Expanding Access to Capital Act of 2023

Removed former Title IX (Section 1901) which would have raised the smaller reporting company public float threshold from $250 million to $500 million, the revenue threshold from $100 million to $250 million, switched to a three-year rolling average for revenues, raised the large accelerated filer threshold from $700 million to $750 million, and raised exit thresholds for accelerated and large accelerated filer status.

Removed former Title VI (Section 1601) which would have codified the MiFID No Action Letter by amending the Investment Advisers Act definition of investment adviser to exclude brokers and dealers who receive special compensation for research services from a client required by foreign financial regulatory authority to pay such compensation.

The bill was restructured from 3 divisions (A, B, C) into 7 divisions (A through G). The Helping Angels Lead Our Startups provisions moved from Division B to new Division D; Improving Disclosure for Investors moved from Division A to new Division E; the 403(b) plan enhancement moved from Division C to new Division F; and the closed-end company private fund investment authority moved from Division C to new Division G.

Removed former Section 2703 which would have prohibited the SEC from issuing new filing requirements (including pre- or post-solicitation filing obligations) for general solicitations under Regulation D that were not in effect on the date of enactment.

Section 2602 (DEAL Act, venture capital fund definitions) changed the directive standard from 'to the extent such revisions facilitate capital formation without compromising investor protection' to 'in a manner that facilitates capital formation without compromising investor protection,' making the SEC's obligation more mandatory rather than conditional.