H. R. 3301

ELEVATE Act of 2025

Shown here: Engrossed in House (2025-06-23)

To amend the Securities Exchange Act of 1934 to specify certain registration statement contents for emerging growth companies, to permit issuers to file draft registration statements with the Securities and Exchange Commission for confidential review, and for other purposes.

1. Short title

This Act may be cited as the “Encouraging Local Emerging Ventures and Economic Growth Act of 2025” or the “ELEVATE Act of 2025”.

2. Registration statements

Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)) is amended—

(1) in paragraph (1)(K), by striking “years,” and inserting “years (or, in the case of an emerging growth company, not more than the two preceding years),”; and

(2) by adding at the end the following:

Any issuer may confidentially submit to the Commission a draft registration statement for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 10 days before listing on a national securities exchange. Notwithstanding any other provision of this title, the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection. For purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552. Information described in or obtained pursuant to this subsection shall be deemed to constitute confidential information for purposes of section 24.

Passed the House of Representatives June 23, 2025.

Kevin F. McCumber,

Clerk.

H. R. 3301

ELEVATE Act of 2025

Shown here: Engrossed in House (2025-06-23)

2. Registration statements

Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)) is amended—

(1) in paragraph (1)(K), by striking “years,” and inserting “years (or, in the case of an emerging growth company, not more than the two preceding years),”; and

(2) by adding at the end the following:

Any issuer may confidentially submit to the Commission a draft registration statement for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 10 days before listing on a national securities exchange. Notwithstanding any other provision of this title, the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection. For purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552. Information described in or obtained pursuant to this subsection shall be deemed to constitute confidential information for purposes of section 24.

Passed the House of Representatives June 23, 2025.

Kevin F. McCumber,

Clerk.