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.

IIB 118TH CONGRESS 1ST SESSION H. R. 2610 IN THE SENATE OF THE UNITED STATES JUNE 6, 2023 Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs AN ACT To amend the Securities Exchange Act of 1934 to specify certain registration statement contents for emerging growth companies, to permit issuers to file draft registra- tion statements with the Securities and Exchange Com- mission for confidential review, and for other purposes. VerDate Sep 11 2014 00:51 Jun 07, 2023 Jkt 039200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6652 E:\BILLS\H2610.RFS H2610 kjohnson on DSK79L0C42PROD with BILLS 2 HR 2610 RFS Be it enacted by the Senate and House of Representa- 1 tives of the United States of America in Congress assembled, 2 SECTION 1. REGISTRATION STATEMENTS. 3 Section 12(b) of the Securities Exchange Act of 1934 4 (15 U.S.C. 78l(b)) is amended— 5 (1) in paragraph (1)(K), by striking ‘‘years,’’ 6 and inserting ‘‘years (or, in the case of an emerging 7 growth company, not more than the two preceding 8 years),’’; and 9 (2) by adding at the end the following: 10 ‘‘Any issuer may confidentially submit to the Commission 11 a draft registration statement for confidential nonpublic 12 review by the staff of the Commission prior to public fil- 13 ing, provided that the initial confidential submission and 14 all amendments thereto shall be publicly filed with the 15 Commission not later than 10 days before listing on a na- 16 tional securities exchange. Notwithstanding any other pro- 17 vision of this title, the Commission shall not be compelled 18 to disclose any information provided to or obtained by the 19 Commission pursuant to this subsection. For purposes of 20 section 552 of title 5, this subsection shall be considered 21 a statute described in subsection (b)(3)(B) of such section 22 552. Information described in or obtained pursuant to this 23 VerDate Sep 11 2014 00:51 Jun 07, 2023 Jkt 039200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H2610.RFS H2610 kjohnson on DSK79L0C42PROD with BILLS 3 HR 2610 RFS subsection shall be deemed to constitute confidential infor- 1 mation for purposes of section 24.’’. 2 Passed the House of Representatives June 5, 2023. Attest: CHERYL L. JOHNSON, Clerk. VerDate Sep 11 2014 00:51 Jun 07, 2023 Jkt 039200 PO 00000 Frm 00003 Fmt 6652 Sfmt 6201 E:\BILLS\H2610.RFS H2610 kjohnson on DSK79L0C42PROD with BILLS