HR 3301119th CongressIntroduced

ELEVATE Act of 2025

Introduced: May 8, 2025

Financial Services

Standard Summary

Comprehensive overview in 1-2 paragraphs

The ELEVATE Act of 2025 proposes two main changes to the Securities Exchange Act of 1934 aimed at helping emerging growth companies (EGCs) access capital and go public more smoothly. First, it tightens the look-back period for certain registration disclosures for EGCs by allowing reliance on financials from not more than the two preceding years. Second, it creates a new confidential, nonpublic review process for draft registration statements with the SEC: issuers may submit drafts confidentially for staff review before public filing, with a requirement that the initial confidential submission and all amendments be publicly filed no later than 10 days before listing on a national securities exchange. The bill also provides strong confidentiality protections and FOIA exemptions for information submitted under this process. In short, the bill aims to (1) simplify or tailor historical disclosure requirements for EGCs and (2) provide a confidential pre-filing review pathway to speed up and de-risk the filing process, while preserving public filing close to listing and protecting sensitive information.

Key Points

1Important provision 1: For emerging growth companies, the look-back period in registration requirements is limited to not more than the two preceding years, replacing a longer or unspecified year requirement. This relaxes or narrows the operating-history disclosures for EGCs.
2Important provision 2: Creates a new mechanism allowing any issuer to confidentially submit a draft registration statement to the SEC staff for confidential, nonpublic review prior to public filing.
3Important provision 3: The initial confidential submission and all amendments must be publicly filed with the SEC not later than 10 days before the issuer lists on a national securities exchange.
4Important provision 4: The SEC is not compelled to disclose information provided to or obtained under the confidential review process. The bill explicitly treats the submission as confidential information under FOIA exemptions (5 U.S.C. § 552(b)(3)(B)) and designates it for confidentiality under section 24.
5Important provision 5: The short title of the act is the Encouraging Local Emerging Ventures and Economic Growth Act of 2025 (ELEVATE Act of 2025), signaling a focus on supporting local, early-stage ventures and broader economic growth.

Impact Areas

Primary group/area affected- Emerging growth companies (EGCs), particularly those with shorter operating histories seeking to go public.Secondary group/areas affected- Issuers considering public offerings, their counsel and advisers, and the SEC staff involved in review.- National securities exchanges and market participants who will see more timely, better-prepared filings, albeit with confidential pre-review.- Access to capital for local and early-stage ventures, potentially improving market entry for startups.Additional impacts- Confidential pre-review could reduce market disruption and improve the quality and timing of filings, but introduces new confidentiality considerations and potential tension with full public disclosure norms.- The 10-day public filing requirement for confidential submissions’ initial submissions and amendments creates a defined Public Filing Milestone tied to listing, affecting timing for investors and markets.- The underlying policy aims—supporting local emerging ventures and economic growth—may influence how smaller companies prepare for and pursue public offerings and how regulators engage with early-stage issuers.

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