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.
Summary
What This Bill Does
The ELEVATE Act of 2025 changes the Exchange Act section 12(b) registration process for companies listing securities on a national securities exchange. For emerging growth companies, the registration statement would need not more than the two preceding years of financial information, reducing the historical financial-statement period they must prepare for exchange registration. The bill also lets any issuer, not only emerging growth companies, submit a draft registration statement confidentially to SEC staff for nonpublic review before public filing. The initial confidential submission and all amendments must be publicly filed with the SEC at least 10 days before the company lists on a national securities exchange. The bill then creates a confidentiality rule: the SEC cannot be compelled to disclose information submitted or obtained through this confidential-review process, the subsection counts as a FOIA Exemption 3 statute, and the information is treated as confidential for Exchange Act section 24.
Who Benefits and How
Emerging growth company applicants, national securities exchange listing applicants, pre-IPO issuers, venture-backed companies, private equity-backed companies, investment banks underwriting listings, securities lawyers drafting registration statements, accounting firm staff preparing financial statements, and exchange-listing advisers benefit because the bill lowers financial-history preparation for emerging growth companies and gives issuers a confidential SEC staff-review window before public exposure.
Who Bears the Burden and How
The Securities and Exchange Commission, SEC Corporation Finance staff, SEC disclosure-review staff, national securities exchange staff, public-market investor users of SEC filings, retail investors, securities analysts, financial journalists, investor-protection advocates, and FOIA requesters bear burdens or lose visibility because confidential draft submissions increase SEC review workload, delay public access to registration materials until 10 days before listing, reduce early scrutiny of issuer disclosures, and make related information protected from compelled disclosure.
Key Provisions
- Amends Exchange Act section 12(b) so emerging growth companies provide not more than two preceding years of financial information.
- Allows any issuer to submit draft registration statements confidentially to SEC staff before public filing.
- Requires the initial confidential submission and amendments to be publicly filed at least 10 days before national securities exchange listing.
- Bars compelled SEC disclosure of information provided or obtained through the confidential-review process.
- Treats the confidentiality provision as a FOIA Exemption 3 statute and Exchange Act section 24 confidential information.
Evidence Chain:
This summary is generated from the full bill text using AI analysis. Expand "Detailed Analysis" below for identified beneficiaries/burden bearers with clause-level evidence links.
At a Glance
What This Bill Does
Amends Exchange Act registration-statement requirements so emerging growth companies list no more than two preceding years of financial history, lets any issuer submit draft exchange-listing registration statements confidentially to SEC staff before public filing, requires public filing at least 10 days before national securities exchange listing, and protects the confidential submissions from compelled disclosure under FOIA and Exchange Act section 24.
Key Policy Areas
Financial Services, Securities, Capital Formation
Primary Purpose
Amends Exchange Act registration-statement requirements so emerging growth companies list no more than two preceding years of financial history, lets any issuer submit draft exchange-listing registration statements confidentially to SEC staff before public filing, requires public filing at least 10 days before national securities exchange listing, and protects the confidential submissions from compelled disclosure under FOIA and Exchange Act section 24.
Policy Domains
Substantive provisions
Identified Gains
- Emerging growth company applicants
- National securities exchange listing applicants
- Pre-IPO issuers
- Venture-backed companies
- Private equity-backed companies
- Investment banks underwriting listings
- Securities lawyers drafting registration statements
- Accounting firm staff preparing financial statements
- Exchange-listing advisers
Identified Costs
- Securities and Exchange Commission
- SEC Corporation Finance staff
- SEC disclosure-review staff
- National securities exchange staff
- Public-market investor users of SEC filings
- Retail investors
- Securities analysts
- Financial journalists
- Investor-protection advocates
- FOIA requesters
Sponsors
Legislative Progress
Passed HouseReceived; read twice and referred to the Committee on Banking, …
Passed House (inferred from eh version)
Reported with an amendment, committed to the Committee of the …
Mr. Nunn of Iowa (for himself and Ms. Bynum) introduced …
Stakeholder Effects
cui bono?How this legislation distributes effects. Mention counts reflect frequency, not effect magnitude.
Companies preparing exchange listings, Investment banks underwriting listings, Pre-IPO issuers
Securities analysts, Securities lawyers drafting registration statements
Positive-direction: Securities lawyers drafting registration statements
Negative-direction: Securities analysts
FOIA requesters, Public-market investors
Bill Structure & Actor Mappings
Who is "The Secretary" in each section?
- "commission"
- → Securities and Exchange Commission
- "emerging_growth_company"
- → issuer category under federal securities law using scaled disclosure accommodations
- "national_securities_exchange"
- → exchange on which the issuer seeks to list securities
We use a combination of our own taxonomy and classification in addition to large language models to assess meaning and potential beneficiaries. High confidence means strong textual evidence. Always verify with the original bill text.
Learn more about our methodology