‘‘(ii) after registering as a national se-
curities exchange, such election shall be 
deemed to have been approved by the Com-
mission unless the Commission denies such 
approval before the end of the 6-month pe-
riod beginning on the date the Commission 
received notification of such election. 
‘‘(2) POWERS AND RESTRICTIONS.—A venture 
exchange— 
‘‘(A) may only constitute, maintain, or pro-
vide a market place or facilities for bringing to-
gether purchasers and sellers of venture securi-
ties; 
‘‘(B) may determine the increment to be 
used for quoting and trading venture securities 
on the exchange; 
‘‘(C) may choose to carry out periodic auc-
tions for the sale of a venture security instead 
of providing continuous trading of the venture 
security; and 
‘‘(D) may not extend unlisted trading 
privileges to any 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 
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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 all disclosure obligations of such 
section 3(b) and the regulations issued under such 
section. 
‘‘(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. 
‘‘(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) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) EARLY-STAGE, GROWTH COMPANY.— 
‘‘(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 
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‘‘(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 
Urban Consumers published by the 
Bureau of Labor Statistics, setting 
the 
threshold 
to 
the 
nearest 
$1,000,000). 
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‘‘(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 
‘‘(III) securities registered under 
section 12(b) and listed on a venture 
exchange (or, prior to listing on a ven-
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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: 
‘‘(I) The end of the period of 24 
consecutive months beginning on the 
date— 
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‘‘(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(b)(1) of 
the Securities Act of 1933 (15 U.S.C. 77r(b)(1)) is 
amended— 
(1) in subparagraph (B), by striking ‘‘or’’ at 
the end; 
(2) in subparagraph (C), by striking the period 
and inserting ‘‘; or’’; and 
(3) by adding at the end the following: 
‘‘(D) a venture security listed on a venture 
exchange, other than those of an early-stage 
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growth company (as such terms are defined, re-
spectively, under section 6(m) of the Securities 
Exchange Act of 1934).’’. 
(c) SENSE OF CONGRESS.—It is the sense of the Con-
gress that the Securities and Exchange Commission 
should— 
(1) when necessary or appropriate in the public 
interest and consistent with the protection of inves-
tors, make use of the Commission’s general exemp-
tive authority under section 36 of the Securities Ex-
change Act of 1934 (15 U.S.C. 78mm) with respect 
to the provisions added by this section; and 
(2) if the Commission determines appropriate, 
create an Office of Venture Exchanges within the 
Commission’s Division of Trading and Markets. 
(d) RULE OF CONSTRUCTION.—Nothing in this sec-
tion or the amendments made by this section shall be con-
strued to impair or limit the construction of the antifraud 
provisions of the securities laws (as defined in section 3(a) 
of the Securities Exchange Act of 1934 (15 U.S.C. 
78c(a))) or the authority of the Securities and Exchange 
Commission under those provisions. 
(e) EFFECTIVE DATE FOR TIERS OF EXISTING NA-
TIONAL SECURITIES EXCHANGES.—In the case of a secu-
rities exchange that is registered as a national securities 
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exchange under section 6 of the Securities Exchange Act 
of 1934 (15 U.S.C. 78f) on the date of the enactment of 
this Act, any election for a listing tier of such exchange 
to be treated as a venture exchange under subsection (m) 
of such section shall not take effect before the date that 
is 180 days after such date of enactment. 
Æ 
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