I 

117TH CONGRESS 

1ST SESSION H. R. 3448 

To provide for a 5-year extension of certain exemptions and reduced disclosure 

requirements for companies that were emerging growth companies and 

would continue to be emerging growth companies but for the 5-year 

restriction on emerging growth companies, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 20, 2021 

Mr. STEIL (for himself, Mr. HOLLINGSWORTH, and Mr. HILL) introduced the 

following bill; which was referred to the Committee on Financial Services 

A BILL 

To provide for a 5-year extension of certain exemptions and 

reduced disclosure requirements for companies that were 

emerging growth companies and would continue to be 

emerging growth companies but for the 5-year restriction 

on emerging growth companies, 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, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Helping Startups Con5 tinue To Grow Act’’. 


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1 SEC. 2. ON-RAMP EXTENSION. 

2 (a) DEFINITION OF A RECENT EMERGING GROWTH

3 COMPANY.— 

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

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

6 amended by adding at the end the following: 

7 ‘‘(20) RECENT EMERGING GROWTH COM8 PANY.—The term ‘recent emerging growth company’ 

9 means an issuer that— 

10 ‘‘(A) was, but is no longer, an emerging 

11 growth company; 

12 ‘‘(B) would continue to be an emerging 

13 growth company but for the application of sub14 paragraph (B) of paragraph (19); and 

15 ‘‘(C) ceased to be an emerging growth 

16 company within the previous 5-year period.’’. 

17 (2) SECURITIES EXCHANGE ACT OF 1934.—Sec18 tion 3(a) of the Securities Exchange Act of 1934 

19 (15 U.S.C. 78c(a)) is amended— 

20 (A) by redesignating the second paragraph 

21 (80) as paragraph (81); and 

22 (B) by adding at the end the following: 

23 ‘‘(82) RECENT EMERGING GROWTH COM24 PANY.—The term ‘recent emerging growth company’ 

25 means an issuer that— 


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1 ‘‘(A) was, but is no longer, an emerging 

2 growth company; 

3 ‘‘(B) would continue to be an emerging 

4 growth company but for the application of sub5 paragraph (B) of paragraph (80); and 

6 ‘‘(C) ceased to be an emerging growth 

7 company within the previous 5-year period.’’. 

8 (b) STREAMLINED FINANCIAL DISCLOSURES.— 

9 (1) SECURITIES ACT OF 1933.—Section 7(a)(2) 

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

11 is amended— 

12 (A) by inserting after ‘‘An emerging 

13 growth company’’ the following: ‘‘and a recent 

14 emerging growth company’’; and 

15 (B) in subparagraph (A)— 

16 (i) by striking ‘‘such emerging growth 

17 company’’ and inserting ‘‘such company’’; 

18 and 

19 (ii) by striking ‘‘an emerging growth 

20 company’’ and inserting ‘‘such company’’. 

21 (2) SECURITIES EXCHANGE ACT OF 1934.—Sec22 tion 13(a) of the Securities Exchange Act of 1934 

23 (15 U.S.C. 78m(a)) is amended by adding at the 

24 end the following: ‘‘The previous sentence shall 

25 apply, to the same extent as such sentence applies 


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1 to an emerging growth company, to a recent emerg2 ing growth company.’’. 

3 (3) OTHER DISCLOSURES.—A recent emerging 

4 growth company (as defined under section 2 of the 

5 Securities Act of 1933) may comply with section 

6 229.303(a) of title 17, Code of Federal Regulations, 

7 or any successor thereto, by providing information 

8 required by such section with respect to the financial 

9 statements of the company for each period presented 

10 pursuant to section 7(a) of the Securities Act of 

11 1933 (15 U.S.C. 77g(a)). Such a company may com12 ply with section 229.402 of title 17, Code of Federal 

13 Regulations, or any successor thereto, by disclosing 

14 the same information as any issuer with a market 

15 value of outstanding voting and nonvoting common 

16 equity held by non-affiliates of less than 

17 $75,000,000. 

18 (c) DRAFT REGISTRATION STATEMENTS.—Section 

19 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) 

20 is amended— 

21 (1) by striking ‘‘emerging growth company’’ 

22 each place such term appears and inserting ‘‘emerg23 ing growth company or recent emerging growth com24 pany’’; and 


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1 (2) by striking ‘‘emerging market growth com2 pany’’ and inserting ‘‘emerging growth company or 

3 recent emerging growth company’’. 

4 (d) EXECUTIVE COMPENSATION DISCLOSURES.— 

5 (1) CERTAIN SHAREHOLDER DISCLOSURES.— 

6 Section 14A(e)(2) of the Securities Exchange Act of 

7 1934 (15 U.S.C. 78n–1(e)) is amended— 

8 (A) in subparagraph (A), by striking ‘‘An 

9 emerging growth company’’ and inserting the 

10 following ‘‘Any emerging growth company or re11 cent emerging growth company’’; and 

12 (B) in subparagraph (B)— 

13 (i) in the heading, by striking ‘‘TER14 MINATION OF EMERGING GROWTH COM15 PANY TREATMENT’’ and inserting ‘‘EXEMP16 TION’’; 

17 (ii) by striking ‘‘an emerging growth 

18 company but is no longer an emerging 

19 growth company’’ and inserting ‘‘exempt 

20 under subparagraph (A) but is no longer 

21 exempt’’; and 

22 (iii) in clause (ii), by inserting before 

23 the period the following: ‘‘or a recent 

24 emerging growth company’’. 


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1 (2) PAY RATIO DISCLOSURES.—Section 

2 953(b)(1) of the Investor Protection and Securities 

3 Reform Act of 2010 (15 U.S.C. 78l note) is amend4 ed, by striking ‘‘, as that term is defined in’’ and in5 serting ‘‘or a recent emerging growth company, as 

6 such terms are defined, respectively, under’’. 

7 (3) PAY VS. PERFORMANCE DISCLOSURES.— 

8 Section 14(i) of the Securities Exchange Act of 1934 

9 (15 U.S.C. 78n(i)) is amended by inserting after 

10 ‘‘emerging growth company’’ the following: ‘‘or a re11 cent emerging growth company’’. 

12 (4) SIMPLIFIED EXECUTIVE COMPENSATION

13 DISCLOSURES.—The Securities and Exchange Com14 mission shall amend section 229.402(l) of title 17, 

15 Code of Federal Regulations, to permit a recent 

16 emerging growth company (as defined under section 

17 2 of the Securities Act of 1933) to make use of the 

18 same scaled disclosures for executive compensation 

19 that are available pursuant to such section for small20 er reporting companies and emerging growth compa21 nies. 

Æ 


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