Encouraging Public Offerings Act of 2025

119 HR 3381 EH: Encouraging Public Offerings Act of 2025 U.S. House of Representatives text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. IB 119th CONGRESS1st Session H. R. 3381

IN THE HOUSE OF REPRESENTATIVES 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.

1.Short titleThis Act may be cited as the Encouraging Public Offerings Act of 2025.

2.Expanding testing the watersSection 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 generalNotwithstanding; (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 generalThe 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 CongressPrior 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..

3.Confidential review of draft registration statementsSection 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 generalAny 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 generalThe 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 CongressPrior 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.Kevin F. McCumber,Clerk.

119 HR 3381 IH: Encouraging Public Offerings Act of 2025 U.S. House of Representatives 2025-05-14 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. I119th CONGRESS1st SessionH. R. 3381IN THE HOUSE OF REPRESENTATIVESMay 14, 2025Mrs. Wagner (for herself, Mr. Meeks, and Mr. Sessions) introduced the following bill; which was referred to the Committee on Financial ServicesA BILLTo amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes.1.Short titleThis Act may be cited as the Encouraging Public Offerings Act of 2025.2.Expanding testing the watersSection 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 statementsSection 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 generalAny 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..

119 HR 3381 : Encouraging Public Offerings Act of 2025 U.S. House of Representatives 2025-06-24 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. IIB119th CONGRESS1st SessionH. R. 3381IN THE SENATE OF THE UNITED STATESJune 24, 2025Received; read twice and referred to the Committee on Banking, Housing, and Urban AffairsAN ACTTo amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes.1.Short titleThis Act may be cited as the Encouraging Public Offerings Act of 2025.2.Expanding testing the watersSection 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 generalNotwithstanding;(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 generalThe 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 CongressPrior 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..3.Confidential review of draft registration statementsSection 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 generalAny 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 generalThe 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 CongressPrior 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.Kevin F. McCumber,Clerk.

119 HR 3381 RH: Encouraging Public Offerings Act of 2025 U.S. House of Representatives 2025-06-03 text/xml EN Pursuant to Title 17 Section 105 of the United States Code, this file is not subject to copyright protection and is in the public domain. IBUnion Calendar No. 86119th CONGRESS1st SessionH. R. 3381[Report No. 119–116]IN THE HOUSE OF REPRESENTATIVESMay 14, 2025Mrs. Wagner (for herself, Mr. Meeks, and Mr. Sessions) introduced the following bill; which was referred to the Committee on Financial ServicesJune 3, 2025Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printedStrike out all after the enacting clause and insert the part printed in italicFor text of introduced bill, see copy of bill as introduced on May 14, 2025A BILLTo amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes.1.Short titleThis Act may be cited as the Encouraging Public Offerings Act of 2025.2.Expanding testing the watersSection 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 generalNotwithstanding;(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 generalThe 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 CongressPrior 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..3.Confidential review of draft registration statementsSection 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 generalAny 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 generalThe 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 CongressPrior 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..June 3, 2025Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed