The U.S. Securities and Exchange Commission (SEC) is streamlining the process for companies considering public offerings. On march 3, 2025, the SEC’s Division of Corporation Finance announced expanded accommodations allowing issuers to submit draft registration statements for nonpublic review. These changes, effective instantly, have meaningful implications for virtually all securities offerings in the United States, including those related to mergers and acquisitions (M&A) transactions. This move aims to facilitate capital formation by providing companies with greater flexibility while maintaining confidentiality during the early stages of exploring public offerings.

The enhanced accommodations broaden the types of forms eligible for confidential submission and permit reporting companies to submit draft registration statements irrespective of the time elapsed since their initial public offering (IPO). Moreover, companies now have the option to initiate the SEC review process earlier by omitting certain underwriter disclosures from their initial submissions. By submitting a registration statement confidentially, a company can begin the SEC review process and receive initial feedback from the Staff before publicly disclosing a planned offering. Previous expansions of the draft registration statement process have been well-received, and market participants anticipate these enhanced accommodations will be similarly welcomed by issuers, underwriters, and other stakeholders.

Dr. Anya Sharma, a leading expert in securities law and capital markets, noted the significance of these changes. “The SEC’s move is indeed important, representing a considerable evolution, not just incremental tweaking, in the process for companies preparing for initial public offerings (IPOs) and other securities offerings,” Dr. sharma stated.”in essence, the SEC has considerably broadened the circumstances under which companies can submit draft registration statements confidentially for review. This allows them to receive valuable feedback from the SEC staff before publicly revealing their plans, minimizing the risk of premature market reactions and allowing for more strategic planning. This is a considerable shift from previous limitations.”

Key Enhancements to Draft registration Statement Submissions

Omission of Underwriter Names from Initial Submissions

The SEC Staff will now permit issuers to omit the names of underwriters from their initial draft registration statement submissions, even when such data is typically required by Items 501 and 508 of Regulation S-K under the Securities Act of 1933. This adjustment reverts to the Staff’s pre-2020 position, prior to the COVID-19 pandemic when a surge in filings prompted the Staff to require underwriter names in all submissions.

While this accommodation applies to both IPOs and subsequent offerings, it is indeed limited to the initial draft registration statement submission. Subsequent amendments to the draft registration statement and public filings must include the names of the underwriters. this change is notably beneficial for issuers pursuing underwritten offerings who have not yet finalized their underwriting syndicate but wish to commence the review process.

Dr. Sharma highlighted the benefit of this change: “Previously, even in initial drafts, underwriter names were mandatory.Now, issuers can omit them from their initial submissions, a crucial benefit for companies still finalizing their underwriting syndicates. This gives firms more flexibility in the early stages of their process.”

Unlimited Timeframe for Post-IPO Registration Statement Submissions

Previously, newly public companies could only make confidential nonpublic submissions of registration statements within the 12-month period following their IPO. After this period, any subsequent registration statement had to be filed publicly.

Now, the Staff will accept for nonpublic review a subsequent draft registration statement for any offering of securities under the Securities Act or registration of a class of securities under either Section 12(b) or section 12(g) of the Securities Exchange Act of 1934, irrespective of how much time has passed as the issuer became subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. This provides considerably more flexibility for companies accessing the capital markets after their initial listing.

Notably the Staff’s nonpublic review is limited to the initial submission. Issuers responding to staff comments or filing an amendment to the registration statement must do so publicly, not with a revised draft registration statement.

According to Dr. Sharma, “The previous 12-month post-IPO window for confidential submissions has been removed. Companies can now confidentially submit draft registration statements for subsequent offerings irrespective of the time elapsed as their IPO. This dramatically increases flexibility for companies seeking to raise further capital.”

Expanded Use in De-SPAC transactions

Building on previous announcements, the Staff has begun permitting issuers to submit registration statements for de-SPAC transactions for nonpublic review in all transaction structures. This includes “SPAC-on-top” structures where the SPAC survives as the public company, provided the target company is eligible to submit a draft registration statement.

Dr. Sharma noted that “The SEC has clarified and expanded the allowance for confidential submissions applied to de-SPAC transactions,particularly SPAC-on-top structures. This reduces uncertainty and speeds up the process for these complex transactions.”

Non-Public Review of Exchange Act Registration Statements

The Staff has broadened the availability of the nonpublic review process for the initial registration of a class of securities under the Exchange act to include Forms 10, 20-F, or 40-F filed to register a class of securities under Exchange Act Section 12(g). This change puts Exchange Act Section 12(g) registrations on par with Securities Act registrations and Exchange Act Section 12(b) registrations.

Dr.Sharma explained that “Confidential submission is now extended to exchange Act filings (Forms 10, 20-F, and 40-F), providing similar benefits to companies registering securities under Section 12(g) as given to those under Section 12(b). This brings more equity in the processing across various scenarios.”

Important Practice Considerations

Substantially Complete Draft Registration Statements

Issuers shoudl ensure that their draft registration statements are “substantially complete” when filed. Consistent with previous Staff accommodations for issuers that are not emerging Growth Companies (“EGCs”), issuers may omit financial information if they reasonably believe it will not be required at the time of public filing. EGCs may continue to omit financial information if they reasonably believe it will not be required at the time of the offering.

Cover Letter Requirements

Issuers submitting a confidential draft registration statement for

SEC Revolutionizes Public Offerings: Confidential Draft Registration Statements – A Game Changer for Businesses

Is the recent SEC expansion of confidential draft registration statement submissions truly a game-changer for companies navigating the complex world of public offerings? The answer, according to leading securities law expert Dr. Anya Sharma, is a resounding yes.

Interview with Dr. Anya Sharma, Securities Law Expert

World-Today-News: Dr. Sharma, the SEC’s recent changes regarding confidential draft registration statements have sent ripples through the financial world.Can you break down the key enhancements for our readers?

Dr. Sharma: Absolutely. Thes aren’t just incremental tweaks; they represent a significant evolution in how companies approach initial public offerings (ipos) and other securities offerings. The SEC has dramatically broadened the circumstances under which companies can confidentially submit draft registration statements for review. This allows them to receive valuable feedback from the SEC staff before publicly revealing their plans, minimizing the risk of premature market reactions and enabling far more strategic planning.

World-Today-News: Let’s delve into these specific enhancements. One significant change allows the omission of underwriter names from initial submissions. How impactful is this change?

dr. Sharma: This is a major shift. Previously, even in initial drafts, underwriter names were mandatory. Now, issuers can omit them from their initial submissions—a crucial benefit for companies still finalizing their underwriting syndicates. This gives firms more versatility in the early stages of their process, streamlining the IPO timeline and reducing pressure during negotiations with potential underwriters. This flexibility also notably applies to both initial public offerings (IPOs) and follow-on offerings.

World-Today-News: The timeframe for post-IPO registration statement submissions has also changed significantly.Can you elaborate on the implications of this change?

Dr.Sharma: Previously, newly public companies had a narrow 12-month window for confidential submissions post-IPO.Now, that restriction is gone.Companies can confidentially submit draft registration statements for subsequent offerings regardless of how much time has passed as their IPO. This dramatically increases flexibility for companies seeking to raise further capital,allowing for more spontaneous and strategic funding rounds as needed.

World-Today-News: De-SPAC transactions have also been impacted. How have these changes affected the process for de-SPACs?

Dr. Sharma: The SEC has clarified and significantly expanded the allowance for confidential submissions in de-SPAC transactions, especially for “SPAC-on-top” structures where the SPAC remains the public company. This reduces uncertainty and speeds up the process for these famously complex transactions, making the entire process more efficient and predictable.

World-Today-News: how have the changes broadened the availability of nonpublic review for Exchange Act registration statements?

Dr. Sharma: The SEC has extended confidential submission to Exchange Act filings (Forms 10, 20-F, and 40-F), providing similar benefits to companies registering securities under Section 12(g) as those under Section 12(b). This creates greater equity in the processing of various registration types, simplifying the process for a broader range of companies.

World-Today-News: What are some key practical considerations for companies looking to leverage these new rules?

Dr. Sharma: Issuers should ensure their draft registration statements are “substantially complete” when filed. This means addressing all anticipated data requirements. Also, remember that cover letter requirements also exist and need careful attention during the submission process. It’s vital to stay fully informed about all aspects of recent rule changes to benefit fully from these enhanced confidential submission options.

World-Today-News: Dr. Sharma, thank you for providing this insightful overview of the SEC’s significant changes to confidential draft registration statements. These updates clearly represent a substantial enhancement in the regulatory landscape,offering businesses greater flexibility and opportunities within the public markets.

Key Takeaways:

Increased Flexibility: Companies gain significantly more flexibility in planning and executing public offerings.

Reduced Risk: Confidential submission minimizes the risk of premature market reactions.

Streamlined Process: The entire process becomes more efficient and less burdensome.

Expanded Eligibility: A wider range of companies and transaction types now qualify for confidential submissions.

what are your thoughts on these landmark changes? Share your perspective in the comments below or join the conversation on social media!