HR 3381
Encouraging Public Offerings Act of 2025
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Bill overview
This bill, the Encouraging Public Offerings Act of 2025, aims to make it easier for companies to raise capital by expanding the ways they can communicate with potential investors and share preliminary information with the Securities and Exchange Commission. Specifically, it broadens the use of ‘test the waters’ procedures, allowing more issuers to gauge investor interest before formally filing a registration statement. It also allows companies to submit confidential drafts of their registration statements for review by the SEC prior to public release.
Key provisions
- Expands ‘test the waters’ procedures to all issuers, not just emerging growth companies.
- Allows issuers to submit confidential draft registration statements to the SEC for review.
- Sets deadlines for publicly filing confidential draft registration statements after initial submission.
Who is affected
- Issuers of securities
- Potential investors
- The Securities and Exchange Commission
Notable changes
- Broadens the scope of ‘test the waters’ rules.
- Introduces a mechanism for confidential SEC review of draft registration statements.
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119th CONGRESS — 1st Session
H. R. 3381
IN THE HOUSE OF REPRESENTATIVES
A BILL
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.
This Act may be cited as the Encouraging Public Offerings Act of 2025
.
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
.
Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is amended—
Emerging Growth Companiesand inserting
Confidential review of draft registration statements; and
by striking paragraph (1) and inserting the following:
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.