Improving Capital Allocation for Newcomers Act of 2025

This bill amends the Investment Company Act of 1940 to expand the definition of qualifying venture capital funds , thereby increasing their capacity to raise capital. It achieves this by raising the maximum number of investors a fund can have from 250 to 500 persons and increasing the asset limit from $10,000,000 to $50,000,000, allowing more funds to operate without registering as investment companies. The legislation mandates a comprehensive study, to be conducted five years after enactment, by the Advocate for Small Business Capital Formation. This study will assess the effects of these amendments on the businesses and startup entities in which these funds invest, specifically examining changes in the geographic distribution of capital and the socio-economic characteristics of founders , including veteran status. A public report of these findings will be issued to Congress, followed by a public comment period. Subsequently, the Securities and Exchange Commission (SEC) may issue rules to further adjust these thresholds, but only if the study demonstrates a demonstrable positive effect on increasing geographic capital distribution or founder diversity. The SEC could then modify the investor threshold between 250 and 750 persons, and the asset threshold between $10,000,000 and $100,000,000.