SEC Broadens Confidential Filing Options, What Companies Need to Know

Date：March 4，2025

Source: 

https://www.sec.gov/about/divisions-offices/division-corporation-finance/draft-registration-statement-processing-procedures-expanded

March 3, 2025, SEC announced expanded confidentiality accommodations for draft registration statements to boost capital formation and offer greater flexibility in company financing. The changes broaden which forms and transactions can be reviewed confidentially, and allow more issuers to submit draft registrations for non-public SEC review even after certain milestones or across different offering types. In practice, this means issuers can start confidential review earlier or for a wider range of registrations, with disclosures phased in or updated in later public filings, thereby potentially shortening time to market while maintaining investor protections. The revision marks a continuation of policy evolution following the JOBS Act of 2012 and subsequent regulatory updates, aiming to improve capital formation efficiency while balancing disclosure obligations.

Key Changes:

• Expands the types of forms eligible to be submitted for confidential review;
• Removes the one-year time-based limitation on the use of DRS submissions for offerings following an IPO;
• Provides accommodations for certain de-SPAC transactions; and
• Permit issuers to omit the names of any underwriters from their initial draft registration statement submissions, when otherwise required by Items 501 and 508 of Regulation S-K. This is a sensible accommodation that will allow issuers to commence the SEC staff review and comment process before formally engaging the underwriters and/or before the underwriters have signed off on preliminary diligence matters. Issuers will be required to include the name of the underwriter(s) in subsequent submissions and public filings.

Key Changes From 2012 to 2025