H.R. 2603 – Reading Mode

118th CONGRESS

1st Session

H. R. 2603

IN THE HOUSE OF REPRESENTATIVES

April 13, 2023

Mr. Luetkemeyer introduced the following bill; which was referred to the Committee on Financial Services

A BILL

To require the Securities and Exchange Commission to revise certain thresholds related to smaller reporting companies, accelerated filers, and large accelerated filers, and for other purposes.

Smaller reporting company, accelerated filer, and large accelerated filer thresholds

(a)

Smaller reporting companies

(1)

In general

The Securities and Exchange Commission shall revise the definition of a smaller reporting company under section 229.10(f)(1) of title 17, Code of Federal Regulations—

(A)

in paragraph (i), by adjusting the public float threshold from $250,000,000 to $500,000,000; and

(B)

in paragraph (ii)—

(i)

by adjusting the annual revenue threshold from $100,000,000 to $250,000,000; and

(ii)

in paragraph (B), by adjusting the public float threshold from $700,000,000 to $900,000,000.

(2)

Use of three-year rolling average revenues

The Securities and Exchange Commission shall revise paragraphs (1)(ii) and (2)(iii)(B) under the definition of smaller reporting company under section 229.10(f)(1) of title 17, Code of Federal Regulations, by substituting three-year rolling average revenues for annual revenues.

(3)

Conforming changes

The Securities and Exchange Commission shall revise the definition of a smaller reporting company under sections 230.405 and 240.12b–2 of title 17, Code of Federal Regulations, and any other rule of the Commission in the same manner as such definition is revised under paragraphs (1) and (2).

(b)

Accelerated filers and large accelerated filers

(1)

Large accelerated filer

The Securities and Exchange Commission shall revise the definition of a large accelerated filer under section 240.12b–2(2) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) from $700,000,000 to $750,000,000.

(2)

Threshold to exit accelerated filer status

The Securities and Exchange Commission shall revise section 240.12b–2(3)(ii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer an accelerated filer from $60,000,000 to $75,000,000.

(3)

Threshold to exit large accelerated filer status

The Securities and Exchange Commission shall revise section 240.12b–2(3)(iii) of title 17, Code of Federal Regulations, to increase the threshold amount (for the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of an issuer) at which an issuer is no longer a large accelerated filer from $560,000,000 to $750,000,000.

(4)

Exclusion of smaller reporting companies

The Securities and Exchange Commission shall revise the definitions of an accelerated filer and a large accelerated filer under paragraphs (1) and (2) of section 240.12b–2 of title 17, Code of Federal Regulations, respectively, to exclude any issuer that is a smaller reporting company, as defined under section 229.10(f)(1) of title 17, Code of Federal Regulations.