Regulation Advance-ment for Capital Enhancement Act

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Regulation Advance-ment for Capital Enhancement Act of 2025

This bill was introduced on May 1, 2025, by Rep. Mr. B ARR to amend the Securities Act of 1933 and automatically qualify offering statements filed with the Securities and Exchange Commission in connection with certain securities issued under Regulation A tier 2.

Bill Details

The bill may be cited as the "Regulation Advance-ment for Capital Enhancement Act of 2025" or the "RACE Act of 2025". It was referred to the Committee on Financial Services.

Section 1 - Short Title

This Act may be cited as the ‘‘Regulation Advance-ment for Capital Enhancement Act of 2025’’ or the ‘‘RACE Act of 2025’’.

Section 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) O FFERING OF SUBSTANTIALLY SIMILAR5 SECURITIES .—6 ‘‘(A) I N GENERAL .—With respect to a per-7 son who has issued a class of securities (wheth-8 er preferred, common, or convertible securities)9 exempted under paragraph (2) and has filed an10 offering statement with the Commission with11 respect to such class that was qualified by the12 Commission, an offering statement filed with13 the Commission in connection with an addi-14 tional class of securities issued by the person15 and exempted under paragraph (2) shall be16 deemed qualified by the Commission upon fil-17 ing, if—18 ‘‘(i) the securities in the additional19 class are substantially similar to, and have20 predefined characteristics in common with,21 the securities in the original class;22 ‘‘(ii) the offering amount of each such23 class is less than $5,000,000; and24 ‘‘(iii) the aggregate offering amount25 of the securities in all such additional26

Key Provisions:

  • Offers substantially similar securities automatic qualification.
  • The offering amount of each class must be less than $5,000,000.
  • The aggregate offering amount of all such additional classes must not exceed the dollar limit provided for securities offered and sold within the prior 12-month period in reliance on the exemption provided under paragraph (2).