IIB 

118TH CONGRESS 

1ST SESSION H. R. 2608 

IN THE SENATE OF THE UNITED STATES 

JUNE 6, 2023 

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

Urban Affairs 

AN ACT 

To amend the Federal securities laws to specify the periods 

for which financial statements are required to be provided by an emerging growth company, and for other 

purposes. 

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 2608 RFS

1 SECTION 1. FINANCIAL STATEMENT REPORTING REQUIRE2 MENTS FOR EMERGING GROWTH COMPA3 NIES. 

4 (a) SECURITIES ACT OF 1933.—Section 7(a)(2) of 

5 the Securities Act of 1933 (15 U.S.C. 77g(a)(2)) is 

6 amended— 

7 (1) in subparagraph (A), by striking ‘‘and’’ at 

8 the end; 

9 (2) by redesignating subparagraph (B) as sub10 paragraph (C); and 

11 (3) by inserting after subparagraph (A) the fol12 lowing: 

13 ‘‘(B) need not present acquired company 

14 financial statements or information otherwise 

15 required under section 210.3-05 or section 

16 210.8-04 of title 17, Code of Federal Regula17 tions, or any successor thereto, for any period 

18 prior to the earliest audited period of the 

19 emerging growth company presented in connec20 tion with its initial public offering and, there21 after, in no event shall an issuer that was an 

22 emerging growth company but is no longer an 

23 emerging growth company be required to 

24 present financial statements of the issuer (or 

25 acquired company financial statements or infor26 mation otherwise required under section 210.3- 


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HR 2608 RFS

1 05 or section 210.8-04 of title 17, Code of Fed2 eral Regulations, or any successor thereto) for 

3 any period prior to the earliest audited period 

4 of the emerging growth company presented in 

5 connection with its initial public offering; and’’. 

6 (b) SECURITIES EXCHANGE ACT OF 1934.—Section 

7 12(b)(1)(K) of the Securities Exchange Act of 1934 (15 

8 U.S.C. 78l(b)(1)(K)) is amended by striking ‘‘firm;’’ and 

9 inserting ‘‘firm, provided that the application of an emerg10 ing growth company need not present acquired company 

11 financial statements or information otherwise required 

12 under section 210.3-05 or section 210.8-04 of title 17, 

13 Code of Federal Regulations, or any successor thereto, for 

14 any period prior to the earliest audited period of the 

15 emerging growth company presented in connection with its 

16 application and, thereafter, in no event shall an issuer that 

17 was an emerging growth company but is no longer an 

18 emerging growth company be required to present financial 

19 statements of the issuer (or acquired company financial 

20 statements or information otherwise required under sec21 tion 210.3-05 or section 210.8-04 of title 17, Code of Fed22 eral Regulations, or any successor thereto) for any period 

23 prior to the earliest audited period of the emerging growth 


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HR 2608 RFS

1 company presented in connection with any application 

2 under subsection (b) of this section;’’. 

Passed the House of Representatives June 5, 2023. 

Attest: CHERYL L. JOHNSON, 

Clerk. 


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