On March 3, the U.S. Securities and Exchange Commission's Division of Corporation Finance announced significant enhancements to the accommodations available for issuers confidentially submitting draft registration statements. These changes, effective immediately, are designed to facilitate capital formation without diminishing investor protection.
The new enhanced accommodations include:
- "Permitting issuers to submit draft registration statements regardless of how much time has passed since they become subject to" Exchange Act reporting requirements;
- "Expanding the availability of the nonpublic review process for a de-SPAC transaction";
- "Permitting issuers to omit the name of the underwriter(s) from their initial draft registration statement submissions"; and
- "Expanding the availability of the nonpublic review process … to include both Section 12(b) and Section 12(g) registration statements on Forms 10, 20-F, or 40-F."[1]
We believe that the enhancements will be immediately impactful for issuers seeking to access the public capital markets. The enhanced accommodations should provide issuers, particularly those that do not have the benefit of well-known issuer status, with greater flexibility to explore and plan public offerings.
