The SEC’s Division of Corporate Finance has issued new guidance that expands accommodations for issuers submitting draft registration statements for nonpublic review. These changes build on previous efforts to support capital formation while maintaining investor protection, making it easier for companies to navigate the registration process.
What’s New?
- Expanded Nonpublic Review for Initial Registrations – Now includes Exchange Act Section 12(b) and 12(g) registrations via Forms 10, 20-F, and 40-F.
- No More Time Limits on Draft Submissions – Issuers can submit draft registration statements at any time, regardless of how long they’ve been subject to reporting requirements.
- Greater Flexibility for de-SPAC Transactions – SPACs that survive a business combination can use the nonpublic review process, provided the target meets eligibility requirements.
- Omission of Underwriter Names in Initial Drafts – Companies can now exclude underwriter names in early drafts, as long as they disclose them in later filings.
Why Now?
The SEC continues to evolve its approach to nonpublic reviews. This update aims to align regulatory processes with market needs, providing issuers with greater flexibility in capital formation while maintaining transparency and investor safeguards.
Let DFIN Help You Navigate These Changes
With regulatory landscapes changing, companies should work closely with experienced SEC compliance professionals to ensure a smooth filing process. DFIN’s team of SEC experts helps companies of all sizes create smart and secure reports. Follow along here to stay on top of the SEC’s latest announcements and happenings. Connect with us today to learn how we can support your team.
