[Pages H2871-H2872]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




  ENCOURAGING LOCAL EMERGING VENTURES AND ECONOMIC GROWTH ACT OF 2025

  Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the 
bill (H.R. 3301) 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, as amended.
  The Clerk read the title of the bill.
  The text of the bill is as follows:

                               H.R. 3301

       Be it enacted by the Senate and House of Representatives of 
     the United States of America in Congress assembled,

     SECTION 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''.

     SEC. 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.''.

  The SPEAKER pro tempore. Pursuant to the rule, the gentlewoman from 
Missouri (Mrs. Wagner) and the gentleman from California (Mr. Sherman) 
each will control 20 minutes.
  The Chair recognizes the gentlewoman from Missouri.


                             General Leave

  Mrs. WAGNER. Mr. Speaker, I ask unanimous consent that all Members 
may have 5 legislative days to revise and extend their remarks and 
include extraneous material on this bill.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentlewoman from Missouri?
  There was no objection.
  Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, I rise today in strong support of H.R. 3301, the ELEVATE 
Act, and thank Congressman Nunn for his leadership on this forward-
looking and bipartisan bill.
  One of the key successes of the JOBS Act of 2012 was the creation of 
emerging growth companies, or EGCs, small and midsized firms given 
tailored disclosure requirements to encourage them to go public. These 
companies are a major source of innovation, job creation, and economic 
growth.
  Today, over 90 percent of initial public offerings are filed by EGCs, 
but when an EGC spins off part of its business to create a new public 
company, that spinoff does not currently get the same treatment, 
despite originating

[[Page H2872]]

from a company already recognized as an emerging growth company.
  H.R. 3301 fixes this inconsistency. It ensures that spinoffs from 
EGCs are allowed to provide 2 years of audited financials, just like 
when a standard EGC goes public. This helps reduce redundant compliance 
costs while maintaining full investor protections.
  This is a smart and targeted update to our securities laws. It honors 
the original intent of the JOBS Act: to make it easier, not harder, for 
innovative companies to enter the public markets.
  Mr. Speaker, I urge my colleagues to support Mr. Nunn's ELEVATE Act, 
and I reserve the balance of my time.
  Mr. SHERMAN. Mr. Speaker, I yield myself such time as I may consume.
  This bill illustrates what I said earlier today, that the most 
fascinating issues are those that involve accounting and auditing.
  Mr. Speaker, I rise in support of H.R. 3301, the ELEVATE Act of 2025, 
sponsored by the gentlewoman from Iowa (Mr. Nunn).
  Emerging growth companies, also known as EGCs, are a special type of 
public company that we created during the bipartisan JOBS Act of 2012. 
Unlike full-fledged public companies, EGCs only need to provide 2 years 
of audited financials when they conduct their initial public offering, 
also known as an IPO.
  Despite this special 2-year accommodation, there are some instances 
where an EGC, emerging growth company, is still required to provide 3 
years of financials, still required under present law. One such 
instance is when the EGC conducts a spinoff, which is a transaction in 
which one company creates a new, independent company by selling new 
shares of its existing business. So the one company becomes two 
separate companies through a spinoff transaction.
  Mr. Nunn's bill reduces this obligation for EGC spinoffs to 2 years. 
That is only 2 years of audited financials, keeping in line with what 
is required when the EGC itself goes public.
  In doing so, this bill streamlines the financial disclosure 
obligations for emerging growth companies across the board making it 
easier for them to raise capital from the public.
  Mr. Speaker, I urge my colleagues to vote ``yes'' on this important 
bill, and I reserve the balance of my time.

                              {time}  1700

  Mrs. WAGNER. Mr. Speaker, I yield such time as he may consume to the 
gentleman from Iowa (Mr. Nunn), my friend.
  Mr. NUNN of Iowa. Mr. Speaker, I thank Chairwoman Wagner for leading 
this charge on a bipartisan effort.
  I rise today to support our bipartisan ELEVATE Act. I helped lead 
this Small Business effort to help not only the heartland but also our 
entrepreneurs and innovators across the country.
  Let me start by saying we all know this to be true: The American 
capital markets are the envy of the world. Part of that strength comes 
from the bipartisan work of this very Chamber, particularly with the 
passage of the JOBS Act 13 years ago.
  One of the biggest successes of that law was the creation of the 
emerging growth companies, or EGCs, to encourage smaller companies to 
go public here right in the United States.
  The JOBS Act didn't expand just that opportunity, it created new 
jobs. In the 4 years after that change, EGCs made up 90 percent of our 
initial public offerings. Moreover, it created 82,000 new jobs, new 
careers, right here in the U.S.
  I believe we can't stop there. Across Iowa's Third District, my home 
district, I hear from small business owners who want to reinvest in new 
equipment, help expand their workforce, and give back to their 
communities through new innovation.
  The question remains: What is holding them back? Well, Mr. Speaker, 
it is quite simply a deck that has been stacked against them by SEC 
rules that make accessing investment capital complex, more expensive, 
and harder for those who don't live on the East or West Coast who snap 
up the lion's share of investment dollars before it can even get to the 
heart of the heartland.
  Iowa's businesses, America's businesses, deserve an equal opportunity 
to access the capital they need to grow right on Main Street. These 
businesses are not backed by billion-dollar valuations or teams of 
high-powered lawyers. What they do have is grit, innovation, and the 
drive to succeed. They are not asking for special treatment, Mr. 
Speaker, just a fair chance to compete.
  Imagine the economic momentum we could unleash right here if we made 
it easier for those businesses to connect with investors and bring them 
to the rest of America.
  That is why I introduced the ELEVATE Act. This bill makes a simple, 
commonsense fix to help level the playing field for growing businesses. 
In Iowa, you know baseball is big business. When you have the 
opportunity to build it, Mr. Speaker, they will come, just like ``Field 
of Dreams.''
  It allows EGC spinoffs to file confidentially with the SEC, requiring 
24 months of audited financials rather than the historic 36 months that 
had red tape and additional costs. This ensures quality while 
minimizing the impact.
  These changes align to the rules so that all EGCs, whether standalone 
or part of a larger spinoff, can compete.
  Mr. Speaker, quite simply, this is about fairness. It allows small 
businesses in rural America to play by the same rules as companies on 
Wall Street. It is about giving a startup in Pella the same shot as a 
company in Palo Alto.
  It is about jobs, real jobs right here at home.
  We know the JOBS Act worked. Now, we have a chance to build on that 
success. By passing the ELEVATE Act, we make it easier for Main Street 
businesses to get access to the capital they need.
  I thank my colleagues on the other side of the aisle, particularly 
Representative Bynum, for working with me to ensure that we give every 
American business a fair chance at success. I thank Chairman Hill for 
his leadership on the Financial Services Committee, and I thank 
subcommittee chairwoman Ann Wagner who knows capital markets probably 
better than anyone on this House floor.
  Mr. Speaker, I urge my colleagues to support the bipartisan ELEVATE 
Act.
  Mr. SHERMAN. Mr. Speaker, I yield myself the balance of my time.
  I commend the gentleman from Iowa (Mr. Nunn) on this bill. I urge my 
colleagues to support the ELEVATE Act of 2025, which would streamline 
accounting disclosure requirements and auditing requirements for 
emerging growth companies, also known as EGCs, so those EGCs only need 
to provide 2 years of audited financial statements across the board.
  Like other bills that Democrats and Republicans have come to 
bipartisan agreement on, this bill balances the concern of those trying 
to raise capital while also maintaining disclosures and financial 
transparency that benefit and protect investors and thereby protect our 
capital markets, which so many speakers have pointed out are the envy 
of the world.
  Mr. Speaker, I ask my colleagues to vote ``yes'' on this bill, and I 
yield back the balance of my time.
  Mrs. WAGNER. Mr. Speaker, Mr. Nunn's ELEVATE Act is a smart, targeted 
update to our securities law.
  I urge all my colleagues to support H.R. 3301, and I yield back the 
balance of my time.
  The SPEAKER pro tempore (Mr. Williams of Texas). The question is on 
the motion offered by the gentlewoman from Missouri (Mrs. Wagner) that 
the House suspend the rules and pass the bill, H.R. 3301, as amended.
  The question was taken; and (two-thirds being in the affirmative) the 
rules were suspended and the bill, as amended, was passed.
  A motion to reconsider was laid on the table.

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