H.R. 3381
119th CONGRESS 1st Session
To amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes.
IN THE HOUSE OF REPRESENTATIVES · May 14, 2025 · Sponsor: Mrs. Wagner · Committee: Committee on Financial Services
Table of contents
SEC. 1. Short title
- This Act may be cited as the Encouraging Public Offerings Act of 2025.
SEC. 2. Expanding testing the waters
- Section 5(d) of the Securities Act of 1933 () is amended by striking
an emerging growth company or any person authorized to act on behalf of an emerging growth companyand insertingan issuer or any person authorized to act on behalf of an issuer. 15 U.S.C. 77e(d)
SEC. 3. Confidential review of draft registration statements
- Section 6(e) of the Securities Act of 1933 () is amended— 15 U.S.C. 77f(e)
- in the heading, by striking and inserting ; and
- (1) In general
- Any issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (), or follow-on offering, 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— 15 U.S.C. 78l(b)
- in the case of an initial public offering, 10 days before the effective date of such registration statement;
- in the case of an initial registration of a security of the issuer under such section 12(b), 10 days before listing on an exchange; or
- in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement.
- Any issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (), or follow-on offering, 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— 15 U.S.C. 78l(b)
- (1) In general
- by striking paragraph (1) and inserting the following:
- in the heading, by striking and inserting ; and