This bill provides statutory authority for certain requirements related to registration statements submitted to the Securities and Exchange Commission (SEC).
First, the bill allows under statute an emerging growth company to submit profit and loss statements from the previous two years, rather than the previous three years as is required of other reporting companies. In addition, the bill allows under statute any issuer of securities to submit a draft registration statement to the SEC for confidential review prior to a public filing.
[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3301 Introduced in House (IH)]
<DOC>
119th CONGRESS
1st Session
H. R. 3301
To amend the Securities Exchange Act of 1934 to specify certain
registration statement contents for emerging growth companies, to
permit issuers to file draft registration statements with the
Securities and Exchange Commission for confidential review, and for
other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
May 8, 2025
Mr. Nunn of Iowa (for himself and Ms. Bynum) introduced the following
bill; which was referred to the Committee on Financial Services
_______________________________________________________________________
A BILL
To amend the Securities Exchange Act of 1934 to specify certain
registration statement contents for emerging growth companies, to
permit issuers to file draft registration statements with the
Securities and Exchange Commission for confidential review, and for
other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. REGISTRATION STATEMENTS.
Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C.
78l(b)) is amended--
(1) in paragraph (1)(K), by striking ``years,'' and
inserting ``years (or, in the case of an emerging growth
company, not more than the two preceding years),''; and
(2) by adding at the end the following:
``Any issuer may 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 10 days before listing on a
national securities exchange. Notwithstanding any other provision of
this title, the Commission shall not be compelled to disclose any
information provided to or obtained by the Commission pursuant to this
subsection. For purposes of section 552 of title 5, this subsection
shall be considered a statute described in subsection (b)(3)(B) of such
section 552. Information described in or obtained pursuant to this
subsection shall be deemed to constitute confidential information for
purposes of section 24.''.
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Introduced in House
Introduced in House
Referred to the House Committee on Financial Services.
Committee Consideration and Mark-up Session Held
Ordered to be Reported (Amended) by the Yeas and Nays: 50 - 1.
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-121.
Reported (Amended) by the Committee on Financial Services. H. Rept. 119-121.
Placed on the Union Calendar, Calendar No. 91.
Mrs. Wagner moved to suspend the rules and pass the bill, as amended.
Considered under suspension of the rules. (consideration: CR H2871-2872)
DEBATE - The House proceeded with forty minutes of debate on H.R. 3301.
Passed/agreed to in House: On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2871)
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On motion to suspend the rules and pass the bill, as amended Agreed to by voice vote. (text: CR H2871)
Motion to reconsider laid on the table Agreed to without objection.
Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.