Incentivizing New Ventures and Economic Strength Through Capital Formation Act of 2025

What this does

This bill loosens federal securities rules to widen access to private and early-stage capital markets. It bars the SEC from prohibiting or limiting closed-end funds from investing in private funds, and bars exchanges from restricting the listing of such funds. It rewrites the "accredited investor" definition so that more people qualify: it keeps the $1 million net-worth and $200,000/$300,000 income tests, and adds licensed brokers and investment advisers, people the SEC certifies as having relevant knowledge, and people who pass a new SEC-created accredited-investor exam offered free to the public. It raises the crowdfunding investment cap from $100,000 to $250,000, with SEC discretion to go up to $400,000. It raises the private-fund adviser registration exemption from $150 million to $175 million in assets. It raises the "qualifying venture capital fund" limits from 250 to 500 investors and from $10 million to $50 million. It lets any issuer, not just emerging growth companies, "test the waters" with investors and submit draft registration statements for confidential SEC review before going public. It expands well-known seasoned issuer status to companies with a $400 million public float. Congress paired these changes with investor-side provisions: it requires the SEC to allow electronic delivery of investor disclosures while preserving a paper opt-out, creates a Senior Investor Taskforce inside the SEC to study elder financial exploitation, and requires new disclosure of voting power at companies with multi-class share structures. The House passed it on December 11, 2025.