‘‘(ii) choose to carry out periodic auc-
tions for the sale of a venture security in-
stead of providing continuous trading of 
the venture security. 
‘‘(3) TREATMENT OF CERTAIN EXEMPTED SE-
CURITIES.—A security that is exempt from registra-
tion pursuant to section 3(b) of the Securities Act 
of 1933 shall be exempt from section 12(a) of this 
title to the extent such securities are traded on a 
venture exchange, if the issuer of such security is in 
compliance with— 
‘‘(A) all disclosure obligations of such sec-
tion 3(b) and the regulations issued under such 
section; and 
‘‘(B) ongoing disclosure obligations of the 
applicable venture exchange that are similar to 
those provided by an issuer under tier 2 of Reg-
ulation A (17 CFR 230.251 et seq.). 
‘‘(4) VENTURE SECURITIES TRADED ON VEN-
TURE EXCHANGES MAY NOT TRADE ON NON-VEN-
TURE EXCHANGES.—A venture security may not be 
traded on a national securities exchange that is not 
a venture exchange during any period in which the 
venture security is being traded on a venture ex-
change. 
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‘‘(5) RULE
OF
CONSTRUCTION.—Nothing in 
this subsection may be construed as requiring trans-
actions in venture securities to be effected on a na-
tional securities exchange. 
‘‘(6) COMMISSION AUTHORITY TO LIMIT CER-
TAIN TRADING.—The Commission may limit trans-
actions in venture securities that are not effected on 
a national securities exchange as appropriate to pro-
mote efficiency, competition, capital formation, and 
to protect investors. 
‘‘(7) DISCLOSURES TO INVESTORS.—The Com-
mission shall issue regulations to ensure that per-
sons selling or purchasing venture securities on a 
venture exchange are provided disclosures sufficient 
to understand— 
‘‘(A) the characteristics unique to venture 
securities; and 
‘‘(B) in the case of a venture exchange 
that is a listing tier of another national securi-
ties exchange, that the venture exchange is dis-
tinct from the other national securities ex-
change. 
‘‘(8) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) EARLY-STAGE, GROWTH COMPANY.— 
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‘‘(i) IN GENERAL.—The term ‘early- 
stage, growth company’ means an issuer— 
‘‘(I) that has not made any reg-
istered initial public offering of any 
securities of the issuer; and 
‘‘(II) with a public float of less 
than or equal to the value of public 
float required to qualify as a large ac-
celerated filer under section 240.12b– 
2 of title 17, Code of Federal Regula-
tions. 
‘‘(ii) 
TREATMENT
WHEN
PUBLIC 
FLOAT EXCEEDS THRESHOLD.—An issuer 
shall not cease to be an early-stage, growth 
company by reason of the public float of 
such issuer exceeding the threshold speci-
fied in clause (i)(II) until the later of the 
following: 
‘‘(I) The end of the period of 24 
consecutive months during which the 
public float of the issuer exceeds 
$2,000,000,000 (as such amount is 
indexed for inflation every 5 years by 
the Commission to reflect the change 
in the Consumer Price Index for All 
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Urban Consumers published by the 
Bureau of Labor Statistics, setting 
the 
threshold 
to 
the 
nearest 
$1,000,000). 
‘‘(II) The end of the 1-year pe-
riod following the end of the 24- 
month period described under sub-
clause (I), if the issuer requests such 
1-year extension from a venture ex-
change and the venture exchange 
elects to provide such extension. 
‘‘(B) PUBLIC FLOAT.—With respect to an 
issuer, the term ‘public float’ means the aggre-
gate worldwide market value of the voting and 
non-voting common equity of the issuer held by 
non-affiliates. 
‘‘(C) VENTURE SECURITY.— 
‘‘(i) IN GENERAL.—The term ‘venture 
security’ means— 
‘‘(I) securities of an early-stage, 
growth company that are exempt from 
registration pursuant to section 3(b) 
of the Securities Act of 1933; 
‘‘(II) securities of an emerging 
growth company; or 
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‘‘(III) securities registered under 
section 12(b) and listed on a venture 
exchange (or, prior to listing on a ven-
ture exchange, listed on a national se-
curities exchange) where— 
‘‘(aa) the issuer of such se-
curities has a public float less 
than or equal to the value of pub-
lic float required to qualify as a 
large accelerated filer under sec-
tion 240.12b–2 of title 17, Code 
of Federal Regulations; or 
‘‘(bb) 
the 
average 
daily 
trade volume is 75,000 shares or 
less during a continuous 60-day 
period. 
‘‘(ii) 
TREATMENT
WHEN
PUBLIC 
FLOAT EXCEEDS THRESHOLD.—Securities 
shall not cease to be venture securities by 
reason of the public float of the issuer of 
such securities exceeding the threshold 
specified in clause (i)(III)(aa) until the 
later of the following: 
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‘‘(I) The end of the period of 24 
consecutive months beginning on the 
date— 
‘‘(aa) the public float of 
such 
issuer 
exceeds 
$2,000,000,000; and 
‘‘(bb) 
the 
average 
daily 
trade volume of such securities is 
100,000 shares or more during a 
continuous 60-day period. 
‘‘(II) The end of the 1-year pe-
riod following the end of the 24- 
month period described under sub-
clause (I), if the issuer of such securi-
ties requests such 1-year extension 
from a venture exchange and the ven-
ture exchange elects to provide such 
extension.’’. 
(b) SECURITIES ACT OF 1933.—Section 18 of the Se-
curities Act of 1933 (15 U.S.C. 77r) is amended— 
(1) by redesignating subsection (d) as sub-
section (e); and 
(2) by inserting after subsection (c) the fol-
lowing: 
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