Sponsors (5)
The bill broadens middle-class access to private investments through a free, SEC-designed accreditation exam and aims to improve investor knowledge, but raises the risk of retail investor losses, could erode public-market protections, and creates new regulatory costs.
Middle-class and other individual investors can become accredited by passing a free, SEC-approved exam, expanding access to private investment opportunities and lowering cost barriers to certification.
Individual investors may be better protected and more informed because the SEC must design the exam to cover disclosures, financial statements, governance, and private-fund risks, improving investor education and decision-making.
Middle-class and other retail investors may be exposed to riskier, less liquid private offerings, suffer financial losses, and be actively solicited by issuers seeking newly certified retail investors.
The change could weaken protections tied to registered public markets by incentivizing issuers to route offerings to certified retail investors in private placements, reducing transparency and some investor safeguards.
The SEC and national securities associations will face compliance, development, and administrative costs to create, administer, and monitor the exam, potentially imposing costs on taxpayers or industry.
Based on analysis of 2 sections of legislative text.
Creates an SEC exam pathway so natural persons who pass and are certified qualify as accredited investors under Regulation D.
Creates a new, exam-based route for natural persons to qualify as “accredited investors” under SEC rules so they can participate in private securities offerings. The SEC must write the exam within 1 year and a registered national securities association must offer the exam free to the public no later than 180 days after the exam is established. The exam must test specified subject-matter competencies and be calibrated so a financially sophisticated person would be unlikely to fail. Once established, certification from passing the exam is included in the Regulation D definition of accredited investor.
Introduced May 13, 2025 by Mike Flood · Last progress July 22, 2025