119-HR3135

Bill is currently in: House
Path to Law
House Senate President

119th CONGRESS

1st Session

H. R. 3135

1. Short title
2. Offering of substantially similar securities

1. Short title

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

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.