The RACE Act of 2025 would amend the Securities Act of 1933 to make it easier for issuers that have already filed and qualified a Regulation A tier 2 offering to add additional, substantially similar classes of securities without additional full SEC qualification. Specifically, if an issuer has already issued a class of securities exempt under Regulation A tier 2 and has a previously qualified offering statement, a new offering statement for an additional class can be deemed qualified upon filing if: (1) the new class is substantially similar to the original class, (2) the new class is offered for less than $5 million, and (3) the total amount offered for all such additional classes in the prior 12 months does not exceed the existing aggregate limit for Regulation A tier 2 offerings. Importantly, the new class can be substantially similar without sharing the same terms or nature as the original class. The goal is to speed up and streamline资本 formation for issuers by allowing multiple, closely related offerings to proceed with less timing friction.
Key Points
- 1Automatic qualification for additional Regulation A tier 2 offerings: An issuer can have a new class of securities automatically deemed qualified upon filing if it meets the specified criteria, without a separate SEC qualification process.
- 2Criteria for automatic qualification: (A) the new class is substantially similar to the originally qualified class, (B) the per-class offering is under $5 million, and (C) the total aggregate amount of all such additional classes in the prior 12 months does not exceed the existing aggregate cap for the Regulation A exemption.
- 3Substantial similarity can exist even with different terms: The bill allows similarity to be established without requiring identical terms or nature between the original and new classes.
- 4Applies to securities exempt under Regulation A paragraph (2): The mechanism only applies to offerings exempt under the Regulation A Tier 2 framework.
- 5Filing-based qualification: The automatic qualification applies at the time the new offering statement is filed with the SEC, provided the conditions are met, rather than requiring a new, full SEC review and qualification.