119-hr3381

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3381 Referred in Senate

    (RFS) ]

<DOC>
119th CONGRESS
 1st Session
 H. R. 3381

_______________________________________________________________________

 IN THE SENATE OF THE UNITED STATES

 June 24, 2025

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.

 Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

 This Act may be cited as the ``Encouraging Public Offerings Act of 
2025''.

SEC. 2. 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.''.

SEC. 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'';

    (2) by redesignating paragraph

    (2) as paragraph

    (3) ; 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 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.
 ``

    (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 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 23, 2025.

 Attest:

 KEVIN F. MCCUMBER,

 Clerk.