The U.S. Securities and Exchange Commission (SEC) has announced an expansion of its nonpublic review process for issuers submitting draft registration statements, aiming to provide greater flexibility while maintaining investor protections.
Key Changes Under the New Policy:
Expanded Eligibility – Issuers can now submit Exchange Act registration statements (Forms 10, 20-F, 40-F) under Sections 12(b) and 12(g) for nonpublic review.
Extended Timeline Flexibility – Issuers may now utilize nonpublic review at any time, regardless of how long they have been subject to SEC reporting requirements.
De-SPAC Transactions – Special Purpose Acquisition Companies (SPACs) surviving a merger can submit draft filings if the target company qualifies.
Underwriter Name Exemption – Issuers can omit underwriter details from initial draft submissions, with disclosure required in later filings.
Enhancing Capital Formation & Market Efficiency
The SEC’s move is designed to streamline the registration process, allowing companies to prepare filings confidentially before making them public. The flexibility is expected to benefit new issuers, foreign private issuers, and SPACs, facilitating capital formation while upholding transparency and compliance standards.
To find out more details please visit : https://www.sec.gov//