119-hr3135

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3135 Introduced in House

    (IH) ]

<DOC>

119th CONGRESS
 1st Session
 H. R. 3135

 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.

_______________________________________________________________________

 IN THE HOUSE OF REPRESENTATIVES

 May 1, 2025

 Mr. Barr introduced the following bill; which was referred to the 
 Committee on Financial Services

_______________________________________________________________________

 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.

 Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

 This Act may be cited as the ``Regulation Advancement for Capital 
Enhancement Act of 2025'' or the ``RACE Act of 2025''.

SEC. 2. OFFERING OF SUBSTANTIALLY SIMILAR SECURITIES.

 

Section 3

    (b) of the Securities Act of 1933 (15 U.S.C. 77c

    (b) ) is 
amended by adding at the end the following:
 ``

    (6) Offering of substantially similar securities.--
 ``
        (A) In general.--With respect to a person who has 
 issued a class of securities (whether preferred, 
 common, or convertible securities) exempted under 
 paragraph

    (2) and has filed an offering statement with 
 the Commission with respect to such class that was 
 qualified by the Commission, an offering statement 
 filed with the Commission in connection with an 
 additional class of securities issued by the person and 
 exempted under paragraph

    (2) shall be deemed qualified 
 by the Commission upon filing, if--
 ``
            (i) the securities in the additional 
 class are substantially similar to, and have 
 predefined characteristics in common with, the 
 securities in the original class;
 ``
            (ii) the offering amount of each such 
 class is less than $5,000,000; and
 ``
            (iii) the aggregate offering amount of 
 the securities in all such additional classes 
 that are offered and sold within the prior 12-
 month period in reliance on the exemption 
 provided under this paragraph does not exceed 
 the dollar limit provided for the aggregate 
 offering amount for securities that are offered 
 and sold within the prior 12-month period in 
 reliance on the exemption provided under 
 paragraph

    (2) .
 ``
        (B) No requirement to have the same nature or 
 terms.--For purposes of subparagraph
        (A)
            (ii) , a 
 security can be substantially similar to another 
 security without having the same nature or terms.''.
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