IIB 
118TH CONGRESS 
1ST SESSION H. R. 2793 
IN THE SENATE OF THE UNITED STATES 
JUNE 6, 2023 
Received; read twice and referred to the Committee on Banking, Housing, and 
Urban Affairs 
AN ACT 
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. 
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. SHORT TITLE. 
This Act may be cited as the ‘‘Encouraging Public 
Offerings Act of 2023’’. 
SEC. 2. EXPANDING TESTING THE WATERS. 
Section 5(d) of the Securities Act of 1933 (15 U.S.C. 
77e(d)) is amended— 
(1) by striking ‘‘Notwithstanding’’ and insert-
ing the following: 
‘‘(1) IN GENERAL.—Notwithstanding’’; 
(2) by striking ‘‘an emerging growth company 
or any person authorized to act on behalf of an 
emerging growth company’’ and inserting ‘‘an issuer 
or any person authorized to act on behalf of an 
issuer’’; and 
(3) by adding at the end the following: 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the engaging in oral 
or written communications described under 
paragraph (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), 
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the Commission shall submit to Congress a re-
port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
SEC. 3. CONFIDENTIAL REVIEW OF DRAFT REGISTRATION 
STATEMENTS. 
Section 6(e) of the Securities Act of 1933 (15 U.S.C. 
77f(e)) is amended— 
(1) in the heading, by striking ‘‘EMERGING 
GROWTH COMPANIES’’ and inserting ‘‘CONFIDEN-
TIAL REVIEW
OF DRAFT REGISTRATION STATE-
MENTS’’; 
(2) by redesignating paragraph (2) as para-
graph (4); and 
(3) by striking paragraph (1) and inserting the 
following: 
‘‘(1) IN GENERAL.—Any issuer may, with re-
spect to an initial public offering, initial registration 
of a security of the issuer under section 12(b) of the 
Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), 
or follow-on offering, confidentially submit to the 
Commission a draft registration statement, for con-
fidential nonpublic review by the staff of the Com-
mission prior to public filing, provided that the ini-
tial confidential submission and all amendments 
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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; 
‘‘(B) in the case of an initial registration 
of a security of the issuer under such section 
12(b), 10 days before listing on an exchange; or 
‘‘(C) in the case of a follow-on offering, 48 
hours before the effective date of such registra-
tion statement. 
‘‘(2) 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 registration of a se-
curity of the issuer under section 12(b) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78l(b)). 
‘‘(3) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—The Commission may 
promulgate regulations, subject to public notice 
and comment, to impose such other terms, con-
ditions, or requirements on the submission of 
draft registration statements described under 
this subsection by an issuer other than an 
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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.’’. 
Passed the House of Representatives June 5, 2023. 
Attest: 
CHERYL L. JOHNSON, 
Clerk. 
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