H.R. 3135 — RACE Act of 2025

This section establishes a new exemption under Section 3(b)(6) of the Securities Act of 1933 from registration requirements for offerings of additional classes of substantially similar securities (whether preferred, common, or convertible) exempted under Section 3(b)(2), with the offering statement deemed qualified by the SEC upon filing if (1) the additional securities are substantially similar to, and share predefined characteristics with, a previously qualified class issued by the same person; (2) the offering amount for each such class is less than $5 million; and (3) the aggregate offering amount of all such additional classes offered and sold within the prior 12-month period does not exceed the aggregate limit applicable to Section 3(b)(2) offerings within a 12-month period. (Substantially similar securities need not have the same nature or terms.)