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ARTICLE · 26 MAY 2025

SEC Expands Nonpublic Review Process For Draft Registration Statements

The SEC's Division of Corporation Finance has introduced expanded accommodations for issuers submitting draft registration statements for nonpublic review.

United StatesCorporate/Commercial Law

Key Takeaways:

  • SEC expands nonpublic review to include Section 12(g) registrations and de-SPAC transactions, increasing flexibility for issuers.
  • Issuers can now submit draft registration statements any time after an IPO, removing the previous one-year restriction.
  • Underwriters' names can be omitted from initial draft filings, but disclosure is required in later public submissions.

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Key Changes to SEC's Nonpublic Review Process You Need to Know

The SEC's Division of Corporation Finance has introduced expanded accommodations for issuers submitting draft registration statements for nonpublic review. These updates provide greater flexibility for you, while still maintaining regulatory oversight. Key changes include:

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