H.R. 3352 — Helping Angels Lead Our Startups Act of 2025

This section directs the Securities and Exchange Commission (SEC), not later than six months after enactment, to revise Regulation D to exempt from the prohibition on general solicitation (17 CFR 230.502(c)) presentations or communications by or on behalf of certain issuers (i.e., businesses that are not in bankruptcy or receivership, investment companies, or blank check, blind pool, or shell companies) at specified events. Qualifying events must be sponsored by the U.S. government or its territories, states, tribes or subdivisions, colleges or universities, nonprofits, angel investor groups (i.e., groups of accredited investors with regular meetings and defined investment processes, unaffiliated with brokers, dealers, or investment advisers), incubators or accelerators, venture forums or associations, or other entities per SEC rule; must not be held in religious facilities (except accredited postsecondary institutions); must not advertise specific offerings; and must have sponsors that (1) do not provide investment advice or recommendations, (2) do not engage in investment negotiations, (3) charge only reasonable administrative fees, (4) receive no compensation for introductions or negotiations, (5) provide attendees a one-page SEC-prescribed disclosure on event nature and investment risks, and (6) receive no compensation requiring broker-dealer or investment adviser registration. Issuers at such events may communicate only that they are offering or planning to offer securities, the type and amount offered, amounts already subscribed, and intended use of proceeds. (Thus, the revision applies solely to presentations and communications, not purchases or sales, and event attendance does not establish a pre-existing substantive relationship for Rule 506(b).)