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.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,
Section 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 (15 U.S.C. 77e(d)) is amended—
(1)
by striking Notwithstanding
and inserting the following:
(1) In general
Notwithstanding;
(2)
by striking an emerging growth company or any person authorized to act on behalf of an emerging growth company
and inserting an issuer or any person authorized to act on behalf of an issuer
; and
(3)
by adding at the end the following:
(2) Additional requirements
(A) In general
The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate.
(B) Report to Congress
Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.
Sec. 3. Confidential review of draft registration statements
Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is amended—
(1)
in the heading, by striking Emerging Growth Companies
and inserting Confidential review of draft registration statements
;
(2)
by redesignating paragraph (2) as paragraph (3); and
(3)
by striking paragraph (1) and inserting the following:
(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 (15 U.S.C. 78l(b)), 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—
(A)
in the case of an initial public offering, 10 days before the effective date of such registration statement;
(B)
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
(C)
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.
(2) Additional requirements
(A) In general
The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate.
(B) Report to Congress
Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.