SEC Expands Confidential Registration Statement Submission Process

On March 3, 2025, the Staff of the SEC Division of Corporate Finance announced an expansion of the accommodations that allow issuers to confidentially submit draft registration statements (DRSs) for nonpublic review. This is a welcome change that will allow an expanded group of issuers to proceed with a potential offering on a confidential basis—providing critical optionality especially in volatile and uncertain market environments.

Since the enactment of the Jumpstart our Business Startups Act in 2012, emerging growth companies seeking to go public in the US have been permitted to submit confidential draft registration statements and amendments thereto to the SEC. This was expanded to include foreign private issuers and then to all issuers for certain offerings within twelve months of an IPO. The new accommodations further expand the ability to submit confidential filings to include: