Sponsors (6)
The bill expands confidential IPO testing and draft review to all issuers to lower frictions for companies going public, but it risks delaying public disclosure and creating opportunities for larger issuers to gain short-term informational advantages, with modest procedural safeguards via SEC reporting to Congress.
Small and midsize issuers (and other companies) can confidentially test investor interest and submit draft registration statements, making IPO preparation more flexible and potentially lowering time and out-of-pocket costs for going-public transactions.
Taxpayers and the public gain greater procedural transparency and legislative oversight because the SEC must report its findings to Congress before issuing new rules that would limit these issuer privileges.
Retail investors and the public may get materially later disclosure because expanding testing-the-waters and confidential review to all issuers can delay information release (potentially until ~15 days before roadshows), and larger firms could exploit that timing to create short-term market opacity or insider advantages.
Issuers—particularly small businesses and financial firms—could face higher compliance costs and greater uncertainty if the SEC, after reporting to Congress, attaches additional conditions or requirements when exercising its new authority.
Based on analysis of 2 sections of legislative text.
Expands SEC "testing the waters" and confidential draft-registration review from emerging growth companies to all issuers, adds 15-day public-filing deadlines and requires SEC reports to Congress before new rules for non-EGC issuers.
Official title: Amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes.
Introduced June 4, 2026 by Theodore Paul Budd · Last progress June 4, 2026
Expands two Securities Act safe harbors that previously applied only to "emerging growth companies" so they apply to any issuer. It allows any issuer to "test the waters" with prospective investors and to make confidential draft registration submissions to the SEC before an IPO, subject to a 15-day public-filing deadline tied to the road show or effective date and to possible additional conditions the SEC may later adopt after reporting findings to Congress. The bill adds procedural checks: the SEC must first submit a report with findings to Congress before initiating notice-and-comment rulemaking that would impose extra conditions on non-emerging growth issuers using these processes. It thereby broadens access to pre-IPO communications and confidential review while creating timing rules and pre-rulemaking reporting requirements for additional SEC restrictions.