Can You Keep A Secret?

What Happened

The SEC staff recently published new guidance easing restrictions for public offerings:

• Expanding the range of companies that can make confidential submissions of draft registration statements to include:
  • Initial Exchange Act registrants, such as spin-offs or widely-held companies.
  • Seasoned companies, regardless of how much time has passed since their IPOs.
  • De-SPACs, even where the SPAC is the surviving company.
  • Foreign private issuers.
• Permitting companies to start the filing process without having to:
  • Disclose the names of underwriters.
  • Include financial statements that will not be needed in their first public submissions.

Takeaways