The U.S. Securities and Exchange Commission announced that its Division of Corporation Finance has expanded the accommodations available to issuers seeking nonpublic staff review of draft registration statements, widening access to the confidential review process used to plan public offerings. The changes broaden the range of registration statement forms that can be submitted as drafts for nonpublic review, and allow reporting companies to use the process regardless of how much time has passed since their initial public offering. Issuers also gain added flexibility to begin the review process earlier by omitting certain underwriter disclosures from initial draft submissions, building on the framework introduced under the JOBS Act and the staff’s 2017 expansion of confidential review accommodations to a wider set of offerings.
U.S. Securities & Exchange Commission 2025-03-03
U.S. Securities and Exchange Commission staff enhances nonpublic review accommodations for draft registration statements
The SEC's Division of Corporation Finance has expanded accommodations for issuers seeking nonpublic staff review of draft registration statements, enhancing access to the confidential review process for public offerings. The changes allow more registration statement forms to be submitted as drafts and permit reporting companies to use the process regardless of the time since their initial public offering. Issuers can also start the review process earlier by omitting certain underwriter disclosures from initial drafts.