SEC Expands Circumstances in Which Issuers Can Submit Draft Registration Statements for Nonpublic Review
May 15, 2025
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.
