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SEC Expands Circumstances in Which Issuers Can Submit Draft Registration Statements for Nonpublic Review

Date: 05/15/25

In March of 2025, the Securities and Exchange Commission (the “SEC”) announced that it has expanded the circumstances in which issuers can submit draft registration statements for nonpublic review, a move the SEC believes “can facilitate capital formation, without diminishing investor protection.” The enhanced accommodations relate to: (1) the availability of nonpublic review for issuers filing on Forms 10, 20-F, and 40-F; (2) the period following initial effectiveness during which the nonpublic review process will be available for follow-on offerings; (3) nonpublic review of registration statements relating to “de-SPAC” transactions; and (4) exclusion of the names of underwriters in registration statements submitted for nonpublic review.

CGR Alert - SEC Expands Circumstances in Which Issuers Can Submit Draft Registration Statements for Nonpublic Review.pdf (pdf | 88.61 KB )