WHAT THE LAW DOINCongress, in plain words

H.R. 3301 · 119th Congress

ELEVATE Act of 2025

Passed HouseDrafted by AI, awaiting reviewFinance and Financial Sector
IntroducedMay 8, 2025
Passed HouseJun 23, 2025
Passed SenateNot yet
To PresidentNot yet
Became lawNot yet

Where it stands

Passed House. Latest step, Jun 24, 2025: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs. From Iowa: Zachary Nunn sponsors it. It would change 1 section of existing law.

How this bill changes the law

Sourced

H.R. 3301 would change 1 section of existing law. Read from the bill text as sent to the Senate (Jun 24, 2025).

15 U.S.C. 78l Registration requirements for securities

  • (b) Procedure for registration; information added to · Sec. 2(1), Sec. 2(2) · see the words
What the words would change: every change, in place (2)

Today's wording of each part of the law, with what would be struck out and added. Each change also gives the bill's own instruction, word for word.

  1. 15 U.S.C. 78l(b)(1)(K)changedby H.R. 3301 Sec. 2(1)

    (K) profit and loss statements for not more than the three preceding fiscal years,years (or, in the case of an emerging growth company, not more than the two preceding years), certified if required by the rules and regulations of the Commission by a registered public accounting firm; and

    The bill says: 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

    Bill text · Current law (15 U.S.C. 78l)

  2. 15 U.S.C. 78l(b)addedby H.R. 3301 Sec. 2(2)

    The bill says: by adding at the end the following:

    Bill text · Current law (15 U.S.C. 78l)

From the bill's official text on GovInfo and the U.S. Code, 2024 edition, which may not yet show changes made since.

Bill text used: Engrossed in House: the text the House passed (June 23, 2025) · updated Oct 28, 2026

This breakdown was drafted by AI from the official documents and passed our automatic checks: every quoted word was found in its source, and every number comes from an official record. A person must review it before we mark it reviewed. Tap any small number to see the exact words a sentence rests on.

At a glance

Sourced
  • This bill is about small and mid-size companies that sell stock to the public for the first time, called emerging growth companies.
    6Title I of the JOBS Act established a new category of issuers known as ``Emerging Growth Companies.''[6] H. Rept. 119-121 · Background
  • When one of them splits off part of its business into a new public company, it now needs 3 years of audited money statements. The bill cuts that to 2.
    3,7there are some instances where an EGC, emerging growth company, is still required to provide 3 years of financials[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2872, Rep. Shermanin 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)[3] Engrossed in House (June 23, 2025) · Sec. 2(1)
  • It also lets any company send its first stock filing to regulators privately for review before making it public.
    7Any 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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed
  • Rep. Zach Nunn of Iowa wrote it. The House passed it by voice vote on June 23, 2025. The Senate has not acted.
    1Sponsor: Rep. Nunn, Zachary [R-IA-3][1] Official bill status record (actions, votes, cosponsors) · Sponsor2025-06-23 17:06:19 | House floor actions | On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote.[1] Official bill status record (actions, votes, cosponsors) · Actions, June 23, 20252025-06-24 | Senate | Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.[1] Official bill status record (actions, votes, cosponsors) · Actions, June 24, 2025

What it would mean for you

Sourced

If you own or invest in a growing company

Less paperwork for a spinoff

  • A spinoff is when one company creates a new, separate company out of part of its business.
    7a spinoff, which is a transaction in which one company creates a new, independent company by selling new shares of its existing business[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2872, Rep. Sherman
  • Spinoffs from these companies would need 2 years of audited profit and loss statements, the same as when they first go public.
    3,6in 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)[3] Engrossed in House (June 23, 2025) · Sec. 2(1)Currently, the spinoff of an EGC does not benefit from the two-year financial statement accommodation, which applies only to IPO registration.[6] H. Rept. 119-121 · Background
  • Any company could get private feedback from regulators on a draft filing before the public sees it.
    7Any 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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed

If you buy stock

Filings become public later

  • Private drafts must be made public at least 10 days before the stock is listed on an exchange.
    7the 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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed
  • Until then, regulators cannot be forced to release them, even through a public records request.
    7the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printedFor purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed

If you live in Iowa

Your representative wrote it

What this bill does not do

Sourced

Current law vs. the bill

Sourced

Every place the bill changes existing law. On the left, the law as it stands today, quoted from the U.S. Code. On the right, the bill's words.

15 U.S.C. 78l(b)(1)(K)Adds words

Current law

profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm
8profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm[8] 15 U.S.C. 78l, Registration requirements for securities (U.S. Code, 2024 edition, before this bill) · (b)(1)(K)

Three years of profit and loss statements for every company registering this way.

The bill

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)
3in 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)[3] Engrossed in House (June 23, 2025) · Sec. 2(1)
In plain words: Emerging growth companies would need only 2 years.
3in 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)[3] Engrossed in House (June 23, 2025) · Sec. 2(1)
15 U.S.C. 78l(b)Adds a new paragraph

Current law

New: nothing here today.

The bill

by adding at the end the following:
3by adding at the end the following:[3] Engrossed in House (June 23, 2025) · Sec. 2(2)
In plain words: Adds private review of draft filings, made public at least 10 days before listing.
7Any 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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printedthe 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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed

What the bill decides, and what it leaves to others

Sourced

Written into the bill

These take effect exactly as written.

  • The 2-year limit and the 10-day public filing deadline are written into the bill.
    3,7in 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)[3] Engrossed in House (June 23, 2025) · Sec. 2(1)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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed
  • Drafts are shielded from public records requests until filed.
    7the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printedFor purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed

Left to agencies or states

The real effect depends on rules someone else writes later.

  • The Securities and Exchange Commission's staff reviews the private drafts.
    7Any 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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed

Section by section

Sourced
Read all 3 sections in plain words
Sec. 1 Short title
Names the bill the ELEVATE Act of 2025.
3This Act may be cited as the Encouraging Local Emerging Ventures and Economic Growth Act of 2025 or the ELEVATE Act of 2025.[3] Engrossed in House (June 23, 2025) · Sec. 1
Sec. 2(1) Two years of profit and loss statements
Emerging growth companies registering stock on an exchange would show profit and loss statements for up to 2 years, not 3.
3,8profit and loss statements for not more than the three preceding fiscal years, certified if required by the rules and regulations of the Commission by a registered public accounting firm[8] 15 U.S.C. 78l, Registration requirements for securities (U.S. Code, 2024 edition, before this bill) · (b)(1)(K)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)[3] Engrossed in House (June 23, 2025) · Sec. 2(1)
Sec. 2(2) Private review of drafts
Any company may send a draft filing to the Securities and Exchange Commission for private review.
3,7by adding at the end the following:[3] Engrossed in House (June 23, 2025) · Sec. 2(2)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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed
 The draft and every change must be made public at least 10 days before listing.
7the 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[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed
 The Commission cannot be forced to disclose what it receives under this rule.
7the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printedFor purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, bill text as printed

What changed between versions

Sourced
2 steps, from first draft to final text

From the House bill as introduced to the committee's version (House)

  • The Financial Services Committee added the bill's short title and made minor edits.
    3,6This Act may be cited as the Encouraging Local Emerging Ventures and Economic Growth Act of 2025 or the ELEVATE Act of 2025.[3] Engrossed in House (June 23, 2025) · Sec. 1which made minor edits and technical changes and added a short title[6] H. Rept. 119-121 · Committee Consideration

From the committee's version (House) to the House-passed text

No changes to the wording.

Cost

Sourced
  • The committee asked the Congressional Budget Office for a cost estimate but had not received one when it filed its report.
    6The Committee has requested but not received a cost estimate from the Director of the Congressional Budget Office.[6] H. Rept. 119-121 · Committee Cost Estimatea cost estimate was not made available to the Committee in time for the filing of this report[6] H. Rept. 119-121 · New Budget Authority
  • The bill creates no new spending program; it changes filing rules.
    3in 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)[3] Engrossed in House (June 23, 2025) · Sec. 2(1)by adding at the end the following:[3] Engrossed in House (June 23, 2025) · Sec. 2(2)

Analysis

Analysis

Every bill gets the same five questions. Arguments are attributed to the people who made them, and each side gets about the same space.

Path to law

Balance of power

Coalitions

Precedent

  • It builds on the 2012 JOBS Act, which created emerging growth companies and let them go public with 2 years of audited statements.
    6,7Title I of the JOBS Act established a new category of issuers known as ``Emerging Growth Companies.''[6] H. Rept. 119-121 · Backgroundspecifically providing two years of audited financial statements rather than three years[6] H. Rept. 119-121 · BackgroundOne of the key successes of the JOBS Act of 2012 was the creation of emerging growth companies[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2871, Rep. Wagner
  • From 2012 to 2024, more than 80 percent of U.S. stock market debuts were by these companies.
    6From 2012-2024, more than 80 percent of all U.S. IPO pricings were by companies that qualify as EGCs.[6] H. Rept. 119-121 · Background

The strongest case on each side

For

Against

  • No one spoke against it, but one committee member voted no, and the report gives no reason.
    6by a recorded vote of 50 yeas and 1 nay, a quorum being present[6] H. Rept. 119-121 · Committee Consideration
    Financial Services Committee report
  • He said bills like this must balance raising money with the disclosures that protect investors.
    7this bill balances the concern of those trying to raise capital while also maintaining disclosures and financial transparency that benefit and protect investors[7] Congressional Record, House, June 23, 2025 (H2871-H2872) · H2872, Rep. Sherman
    Rep. Brad Sherman (D-CA), who supported it

Did this make sense?

Sourced

Three quick questions. Your answers are anonymous and tell us which breakdowns need clearer writing.

1. How many years of audited profit and loss statements would a spinoff of an emerging growth company need?
2. When must a privately reviewed draft be made public?
3. Is the ELEVATE Act law yet?

How this was checked

Sourced
4 checks
  • Automatic: every quote matched its source; every number matched an official record.
  • H. Rept. 119-121 (Financial Services): The report's section-by-section says drafts must be public 10 days before the requested date of effectiveness; the bill text the House passed says 10 days before listing on an exchange. We follow the bill text.
  • Bill text file: The text converter drops the new unnumbered paragraph (private review); those quotes come from the full bill text printed in the Congressional Record at H2871. An editor should confirm against the GovInfo bill text.
  • CBO estimate: None available when the committee filed its report.

Spot an error? See our corrections log and how to report one

Sources

Sourced
All 8 sources
  1. Official bill status record (actions, votes, cosponsors) · Official bill record · retrieved Oct 28, 2026
  2. Referred in Senate (June 24, 2025) · Bill text · retrieved Oct 28, 2026
  3. Engrossed in House (June 23, 2025) · Bill text · retrieved Oct 28, 2026
  4. Reported in House (June 3, 2025) · Bill text · retrieved Oct 28, 2026
  5. Introduced in House (May 8, 2025) · Bill text · retrieved Oct 28, 2026
  6. H. Rept. 119-121 · Committee report · retrieved Oct 28, 2026
  7. Congressional Record, House, June 23, 2025 (H2871-H2872) · Congressional Record · retrieved Oct 28, 2026
  8. 15 U.S.C. 78l, Registration requirements for securities (U.S. Code, 2024 edition, before this bill) · U.S. Code (current law) · retrieved Oct 28, 2026

Official summary

Sourced

This bill provides statutory authority for certain requirements related to registration statements submitted to the Securities and Exchange Commission (SEC).

First, the bill allows under statute an emerging growth company to submit profit and loss statements from the previous two years, rather than the previous three years as is required of other reporting companies. In addition, the bill allows under statute any issuer of securities to submit a draft registration statement to the SEC for confidential review prior to a public filing.

Official summary by the Congressional Research Service (Introduced in House, May 8, 2025).

What has happened

Sourced
  1. Jun 24, 2025Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.Senate
  2. Jun 23, 2025Motion to reconsider laid on the table Agreed to without objection.House floor actions
  3. Jun 23, 2025On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2871)House floor actions
  4. Jun 23, 2025Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2871)Library of Congress
  5. Jun 23, 2025DEBATE - The House proceeded with forty minutes of debate on H.R. 3301.House floor actions
  6. Jun 23, 2025Considered under suspension of the rules. (consideration: CR H2871-2872)House floor actions
  7. Jun 23, 2025Mrs. Wagner moved to suspend the rules and pass the bill, as amended.House floor actions
  8. Jun 3, 2025Placed on the Union Calendar, Calendar No. 91.House floor actions
  9. Jun 3, 2025Reported (Amended) by the Committee on Financial Services. H. Rept. 119-121.House floor actions
  10. Jun 3, 2025Reported (Amended) by the Committee on Financial Services. H. Rept. 119-121.Library of Congress
  11. May 20, 2025Ordered to be Reported (Amended) by the Yeas and Nays: 50 - 1.House committee actions
  12. May 20, 2025Committee Consideration and Mark-up Session HeldHouse committee actions
  13. May 8, 2025Referred to the House Committee on Financial Services.House floor actions
  14. May 8, 2025Introduced in HouseLibrary of Congress
  15. May 8, 2025Introduced in HouseLibrary of Congress

Show key steps only

Cosponsors

  • Janelle S. Bynum D-OR-5