IIB 

114TH CONGRESS 

1ST SESSION H. R. 2064 

IN THE SENATE OF THE UNITED STATES 

JULY 15, 2015 

Received; read twice and referred to the Committee on Banking, Housing, and 

Urban Affairs 

AN ACT 

To amend certain provisions of the securities laws relating 

to the treatment of emerging growth companies. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 


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HR 2064 RFS

1 SECTION 1. SHORT TITLE. 

2 This Act may be cited as the ‘‘Improving Access to 

3 Capital for Emerging Growth Companies Act’’. 

4 SEC. 2. FILING REQUIREMENT FOR PUBLIC FILING PRIOR 

5 TO PUBLIC OFFERING. 

6 Section 6(e)(1) of the Securities Act of 1933 (15 

7 U.S.C. 77f(e)(1)) is amended by striking ‘‘21 days’’ and 

8 inserting ‘‘15 days’’. 

9 SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF 

10 EMERGING GROWTH COMPANIES. 

11 Section 6(e)(1) of the Securities Act of 1933 (15 

12 U.S.C. 77f(e)(1)) is further amended by adding at the end 

13 the following: ‘‘An issuer that was an emerging growth 

14 company at the time it submitted a confidential registra15 tion statement or, in lieu thereof, a publicly filed registra16 tion statement for review under this subsection but ceases 

17 to be an emerging growth company thereafter shall con18 tinue to be treated as an emerging market growth com19 pany for the purposes of this subsection through the ear20 lier of the date on which the issuer consummates its initial 

21 public offering pursuant to such registrations statement 

22 or the end of the 1-year period beginning on the date the 

23 company ceases to be an emerging growth company.’’. 


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HR 2064 RFS

1 SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR 

2 EMERGING GROWTH COMPANIES. 

3 Section 102 of the Jumpstart Our Business Startups 

4 Act (Public Law 112–106) is amended by adding at the 

5 end the following: 

6 ‘‘(d) SIMPLIFIED DISCLOSURE REQUIREMENTS.— 

7 With respect to an emerging growth company (as such 

8 term is defined under section 2 of the Securities Act of 

9 1933): 

10 ‘‘(1) REQUIREMENT TO INCLUDE NOTICE ON

11 FORMS S–1 AND F–1.—Not later than 30 days after 

12 the date of enactment of this subsection, the Securi13 ties and Exchange Commission shall revise its gen14 eral instructions on Forms S–1 and F–1 to indicate 

15 that a registration statement filed (or submitted for 

16 confidential review) by an issuer prior to an initial 

17 public offering may omit financial information for 

18 historical periods otherwise required by regulation 

19 S–X (17 CFR 210.1–01 et seq.) as of the time of 

20 filing (or confidential submission) of such registra21 tion statement, provided that— 

22 ‘‘(A) the omitted financial information re23 lates to a historical period that the issuer rea24 sonably believes will not be required to be in25 cluded in the Form S–1 or F–1 at the time of 

26 the contemplated offering; and 


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1 ‘‘(B) prior to the issuer distributing a pre2 liminary prospectus to investors, such registra3 tion statement is amended to include all finan4 cial information required by such regulation S– 

5 X at the date of such amendment. 

6 ‘‘(2) RELIANCE BY ISSUERS.—Effective 30 days 

7 after the date of enactment of this subsection, an 

8 issuer filing a registration statement (or submitting 

9 the statement for confidential review) on Form S– 

10 1 or Form F–1 may omit financial information for 

11 historical periods otherwise required by regulation 

12 S–X (17 CFR 210.1–01 et seq.) as of the time of 

13 filing (or confidential submission) of such registra14 tion statement, provided that— 

15 ‘‘(A) the omitted financial information re16 lates to a historical period that the issuer rea17 sonably believes will not be required to be in18 cluded in the Form S–1 or Form F–1 at the 

19 time of the contemplated offering; and 

20 ‘‘(B) prior to the issuer distributing a pre21 liminary prospectus to investors, such registra22 tion statement is amended to include all finanVerDate Sep 11 2014 23:42 Jul 15, 2015 Jkt 049200 PO 00000 Frm 00004 Fmt 6652 Sfmt 6201 E:\BILLS\H2064.RFS H2064

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HR 2064 RFS

1 cial information required by such regulation S– 

2 X at the date of such amendment.’’. 

Passed the House of Representatives July 14, 2015. 

Attest: KAREN L. HAAS, 

Clerk. 


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