Sponsors (2)
The bill broadens in-person fundraising access and provides regulatory clarity for event hosts—helping startups reach accredited capital—while increasing investor exposure to risky offerings and imposing compliance and venue constraints on organizers.
Startups and small businesses can present at qualifying investor events without triggering the general-solicitation ban, expanding access to accredited capital for early-stage firms.
Angel investor groups, incubators, and event hosts get clearer regulatory safe-harbor and clarification that mere attendance does not create a 'pre-existing substantive relationship,' helping organizers run vetted issuer-investor meetings and preserving issuers' ability to rely on Rule 506(b).
Attendees receive a standardized one‑page disclosure describing event risks and the nature of presenting issuers, improving investor information and transparency at these events.
Accredited investors attending more in-person presentations face increased exposure to risky or less-vetted offerings, raising the chance of fraud or investment losses.
Event sponsors and hosts face added compliance costs and legal risk as they seek to avoid broker/dealer or investment-adviser registration, which could reduce the number of events or raise fees for organizers and attendees.
Narrowing the definition of eligible issuers (e.g., excluding blank-check or shell companies) may unintentionally block some legitimate restructuring vehicles or very early entities from using the safe harbor.
Based on analysis of 2 sections of legislative text.
Directs the SEC to amend Regulation D so certain issuer presentations at qualifying events are not treated as prohibited general solicitation, with sponsor and disclosure limits.
Requires the Securities and Exchange Commission to update Regulation D within six months so that certain issuer presentations and communications made at qualifying events (like angel group meetings, incubators, accelerators, colleges, and trade forums) are not treated as prohibited "general solicitation." It defines terms like "angel investor group," narrows who counts as an "issuer," sets rules for qualifying event sponsors and venues, limits what issuers can say at the events, and places conduct and fee restrictions on event sponsors to avoid triggering broker or investment adviser registration. The change is limited to communications and presentations at qualifying events (not to buying or selling securities) and makes clear that merely attending an event does not by itself create the kind of pre-existing relationship required for certain private offering exemptions. The SEC must complete the required rulemaking within six months of enactment and may add further details by rule.
Introduced December 4, 2025 by John Peter Ricketts · Last progress December 4, 2025