Top Summary
This bill amends Section 12(b) of the Securities Exchange Act of 1934 to adjust the period for which financial statements must be included in registration statements for emerging growth companies, allowing not more than the two preceding years instead of the usual requirement. It also introduces a provision permitting issuers to confidentially submit draft registration statements to the SEC for nonpublic review before public filing, with the requirement that these submissions be publicly filed no later than 10 days before listing on a national securities exchange. The SEC is protected from being compelled to disclose information received under this provision, and such information is deemed confidential under relevant federal statutes.
Original Bill Text:
SEC. 2.Registration statements.
Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)) is amended—
(1) in paragraph (1)(K), by striking “years,” and inserting “years (or, in the case of an emerging growth company, not more than the two preceding years),”; and
(2) by adding at the end the following:
“Any issuer may confidentially submit to the Commission a draft registration statement for confidential nonpublic review by the staff of the Commission prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 10 days before listing on a national securities exchange. Notwithstanding any other provision of this title, the Commission shall not be compelled to disclose any information provided to or obtained by the Commission pursuant to this subsection. For purposes of section 552 of title 5, this subsection shall be considered a statute described in subsection (b)(3)(B) of such section 552. Information described in or obtained pursuant to this subsection shall be deemed to constitute confidential information for purposes of section 24.”.
Passed the House of Representatives June 23, 2025.
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