US Codex
Bill
Notes

H.R. 3381 — what changed

Encouraging Public Offerings Act of 2025

From Introduced in House to Reported in House. 2 sections amended between Introduced in House and Reported in House.

Sec. 2 Expanding testing the waters

changed Section 5(d) of the Securities Act of 1933 (15 U.S.C. 77e(d)) is amended by striking “an emerging growth company or any person authorized to act on behalf of an emerging growth company” and inserting “an issuer or any person authorized to act on behalf of an issuer”.amended—

(1)
added by striking “Notwithstanding” and inserting the following:

added “(1) In general—Notwithstanding”

(2)
added by striking “an emerging growth company or any person authorized to act on behalf of an emerging growth company” and inserting “an issuer or any person authorized to act on behalf of an issuer”; and
(3)
added by adding at the end the following:

added “(2) Additional requirements

added “(A) In general—The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the engaging in oral or written communications described under paragraph (1) by an issuer other than an emerging growth company as the Commission determines appropriate.

added “(B) Report to Congress—Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.”

Sec. 3 Confidential review of draft registration statements

Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is amended—

(1)
changed in the heading, by striking “Emerging Growth Companies” and inserting “Confidential review of draft registration statements”; andstatements”;
(2)
added by redesignating paragraph (2) as paragraph (3); and
(3)
renumbered was (4) by striking paragraph (1) and inserting the following:

“(1) In general—Any issuer may, with respect to an initial public offering, initial registration of a security of the issuer under section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), or follow-on offering, 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—

“(A) in the case of an initial public offering, 10 days before the effective date of such registration statement;

“(B) in the case of an initial registration of a security of the issuer under such section 12(b), 10 days before listing on an exchange; or

added “(C) in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement.

added “(2) Additional requirements

added “(A) In general—The Commission may promulgate regulations, subject to public notice and comment, to impose such other terms, conditions, or requirements on the submission of draft registration statements described under this subsection by an issuer other than an emerging growth company as the Commission determines appropriate.

added “(B) Report to Congress—Prior to any rulemaking described under subparagraph (A), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking.”

removed “(C) in the case of any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement.”