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HR3135119th CongressWALLET

RACE Act of 2025

Sponsored By: Representative Barr

Introduced

Summary

Creates automatic qualification upon filing for additional, substantially similar Regulation A, Tier 2 offerings. This bill would let an issuer treat a new class of securities as qualified at the time it files if the class is substantially similar to a previously qualified class and meets the bill's offering-size limits.

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  • Issuers: Companies could add new classes without waiting for separate SEC qualification, so long as each class is under $5 million and the aggregate offered in the prior 12-month period stays within the exemption's overall cap.
  • Markets and investors: Additional, similar Reg A Tier 2 offerings could reach the market faster because qualifying would occur upon filing rather than after a separate SEC review.
  • Regulators: The bill reduces the need for separate SEC qualification reviews for each additional class that meets the criteria, which could lower review workload.

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Bill Overview

Analyzed Economic Effects

1 provisions identified: 1 benefits, 0 costs, 0 mixed.

Faster SEC approval for repeat small offerings

If enacted, small issuers with a prior qualified Regulation A, Tier 2 offering would get automatic SEC qualification for a new, similar class upon filing. The new class must be substantially similar and share predefined traits with the original class. Each new class offering must be under $5,000,000. Across all such add-on classes sold in the past 12 months, the total must stay within the existing Regulation A Tier 2 limit. Securities can be substantially similar even if their nature or terms are not identical.

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Sponsors & CoSponsors

Sponsor

Barr

KY • R

Cosponsors

There are no cosponsors for this bill.

Roll Call Votes

No roll call votes available for this bill.

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