ELEVATE Act of 2025 in plain language

1: Registration statements

This section would amend section 12(b) of the Securities Exchange Act of 1934, which lists what a registration statement for securities listed on a national securities exchange must include. First, it would change paragraph (1)(K) of that section so that, wherever it requires certain information to cover a period of years, an emerging growth company would only have to provide that information for not more than the two preceding years, instead of whatever longer period the paragraph otherwise requires for other issuers. Second, it would add a new provision letting any issuer confidentially submit a draft registration statement to the Securities and Exchange Commission for nonpublic review by Commission staff before filing it publicly, as long as the initial confidential submission and any amendments to it are publicly filed with the Commission no later than 10 days before the issuer's securities are listed on a national securities exchange. Under this new provision, the Commission could not be compelled to disclose any information it receives or obtains under it. The provision would also count, for purposes of the Freedom of Information Act (5 U.S.C. 552), as a statute that lets the Commission withhold that information from disclosure under that Act's exemption in subsection (b)(3)(B). Information covered by or obtained under this new provision would be treated as confidential information for purposes of section 24 of the Securities Exchange Act of 1934.