IB 
Union Calendar No. 67 
118TH CONGRESS 
1ST SESSION H. R. 2793 
[Report No. 118–90] 
To amend the Securities Act of 1933 to expand the ability to use testing 
the waters and confidential draft registration submissions, and for other 
purposes. 
IN THE HOUSE OF REPRESENTATIVES 
APRIL 20, 2023 
Mrs. WAGNER (for herself and Mr. MEEKS) introduced the following bill; 
which was referred to the Committee on Financial Services 
JUNE 5, 2023 
Additional sponsors: Mr. NICKEL, Mr. TORRES of New York, and Mr. 
LAWLER 
JUNE 5, 2023 
Reported with an amendment, committed to the Committee of the Whole 
House on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on April 20, 2023] 
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A BILL 
To amend the Securities Act of 1933 to expand the ability 
to use testing the waters and confidential draft registra-
tion submissions, and for other purposes. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Encouraging Public Of-
ferings Act of 2023’’. 
SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDEN-
TIAL SUBMISSIONS. 
The Securities Act of 1933 (15 U.S.C. 77a et seq.) is 
amended— 
(1) in section 5(d) (15 U.S.C. 77e(d))— 
(A) by striking ‘‘Notwithstanding’’ and in-
serting the following: 
‘‘(1) IN GENERAL.—Notwithstanding’’; 
(B) by striking ‘‘an emerging growth com-
pany or any person authorized to act on behalf 
of an emerging growth company’’ and inserting 
‘‘an issuer or any person authorized to act on be-
half of an issuer’’; and 
(C) by adding at the end the following: 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) REGULATIONS.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, condi-
tions, or requirements on the engaging in oral or 
written communications described under para-
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graph (1) by an issuer other than an emerging 
growth company as the Commission determines 
appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’; and 
(2) in section 6(e) (15 U.S.C. 77f(e))— 
(A) in the heading, by striking ‘‘EMERGING 
GROWTH COMPANIES’’ and inserting ‘‘DRAFT 
REGISTRATION STATEMENTS’’; 
(B) by redesignating paragraph (2) as 
paragraph (4); and 
(C) by striking paragraph (1) and inserting 
the following: 
‘‘(1) PRIOR TO INITIAL PUBLIC OFFERING.—Any 
issuer, prior to its initial public offering date, may 
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 15 days before the date on 
which the issuer conducts a road show, as defined in 
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section 230.433(h) of title 17, Code of Federal Regula-
tions, or, in the absence of a road show, at least 15 
days prior to the requested effective date of the reg-
istration statement. 
‘‘(2) WITHIN 1 YEAR AFTER INITIAL PUBLIC OF-
FERING OR EXCHANGE REGISTRATION.—Any issuer, 
within the 1-year period following its initial public 
offering or its registration of a security under section 
12(b) of the Securities Exchange Act of 1934 (15 
U.S.C. 78l(b)), may confidentially submit to the Com-
mission a draft registration statement, for confiden-
tial nonpublic review by the staff of the Commission 
prior to public filing, provided that the initial con-
fidential submission and all amendments thereto shall 
be publicly filed with the Commission not later than 
15 days before the date on which the issuer conducts 
a road show, as defined in section 230.433(h) of title 
17, Code of Federal Regulations, or, in the absence of 
a road show, at least 15 days prior to the requested 
effective date of the registration statement. 
‘‘(3) ADDITIONAL REQUIREMENTS.— 
‘‘(A) REGULATIONS.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, condi-
tions, or requirements on the submission of draft 
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registration statements described under this sub-
section by an issuer other than an emerging 
growth company as the Commission determines 
appropriate. 
‘‘(B) REPORT TO CONGRESS.—Prior to any 
rulemaking described under subparagraph (A), 
the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
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Union Calendar No. 67 
118TH CONGRESS 
1ST SESSION 
H. R. 2793 
[Report No. 118–90] 
A BILL 
To amend the Securities Act of 1933 to expand the 
ability to use testing the waters and confidential 
draft registration submissions, and for other pur-
poses. 
JUNE 5, 2023 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
VerDate Sep 11 2014 
01:47 Jun 06, 2023
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PO 00000
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