SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF 
EMERGING GROWTH COMPANIES. 
Section 6(e)(1) of the Securities Act of 1933 (15 
U.S.C. 77f(e)(1)) is further amended by adding at the end 
the following: ‘‘An issuer that was an emerging growth 
company at the time it filed a confidential registration 
statement for review under this subsection but is no longer 
an emerging growth company shall continue to be treated 
as an emerging growth company for purposes of this sub-
section through the earlier of the date on which the issuer 
consummates its initial public offering pursuant to such 
registration statement or the end of the 1-year period be-
ginning on the date that the company is no longer an 
emerging growth company.’’. 
SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR 
EMERGING GROWTH COMPANIES. 
Section 102 of the Jumpstart Our Business Startups 
Act (Public Law 112–106) is amended by adding at the 
end the following: 
‘‘(d) SIMPLIFIED DISCLOSURE REQUIREMENTS.— 
With respect to an emerging growth company (as such 
term is defined under section 2 of the Securities Act of 
1933): 
‘‘(1) REQUIREMENT TO INCLUDE NOTICE ON 
FORM S–1.—Not later than 30 days after the date 
of enactment of this subsection, the Securities and 
VerDate Sep 11 2014 
04:06 Apr 02, 2015
Jkt 049200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6201
E:\BILLS\H1659.IH
H1659
SSpencer on DSK4SPTVN1PROD with BILLS
Exchange Commission shall revise its general in-
structions on Form S–1 to indicate that a registra-
tion statement filed (or submitted for confidential 
review) by an issuer prior to an initial public offer-
ing may omit financial information for historical pe-
riods otherwise required by regulation S–X (17 
C.F.R. 210.1–01 et seq.) as of the time of filing (or 
confidential submission) of such registration state-
ment, provided that— 
‘‘(A) prior to the issuer distributing a pre-
liminary prospectus to investors, such registra-
tion statement is amended to include all rel-
evant periods required at the date of such 
amendment; and 
‘‘(B) the issuer reasonably believes such fi-
nancial disclosure will no longer be required to 
be included in the Form S–1 at the time of the 
contemplated offering. 
‘‘(2) RELIANCE BY ISSUERS.—Effective 30 days 
after the date of enactment of this subsection, an 
issuer filing a registration statement (or submitting 
the statement for confidential review) utilizing Form 
S–1 may omit financial information for historical pe-
riods otherwise required by regulation S–X (17 
C.F.R. 210.1–01 et seq.) as of the time of filing (or 
VerDate Sep 11 2014 
04:06 Apr 02, 2015
Jkt 049200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6201
E:\BILLS\H1659.IH
H1659
SSpencer on DSK4SPTVN1PROD with BILLS
confidential submission) of such registration state-
ment, provided that prior to the public filing of 
Form S–1, such registration statement is amended 
to include all relevant periods required at the date 
of such amendment.’’. 
SEC. 5. FILING REQUIREMENTS FOR FOLLOW-ON OFFER-
INGS. 
Section 6(e) of the Securities Act of 1933 (15 U.S.C. 
77f(e)) is further amended by adding at the end the fol-
lowing: 
‘‘(3) FOLLOW-ON
OFFERINGS.—An emerging 
growth company may, within 1 year of the com-
pany’s initial public offering, confidentially submit to 
the Commission a draft registration statement for 
any securities to be issued subsequent to its initial 
public offering, for confidential nonpublic review by 
the staff of the Commission prior to publicly filing 
a registration statement, provided that the initial 
confidential submission and all amendments thereto 
shall be publicly filed with the Commission not later 
than 2 days before the date on which the emerging 
growth company issues such securities.’’. 
Æ 
VerDate Sep 11 2014 
04:06 Apr 02, 2015
Jkt 049200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6301
E:\BILLS\H1659.IH
H1659
SSpencer on DSK4SPTVN1PROD with BILLS