H.R. 2608House118th Congress (2023-2025)Passed House

To amend the Federal securities laws to specify the periods for which financial statements are required to be provided by an emerging growth company, and for other purposes.

Introduced April 13, 2023

AI-Generated Summary

Updated January 20, 2026 at 6:13 AM UTC

The bill changes federal securities laws to limit how far back emerging growth companies (EGCs) must provide financial statements. It says EGCs don’t have to include financial statements of any acquired companies for periods earlier than the earliest audited period they present at their initial public offering, and the same relief continues even after they stop being classified as an EGC. The changes apply to both initial offering disclosures and ongoing reporting requirements.

Key Provisions

  • Amends the Securities Act of 1933 to let an emerging growth company skip presenting acquired‑company financial statements for any period before the earliest audited period shown at its IPO, and to keep that exemption after the company is no longer an emerging growth company.
  • Amends the Securities Exchange Act of 1934 to allow an emerging growth company to omit acquired‑company financial statements for periods before the earliest audited period presented in its registration, and to maintain that exemption after it ceases to be an emerging growth company.

Legislative Activity

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12 earlier actions
SenateIntro Referral Latest Action

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

June 6, 2023

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HouseIntro Referral

Introduced in House

April 13, 2023

HouseIntro Referral

Referred to the House Committee on Financial Services.

April 13, 2023

HouseCommittee

Committee Consideration and Mark-up Session Held.

April 26, 2023

HouseCommittee

Ordered to be Reported in the Nature of a Substitute (Amended) by the Yeas and Nays: 41 - 0.

April 26, 2023

HouseCommittee

Reported (Amended) by the Committee on Financial Services. H. Rept. 118-88.

June 5, 2023

HouseCalendars

Placed on the Union Calendar, Calendar No. 65.

June 5, 2023

HouseFloor

Mrs. Wagner moved to suspend the rules and pass the bill, as amended.

June 5, 2023 • 4:44 PM

HouseFloor

Considered under suspension of the rules. (consideration: CR H2723-2725)

June 5, 2023 • 4:44 PM

HouseFloor

DEBATE - The House proceeded with forty minutes of debate on H.R. 2608.

June 5, 2023 • 4:44 PM

HouseFloor

Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2723)

June 5, 2023 • 4:57 PM

HouseFloor

On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2723)

June 5, 2023 • 4:57 PM

HouseFloor

Motion to reconsider laid on the table Agreed to without objection.

June 5, 2023 • 4:57 PM

SenateIntro Referral

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

June 6, 2023

Floor Debate

5 members

What members said about H.R. 2608 on the floor

2 Republicans3 Democrats
Patrick T. McHenry
Rep. Patrick T. McHenryR-NC-10 · Jun 5, 2023

Mr. Speaker, I thank the chair of the Subcommittee on Capital Markets, Mrs. Wagner, for leading our committee Republicans' capital formation agenda on the Financial Services Committee. She has done a…

Josh Gottheimer
Rep. Josh GottheimerD-NJ-5 · Jun 5, 2023

Mr. Speaker, I rise in support of my bipartisan bill, the Senior Security Act, to help protect vulnerable seniors who are being targeted by fraudsters who seek to take financial advantage of them. I…

Brad Sherman
Rep. Brad ShermanD-CA-32 · Jun 5, 2023

Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I do have a question for the chairwoman of our subcommittee. We are taking these bills in a different order than I was told. We…

Ann Wagner
Rep. Ann WagnerR-MO-2 · Jun 5, 2023

Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 2593) to create an interdivisional taskforce at the Securities and Exchange Commission for senior investors, as amended. Mr. Speaker,…

Brad Sherman
Rep. Brad ShermanD-CA-32 · Jun 5, 2023

Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 2608, sponsored by the gentleman from North Carolina. I want to put this bill in context. The first two…

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Ann Wagner
Rep. Ann WagnerR-MO-2 · Jun 5, 2023

Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 2610) to amend the Securities Exchange Act of 1934 to specify certain registration statement contents for emerging growth companies,…

Ann Wagner
Rep. Ann WagnerR-MO-2 · Jun 5, 2023

Mr. Speaker, I move to suspend the rules and pass the bill (H.R. 2608) to amend the Federal securities laws to specify the periods for which financial statements are required to be provided by an…

Patrick T. McHenry
Rep. Patrick T. McHenryR-NC-10 · Jun 5, 2023

Mr. Speaker, I thank Chairwoman Wagner for her great leadership on the committee. Mr. Speaker, I think it has been well-explained about emerging growth companies. We have had a nice discussion here…

Brad Sherman
Rep. Brad ShermanD-CA-32 · Jun 5, 2023

Mr. Speaker, I yield myself such time as I may consume. Mr. Speaker, I rise in support of H.R. 2610, sponsored by the gentleman from North Carolina, the chairman of the Financial Services Committee.…

Sheila Jackson Lee
Rep. Sheila Jackson LeeD-TX-18 · Jun 5, 2023

Mr. Speaker, I rise today in support of H.R. 2593, the Senior Security Act of 2023. This bill establishes the Senior Investor Taskforce within the Securities and Exchange Commission. The taskforce…

Sheila Jackson Lee
Rep. Sheila Jackson LeeD-TX-18 · Jun 5, 2023

Mr. Speaker, I rise today in support of H.R. 2610, which amends the Securities Exchange Act of 1934. This amendment specifies certain registration statement contents for emerging growth companies.…

Sheila Jackson Lee
Rep. Sheila Jackson LeeD-TX-18 · Jun 5, 2023

Mr. Speaker, I rise today to speak on H.R. 2608, a bill to amend the Federal securities laws to specify the periods for which financial statements are required to be provided by an emerging growth…

Bill Text

4 versions available

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Latest
Referred in SenateIssued June 6, 2023

IIB

118th CONGRESS

1st Session

H. R. 2608

IN THE SENATE OF THE UNITED STATES

June 6, 2023

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

To amend the Federal securities laws to specify the periods for which financial statements are required to be provided by an emerging growth company, and for other purposes.


1.

Financial statement reporting requirements for emerging growth companies

(a)

Securities Act of 1933

Section 7(a)(2) of the Securities Act of 1933 (15 U.S.C. 77g(a)(2)) is amended—

(1)

in subparagraph (A), by striking and at the end;

(2)

by redesignating subparagraph (B) as subparagraph (C); and

(3)

by inserting after subparagraph (A) the following:

(B)

need not present acquired company financial statements or information otherwise required under section 210.3-05 or section 210.8-04 of title 17, Code of Federal Regulations, or any successor thereto, for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering and, thereafter, in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer (or acquired company financial statements or information otherwise required under section 210.3-05 or section 210.8-04 of title 17, Code of Federal Regulations, or any successor thereto) for any period prior to the earliest audited period of the emerging growth company presented in connection with its initial public offering; and

.

(b)

Securities Exchange Act of 1934

Section 12(b)(1)(K) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)(1)(K)) is amended by striking firm; and inserting firm, provided that the application of an emerging growth company need not present acquired company financial statements or information otherwise required under section 210.3-05 or section 210.8-04 of title 17, Code of Federal Regulations, or any successor thereto, for any period prior to the earliest audited period of the emerging growth company presented in connection with its application and, thereafter, in no event shall an issuer that was an emerging growth company but is no longer an emerging growth company be required to present financial statements of the issuer (or acquired company financial statements or information otherwise required under section 210.3-05 or section 210.8-04 of title 17, Code of Federal Regulations, or any successor thereto) for any period prior to the earliest audited period of the emerging growth company presented in connection with any application under subsection (b) of this section;.

Passed the House of Representatives June 5, 2023.

Cheryl L. Johnson,

Clerk.