4 versions

CosmeticWhat changed in REFERRED IN SENATEcompared with ENGROSSED IN HOUSE (Jun 23, 2025)

Technical corrections only. The changes between v3 and v4 reflect the bill's procedural progression from the House to the Senate, including updated legislative status and the addition of the Clerk's name in the attestation. No substantive policy changes were made to the bill's text.

H.R. 3301119th CongressIntroduced May 8, 2025

ELEVATE Act of 2025

Passed HouseFinance and Financial SectorMajor

View bill text

Sponsor: Rep. Nunn, Zachary [R-IA-3]
Committees: Banking, Housing, and Urban Affairs Committee (primary)
Last action: Jun 24, 2025

Bottom line

The ELEVATE Act streamlines the initial public offering (IPO) process for companies, particularly emerging growth companies, by reducing disclosure burdens and enabling confidential pre-filing review with the SEC.

What it actually does

This bill amends the Securities Exchange Act of 1934 to reduce the required financial reporting history for 'emerging growth companies' (EGCs) from three years to two years in their registration statements. Additionally, it permits any issuer, not just EGCs, to confidentially submit draft registration statements to the Securities and Exchange Commission (SEC) for nonpublic review, provided the public filing occurs at least 10 days before listing on a national securities exchange. The bill also protects this confidential information from compelled disclosure.

Proponents argue

Proponents argue that these changes will significantly reduce the regulatory burden and costs associated with going public, thereby making capital markets more accessible and attractive for smaller and emerging companies. They contend that allowing confidential review encourages more companies to enter the public market, fostering economic growth, innovation, and job creation without unduly compromising essential investor protections.

Opponents contend

Opponents might argue that reducing financial reporting history for EGCs could diminish transparency for investors, making it harder to thoroughly assess a company's financial health, performance trends, and associated risks. They may also contend that expanding confidential review to all issuers, while speeding up the process, could reduce public scrutiny during the critical pre-IPO phase, potentially leading to less informed public discourse and increased risk for retail investors.

The bill text is exceptionally short and can be read in a couple of minutes, but understanding its full implications requires familiarity with existing securities law and regulatory processes.

Section 2(1)

Reduced Financial Reporting History for Emerging Growth Companies

prominently featuredstraightforward

This provision amends Section 12(b)(1)(K) of the Securities Exchange Act of 1934 to allow 'emerging growth companies' (EGCs) to include only two years of preceding financial statements in their registration statements, rather than the standard three years. This change aims to reduce the historical financial data EGCs are required to publicly disclose when registering securities, thereby easing their compliance burden.

GroupImpactMechanismScale

GroupEmerging Growth Companies (EGCs)ImpactReduced compliance burden and associated costs when preparing registration statements for public offerings.MechanismStatutory amendment reducing the required number of years for financial statement disclosure from three to two.ScaleApplies to all companies that meet the definition of an Emerging Growth Company under federal securities law.

GroupInvestorsImpactPotentially less historical financial data available for due diligence and risk assessment when considering investments in EGCs.MechanismReduced disclosure requirements for EGCs.ScaleAffects investors participating in or considering initial public offerings (IPOs) of EGCs.

Supporters argue

Supporters argue that this measure streamlines the IPO process for EGCs, lowering their costs and encouraging more small businesses to access public capital markets, which can stimulate economic growth and job creation. They contend that two years of financial data is generally sufficient for initial investor assessment, especially given other disclosure requirements.

Critics contend

Critics might argue that reducing the financial history available to investors could make it more challenging to fully assess the long-term trends, financial health, and risks of EGCs. This could potentially lead to less informed investment decisions and increased risk for investors, particularly in volatile emerging companies.

Tradeoffs

This provision navigates the tension between easing regulatory burdens to foster capital formation for emerging companies and ensuring comprehensive financial transparency for investor protection.

Section 2(2)

Confidential Nonpublic Review of Draft Registration Statements for All Issuers

prominently featuredmoderately complex

This provision expands the ability to confidentially submit a draft registration statement to the Securities and Exchange Commission (SEC) for nonpublic review to all issuers, not just EGCs. The draft and all subsequent amendments must be publicly filed with the SEC at least 10 days before the company lists on a national securities exchange. Crucially, the bill also specifies that information provided during this confidential review is protected from compelled disclosure under the Freedom of Information Act (FOIA) and is deemed confidential for purposes of Section 24 of the Securities Exchange Act.

About this analysis. AI-Generated from the official bill text and available committee reports. Gaps in available data are noted explicitly. Verify important details with the official Congress.gov record.