Encouraging Public Offerings Act of 2025 in plain language
1: Short title
This section would let the Act be called the "Encouraging Public Offerings Act of 2025."
Show official text
1. Short title This Act may be cited as the Encouraging Public Offerings Act of 2025 .
2: Expanding testing the waters
This section would amend section 5(d) of the Securities Act of 1933, the law's "testing the waters" provision, by replacing the words "an emerging growth company or any person authorized to act on behalf of an emerging growth company" with "an issuer or any person authorized to act on behalf of an issuer." The effect would be to open up the testing-the-waters authority in section 5(d) to any issuer and any person authorized to act on its behalf, instead of limiting that authority to emerging growth companies and people acting on their behalf.
Show official text
2. Expanding testing the waters Section 5(d) of the Securities Act of 1933 ( 15 U.S.C. 77e(d) ) is amended 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 .
3: Confidential review of draft registration statements
This section would amend section 6(e) of the Securities Act of 1933. It would rename that subsection's heading from "Emerging Growth Companies" to "Confidential review of draft registration statements." It would also replace the current rule in paragraph (1) with a new one: any issuer, not just an emerging growth company, could confidentially submit a draft registration statement to the Securities and Exchange Commission for confidential, nonpublic staff review before the statement is filed publicly. This confidential submission option would be available for an initial public offering, for an initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934, or for a follow-on offering. In every case, the issuer would have to publicly file its initial confidential submission and all amendments to it with the Commission by a deadline that depends on the type of offering: for an initial public offering, no later than 10 days before the registration statement's effective date; for an initial registration under section 12(b), no later than 10 days before the security is listed on an exchange; and for any offering that comes after an initial public offering or after an initial registration under section 12(b), meaning a follow-on offering, no later than 48 hours before the registration statement's effective date.
Show official text
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 ; and (2) 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. .