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 2025’’. 
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 inserting 
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, condi-
tions, or requirements on the engaging in oral or 
written communications described under para-
graph (1) by an issuer other than an emerging 
growth company as the Commission determines 
appropriate. 
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‘‘(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.’’. 
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 ‘‘CONFIDENTIAL 
REVIEW OF DRAFT REGISTRATION STATEMENTS’’; 
(2) by redesignating paragraph (2) as para-
graph (3); and 
(3) by striking paragraph (1) and inserting the 
following: 
‘‘(1) IN GENERAL.—Any issuer may, with respect 
to an initial public offering, initial registration of a 
security of the issuer under section 12(b) of the Secu-
rities Exchange Act of 1934 (15 U.S.C. 78l(b)), or fol-
low-on offering, confidentially submit to the Commis-
sion a draft registration statement, for confidential 
nonpublic review by the staff of the Commission prior 
to public filing, provided that the initial confidential 
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submission and all amendments thereto shall be pub-
licly 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 reg-
istration 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 any offering after an 
initial public offering or an initial registration 
under such section 12(b), 48 hours before the ef-
fective date of such registration statement. 
‘‘(2) ADDITIONAL REQUIREMENTS.— 
‘‘(A) IN GENERAL.—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 
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-
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port containing a list of the findings supporting 
the basis of the rulemaking.’’. 
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Union Calendar No. 86 
119TH CONGRESS 
1ST SESSION 
H. R. 3381 
[Report No. 119–116] 
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 3, 2025 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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