Encouraging Public Offerings Act of 2025

Bill: 119-hr-3381
Sponsor: full_name: Rep. Wagner, Ann [R-MO-2]
Introduced: 2025-05-14
Policy area: Finance and Financial Sector
Subjects: Financial services and investments

Government information and archives

Securities
Latest action: action_date: 2025-06-24
text: Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Summaries:
action_date: 2025-05-14
action_desc: Introduced in House
text: <p><strong>Encouraging Public Offerings Act of 2025</strong></p><p>This bill provides statutory authority for all issuers of securities to use certain offering procedures that are available to emerging growth companies.</p><p>Specifically, the bill allows under statute issuers of securities to communicate with potential investors to ascertain interest in a contemplated securities offering, either before or after the filing of a registration statement (i.e., <em>test the waters</em>).</p><p>Additionally, issuers are allowed under statute to submit to the Securities and Exchange Commission, with respect to an initial public offering, initial registration, or follow-on offering, a confidential draft registration statement for review prior to public filing<em></em>.</p>

tv_txt: IIB 119th CONGRESS 1st Session H. R. 3381 IN THE SENATE OF THE UNITED STATES June 24, 2025 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 registration submissions, and for other purposes.

1. Short title This Act may be cited as the Encouraging Public Offerings Act of 2025 . 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, conditions, 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), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking. . 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 paragraph (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 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 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— (A) in the case of an initial public offering, 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 any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective 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, conditions, or requirements on the submission of draft registration statements described under this subsection 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 report containing a list of the findings supporting the basis of the rulemaking. .

Passed the House of Representatives June 23, 2025. Kevin F. McCumber, Clerk.

tv_txt: IB 119th CONGRESS 1st Session H. R. 3381 IN THE HOUSE OF REPRESENTATIVES AN ACT 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.

1. Short title This Act may be cited as the Encouraging Public Offerings Act of 2025 . 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, conditions, 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), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking. . 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 paragraph (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 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 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— (A) in the case of an initial public offering, 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 any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective 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, conditions, or requirements on the submission of draft registration statements described under this subsection 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 report containing a list of the findings supporting the basis of the rulemaking. .

Passed the House of Representatives June 23, 2025. Kevin F. McCumber, Clerk.

tv_txt: IB Union Calendar No. 86 119th CONGRESS 1st Session H. R. 3381 [Report No. 119–116] IN THE HOUSE OF REPRESENTATIVES May 14, 2025 Mrs. Wagner (for herself, Mr. Meeks , and Mr. Sessions ) introduced the following bill; which was referred to the Committee on Financial Services June 3, 2025 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 May 14, 2025 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 purposes.

1. Short title This Act may be cited as the Encouraging Public Offerings Act of 2025 . 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, conditions, 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), the Commission shall submit to Congress a report containing a list of the findings supporting the basis of the rulemaking. . 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 paragraph (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 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 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— (A) in the case of an initial public offering, 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 any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective 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, conditions, or requirements on the submission of draft registration statements described under this subsection 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 report containing a list of the findings supporting the basis of the rulemaking. .

June 3, 2025 Reported with an amendment, committed to the Committee of the Whole House on the State of the Union, and ordered to be printed

tv_txt: I 119th CONGRESS 1st Session H. R. 3381 IN THE HOUSE OF REPRESENTATIVES May 14, 2025 Mrs. Wagner (for herself, Mr. Meeks , and Mr. Sessions ) introduced the following bill; which was referred to the Committee on Financial Services 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 purposes.

1. Short title This Act may be cited as the Encouraging Public Offerings Act of 2025 . 2. Expanding testing the waters Section 5(d) of the Securities Act of 1933 ( 15 U.S.C. 77e(d) ) is amended 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 . 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 ; and (2) 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 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 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— (A) in the case of an initial public offering, 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 any offering after an initial public offering or an initial registration under such section 12(b), 48 hours before the effective date of such registration statement. .