HR 3135
RACE Act of 2025
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Bill overview
The RACE Act of 2025 aims to make it easier for companies that previously used exemptions from securities registration to issue additional classes of securities. Specifically, it allows companies that previously issued securities under Regulation A tier 2 to automatically qualify offering statements for subsequent offerings of similar securities, provided the offering amount remains below a certain limit and doesn't exceed a 12-month aggregate offering amount. This simplifies the process for companies seeking to raise capital through these exemptions.
Key provisions
- Allows issuers of previously exempt securities (Regulation A tier 2) to issue additional classes.
- Offering statements for these additional securities are automatically deemed qualified upon filing.
- Securities in the additional class must be substantially similar to the original class.
- The offering amount for each class cannot exceed $5,000,000.
- The aggregate offering amount of all additional classes within a 12-month period cannot exceed the limit for the original offering.
- Securities do not need to have the same nature or terms to be considered substantially similar.
Who is affected
- Issuers of securities
- Investors
- The Securities and Exchange Commission
Notable changes
- Simplifies the qualification process for subsequent offerings under Regulation A tier 2.
- Reduces the regulatory burden for companies utilizing this exemption.
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119th CONGRESS — 1st Session
H. R. 3135
IN THE HOUSE OF REPRESENTATIVES
A BILL
To amend the Securities Act of 1933 to automatically qualify offering statements filed with the Securities and Exchange Commission in connection with certain securities issued under Regulation A tier 2, and for other purposes.
This Act may be cited as the Regulation Advancement for Capital Enhancement Act of 2025 RACE Act of 2025
or the
.
Section 3(b) of the Securities Act of 1933 (15 U.S.C. 77c(b)) is amended by adding at the end the following:
the offering amount of each such class is less than $5,000,000; and