S. 3562 — Disclosing Investments in Foreign Adversaries Act of 2025

This section establishes enhanced disclosure requirements under the Investment Advisers Act of 1940 for advisers of private funds (i.e., pooled investment vehicles exempt from registration as investment companies) regarding private fund assets in countries of concern (i.e., covered nations under 10 U.S.C. 4872(f), such as China, Russia, Iran, and North Korea, plus jurisdictions determined by the SEC—in consultation with the Departments of State and Treasury—to be under their control). It defines covered investment advisers as (1) SEC-registered advisers with at least $150 million in private fund assets under management (including related persons) or (2) advisers exempt from registration under specified provisions; requires such advisers to file annual reports with the SEC disclosing total private fund assets in countries of concern (broken down by percentage per country), with the SEC determining asset location based on capital invested in entities with physical presence or employees there, a plurality of sales there, or a proportion of assets and liabilities there; and directs the SEC to annually publish aggregated reports (beginning one year after enactment) listing covered advisers disclosing more than $0 in such assets, including the percentages.

This section establishes disclosure requirements under the Securities Exchange Act of 1934 for issuers conducting covered exempted transactions (i.e., offers or sales of securities exempt under section 4 of the Securities Act of 1933 (15 U.S.C. 77d) and structured to comply with SEC rules 506(b), Regulation S (rules 901-903), or 144A). Issuers must provide the SEC with specified information—including issuer identity and place of incorporation; associations with consolidated entities having a plurality of assets in or incorporated in a country of concern (i.e., covered nations under 10 U.S.C. 4872(f) or jurisdictions under their control); amount of securities sold and net proceeds; beneficial owners; intended use of proceeds by country and industry percentage; and exemption relied upon—for transactions of at least $25 million or, in aggregate with prior covered exempted transactions by the issuer in the preceding year, at least $50 million. The SEC must issue rules to implement these requirements, limit future exempt transactions for non-compliers, and issue quarterly public reports on disclosures from issuers incorporated in a country of concern, associated with relevant entities there, or intending to invest proceeds there. The requirements apply to transactions occurring one year after enactment.