer-
ing 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 offer-
ing. 
(c) RULE OF CONSTRUCTION.—Subsection (b) may 
only be construed as requiring the Securities and Exchange 
Commission to amend the requirements of Regulation D 
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