Sponsors (2)
The bill makes it easier for startups and investor groups to connect with accredited investors and preserves certain safe harbors, boosting early-stage capital formation while raising investor exposure to risk and adding compliance and venue constraints for event organizers.
Startups and small businesses can present to accredited investors at qualifying in-person events without triggering the general-solicitation bar, increasing their access to early-stage capital and deal opportunities.
Angel investor groups, incubators, and nonprofit sponsors get clearer legal safe harbor to host vetted investor-issuer meetings, making organized deal-making, networking, and syndication easier.
Clarifying that mere attendance at an event does not create a 'pre-existing substantive relationship' helps issuers preserve the option to rely on Rule 506(b) safe harbor and avoid unintended accreditation consequences.
Accredited investors attending more presentations may be exposed to riskier or less-vetted offerings, increasing the likelihood of investor losses or fraud.
Event sponsors face compliance costs and potential legal risk (e.g., avoiding broker/dealer or adviser registration), which could reduce the number of hosted events or raise fees for organizers and attendees.
A narrowed definition of 'issuer' (excluding certain blank-check or shell entities) could unintentionally bar some legitimate restructuring or early-stage entities from the safe harbor, limiting access for those issuers.
Based on analysis of 2 sections of legislative text.
Directs the SEC to amend Regulation D to allow issuer presentations at approved angel/industry events without triggering the general solicitation ban, subject to sponsor and disclosure limits.
Official title: Require the Securities and Exchange Commission to revise rules relating to general solicitation or general advertising to allow for presentations or other communication made by or on behalf of an issuer at certain events, and for other purposes.
Introduced December 4, 2025 by John Peter Ricketts · Last progress December 4, 2025
Requires the SEC to amend Regulation D within six months to allow issuers to present and communicate with potential angel investors at certain qualifying events without violating the general solicitation ban; defines qualifying "angel investor group" and narrows the meaning of "issuer;" sets sponsor, venue, advertising, and conduct limits for events; and clarifies that attendance or presentations at qualifying events do not by themselves create a pre-existing substantive relationship for private offering rules. The bill directs the SEC to adopt rules that permit limited issuer communications at curated events (hosted by approved sponsors such as angel groups, incubators, colleges, nonprofits, and certain public entities), while imposing requirements to avoid broker/dealer or investment adviser triggers and to restrict the scope of offering information that may be shared.