The ELEVATE Act of 2026 revises Section 12(b) of the Securities Exchange Act of 1934 to (1) clarify and renumber parts of the statute, (2) limit the historical financial-statement window for an emerging growth company to two preceding fiscal years, and (3) authorize any issuer to submit a draft registration statement to the SEC for confidential, nonpublic staff review before a public filing. The bill also requires that the initial confidential submission and any amendments be publicly filed no later than 10 days before the security is listed on a national securities exchange, and it expressly shields that confidential material from disclosure under FOIA and other statutes.
This is a procedural but consequential package: it expands confidential pre-filing review beyond the narrow class of issuers that currently have that option, enshrines a short public-filing deadline tied to listing, and attaches statutory confidentiality protections. For issuers, advisers, exchanges, and regulators, the bill changes the timing and information flow around an offering and raises practical questions about investor access, SEC workload, and how confidentiality will be applied in practice.
At a Glance
What It Does
The bill amends Section 12(b) to (1) reorganize internal numbering, (2) cap required historical financial statements for an emerging growth company at two fiscal years, and (3) create an explicit process allowing any issuer to submit draft registration statements to the SEC for confidential staff review, provided those drafts are publicly filed at least 10 days before listing. It also makes such submissions exempt from disclosure and identifies them as confidential under Exchange Act section 24.
Who It Affects
Companies preparing to register a class of securities for exchange listing—particularly private and pre-IPO issuers—will gain broader access to confidential staff review. Law firms, underwriters, auditors, and exchanges will see shifted timelines; the SEC staff and FOIA requesters also face procedural and resource impacts.
Why It Matters
By expanding confidential pre-filing review to any issuer and setting a tight public-filing deadline tied to listing, the bill can speed and privatize parts of the IPO process while reducing public visibility during critical drafting stages. That alters disclosure dynamics and creates new operational demands on SEC staff and market participants.
More articles like this one.
A weekly email with all the latest developments on this topic.
What This Bill Actually Does
The ELEVATE Act rewrites parts of Section 12(b) of the Exchange Act to do three things in practice. First, it reorganizes and renumbers subsections for clarity, a housekeeping change that also adjusts a specific disclosure sentence so emerging growth companies are limited to reporting financial results for up to two preceding fiscal years.
Second, and most consequentially, it adds a new paragraph authorizing any issuer to submit a draft registration statement to the SEC for confidential, nonpublic review by SEC staff before that registration statement is filed publicly. Third, it sets firm constraints and protections around that confidential-review process: drafts and their amendments must be publicly filed no later than 10 days before the security is listed on a national securities exchange, and the bill states that the Commission cannot be compelled to disclose information provided under this new paragraph and treats that material as confidential for purposes of FOIA and Exchange Act confidentiality rules.
Operationally, the confidential submission is designed to let issuers get SEC staff comments and resolve technical disclosure issues while limiting public exposure during drafting. The public-filing deadline ties the confidentiality window to the commercial event of listing, not to a calendar date, which compresses the period in which the public lacks access to the registration statement.
The statutory FOIA carve-out and the explicit statement that the material is confidential remove ambiguity about whether such drafts can be obtained through public records requests.For registrants and their advisers, the bill preserves the familiar mechanics of staff review—comments, redlines, and amendments—but extends that route to issuers that previously could not submit drafts confidentially. For the SEC, the bill creates a predictable legal posture (confidentiality and non-disclosure) but also adds potentially significant review workload.
For investors and public-interest monitors, the trade-off is clearer: earlier, nonpublic engagement with the SEC in exchange for a later public filing date tied close to listing.
The Five Things You Need to Know
The bill amends Section 12(b) of the Securities Exchange Act of 1934 to reorganize paragraph and subparagraph numbering and wording.
For an emerging growth company, the registration must include financial statements for not more than the two preceding fiscal years.
Any issuer may submit a draft registration statement to the SEC for confidential, nonpublic staff review before publicly filing that statement.
The initial confidential submission and all confidential amendments must be publicly filed with the Commission not later than 10 days before the applicable security is listed on a national securities exchange.
The bill bars compelling the Commission to disclose information submitted under this confidential-review process and designates that material as confidential for purposes of FOIA and Exchange Act section 24.
Section-by-Section Breakdown
Every bill we cover gets an analysis of its key sections.
Short title
Designates the act as the "Encouraging Local Emerging Ventures and Economic Growth Act of 2026" or the "ELEVATE Act of 2026." Procedural but important because future references to the statutory changes will use this short title in legislative history and agency materials.
Reformats Section 12(b)
The bill redesignates existing subparagraphs and clauses within Section 12(b) to create a clearer numbered structure. That change is mainly organizational, but it also adjusts cross-references inside the statute (for example, replacing a previous paragraph reference with a clause reference). Practitioners should update statutory citations used in disclosure documents, internal policies, and compliance manuals to reflect the new numbering.
Limits EGC financial statements to two prior fiscal years
The amendment changes one clause to specify that an emerging growth company need include financial statements for not more than the two preceding fiscal years. That formally caps the look-back period in the registration statement and aligns the statutory language with a two-year standard; entities identifying as emerging growth companies should confirm their disclosure templates and audit schedules match this requirement.
Creates a statutory confidential pre-filing review process for any issuer
This new paragraph authorizes any issuer to confidentially submit a draft registration statement to the SEC for nonpublic staff review before public filing. It requires that the initial confidential submission and all amendments be publicly filed no later than 10 calendar days before the security is listed on a national securities exchange. The provision also instructs that the Commission is not compelled to disclose information provided under the paragraph, treats the paragraph as a statute fitting into the FOIA exemption framework, and deems the information confidential under Exchange Act section 24. Practically, the clause expands confidential staff-review mechanics that have existed in practice for limited classes of issuers and places statutory limits on disclosure and timing.
This bill is one of many.
Codify tracks hundreds of bills on Finance across all five countries.
Explore Finance in Codify Search →Who Benefits and Who Bears the Cost
Every bill creates winners and losers. Here's who stands to gain and who bears the cost.
Who Benefits
- Pre-IPO issuers and private companies: They gain broader access to confidential SEC staff review, allowing earlier technical feedback on disclosure and potentially fewer surprises at public filing.
- Law firms and underwriting teams: Counsel and syndicates can conduct more candid drafting and negotiation with the SEC before public disclosure, reducing market-facing revision cycles.
- Emerging growth companies specifically: The explicit two‑year financial-history cap reduces the historical audit burden and simplifies preparatory work for qualifying emerging growth companies.
Who Bears the Cost
- SEC staff and the Commission: The statutory authorization expands the pool of confidential submissions, which will increase staff review workload and may require resource reallocation or new procedures.
- Investors and public-interest requesters: FOIA protection and a 10‑day pre-listing public-filing rule shorten the window in which the public can review offering documents, potentially increasing information asymmetry.
- Market surveillance and enforcement teams: Compressing public filing close to listing complicates real-time surveillance and may leave less time to detect and act on disclosure problems before trading begins.
Key Issues
The Core Tension
The central tension is between speeding and privatizing the technical review of registration statements to facilitate capital formation, and preserving public transparency and regulatory oversight; the bill makes the former easier but does so by narrowing public access and increasing demands on SEC resources, producing trade-offs that regulators, markets, and investors will have to manage in practice.
The bill balances capital-formation efficiency against transparency by expanding confidential review while mandating a short public-filing deadline tied to listing. That deadline raises practical issues: 10 days between public filing and listing is a narrow window for market participants, sell-side analysis, and exchange review—especially for complex offerings or for issuers with novel disclosures.
The statutory FOIA carve-out and the declaration that material is confidential remove a layer of legal uncertainty but also restrict public oversight and third-party ability to evaluate draft disclosures during the critical pre-listing period. Another implementation question is how this process will interact with existing SEC rules and staff guidance that govern comment letters, informal communications, and the mechanics of effectiveness or qualification of registration statements.
The bill also creates administrative strains at the SEC. Allowing any issuer to use confidential submission could significantly increase the volume of draft filings the staff must process.
Without accompanying appropriations or procedural standards (for example, limits on rounds of confidential amendment or filing fees tied to staff time), the provision risks delays or uneven application. Finally, the statutory language does not fully resolve edge cases—direct listings, cross‑border offerings, or situations where a security is listed on multiple exchanges raise questions about when the 10‑day clock starts and which 'applicable security' governs confidentiality and public-filing obligations.
Try it yourself.
Ask a question in plain English, or pick a topic below. Results in seconds.