I 
117TH CONGRESS 
2D SESSION 
H. R. 9412 
To amend the Securities Act of 1933 to permit issuers to submit draft 
registration statements to the Securities and Exchange Commission for 
confidential review for both initial public offers and follow-on offers, 
to set deadlines for when such statements shall be made public, and 
for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
DECEMBER 2, 2022 
Mr. MCHENRY introduced the following bill; which was referred to the 
Committee on Financial Services 
A BILL 
To amend the Securities Act of 1933 to permit issuers to 
submit draft registration statements to the Securities 
and Exchange Commission for confidential review for 
both initial public offers and follow-on offers, to set 
deadlines for when such statements shall be made public, 
and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. CONFIDENTIAL REVIEW OF DRAFT REGISTRA-
TION STATEMENTS AND DEADLINE FOR FIL-
ING PUBLIC REGISTRATION STATEMENTS. 
(a) SECURITIES ACT OF 1933.—Section 6(e) of the 
Securities Act of 1933 (15 U.S.C. 77f(e)) is amended— 
(1) in the heading of the subsection, by striking 
‘‘EMERGING GROWTH COMPANIES’’ and inserting 
‘‘CONFIDENTIAL REVIEW OF DRAFT REGISTRATION 
STATEMENTS’’; 
(2) by amending paragraph (1) to read as fol-
lows: 
‘‘(1) IN GENERAL.—Any issuer may, with re-
spect to an initial public offering or follow-on offer-
ing, confidentially submit to the Commission a draft 
registration statement, for confidential nonpublic re-
view by the staff of the Commission prior to public 
filing, provided that the initial confidential submis-
sion and all amendments thereto shall be publicly 
filed with the Commission not later than— 
‘‘(A) in the case of an initial public offer-
ing, 10 days before the effective date of such 
registration statement; or 
‘‘(B) in the case of a follow-on offering, 48 
hours before the effective date of such registra-
tion statement.’’; and 
(3) by adding at the end the following: 
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‘‘(3) FOLLOW-ON OFFERING DEFINED.—In this 
subsection, the term ‘follow-on offering’ means an 
offering by an issuer during the 12-month period be-
ginning on the effective date of the initial public of-
fering of the issuer or the initial listing date of the 
issuer on a national securities exchange.’’. 
(b) SECURITIES EXCHANGE ACT OF 1934.—Section 
12 of the Securities Exchange Act of 1934 (15 U.S.C. 78l) 
is amended by adding at the end the following: 
‘‘(m) CONFIDENTIAL REVIEW OF DRAFT REGISTRA-
TION STATEMENTS.— 
‘‘(1) IN GENERAL.—Any issuer may, with re-
spect to a registration required under this section, 
confidentially submit to the Commission a draft reg-
istration 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 10 days before the ef-
fective date of such registration statement. 
‘‘(2) CONFIDENTIALITY.—Notwithstanding any 
other provision of this title, the Commission shall 
not be compelled to disclose any information pro-
vided to or obtained by the Commission pursuant to 
this subsection. For purposes of section 552 of title 
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5, United States Code, this subsection shall be con-
sidered a statute described in subsection (b)(3)(B) 
of such section 552. Information described in or ob-
tained pursuant to this subsection shall be deemed 
to constitute confidential information for purposes of 
section 24(b)(2) of the Securities Exchange Act of 
1934.’’. 
Æ 
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