ELEVATE Act of 2025

The bill would make two changes to the registration-statement process under the Securities Exchange Act of 1934. First, it would allow emerging growth companies — a defined category of newer, smaller issuers — to include profit and loss statements from only the two preceding fiscal years when registering securities, rather than the three years required of other reporting companies. Second, it would give any issuer the right to submit a draft registration statement to the SEC for confidential, nonpublic staff review before formally filing with the Commission. That draft and any amendments would have to be publicly filed no later than 10 days before the company lists on a national securities exchange.

The bill would also shield draft submissions from Freedom of Information Act disclosure by designating this subsection as a withholding statute under 5 U.S.C. § 552(b)(3)(B), and would treat submitted information as confidential under Section 24 of the Securities Exchange Act. It does not change any other requirements for registration statements or alter the SEC's broader regulatory authority.

Emerging growth companies seeking to register securities on a national exchange, who would need to provide only two years of financial statements instead of three. Any issuer — large or small — planning an initial or subsequent public listing would benefit from the new confidential-review option. The SEC staff who conduct those reviews would take on the formal responsibility the statute creates.

Companies preparing to go public often refine registration documents extensively before they are ready for public scrutiny. Codifying confidential-draft review into statute gives all issuers a clearer legal right to that process and shields preliminary filings from FOIA requests. Emerging growth companies gain an additional advantage by reducing the financial-history disclosure required, potentially lowering the compliance cost and time needed to reach a public listing.

The changes are largely self-executing once enacted. The SEC's existing staff review process for draft registration statements would be given statutory footing, with the agency prohibited from disclosing draft submissions under FOIA. Issuers must ensure their initial confidential submission and all amendments are publicly filed at least 10 days before listing on a national securities exchange — a timing requirement that the issuer, not the SEC, must track. No rulemaking, grant cycles, or reporting requirements are created by the bill.