RACE Act of 2025

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

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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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