H.R. 2793 – Reading Mode

IIB

118th CONGRESS

1st Session

H. R. 2793

IN THE SENATE OF THE UNITED STATES

June 6, 2023

Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs

AN ACT

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.

Short title

This Act may be cited as the Encouraging Public Offerings Act of 2023.

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.

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 (4); 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 a follow-on offering, 48 hours before the effective date of such registration statement.

(2)

Follow-on offering defined

In this subsection, the term follow-on offering means an offering by an issuer during the 12-month period beginning on the effective date of the initial public offering of the issuer or the 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)).

(3)

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.

Passed the House of Representatives June 5, 2023.

Cheryl L. Johnson,

Clerk.