SEC Expands Nonpublic Review Accommodations for Draft Registration Statements

The SEC's Division of Corporation Finance expanded accommodations for issuers submitting draft registration statements for nonpublic review. 

According to the Release, the Division of Corporation Finance expects these accommodations to "facilitate capital formation, without diminishing investor protection." The last expansion, in 2017, extended voluntary draft submission beyond emerging growth companies, "to all companies conducting certain securities offerings, including initial public offerings and follow-on offerings within one year of their initial public offering."  

The announced updates include:

• Expanded Nonpublic Review Eligibility. The Division said the accommodations now include initial Exchange Act registrations under both Section 12(b) and Section 12(g) ("Registration requirements for securities") on Forms 10, 20-F, or 40-F.
• No Time Limit on Subsequent Draft Submissions. The Division said issuers can now submit draft registration statements for nonpublic review regardless of how long they have been reporting under Section 13(a) ("Periodical and other reports") or 15(d) ("Registration and regulation of brokers and dealers"). 
• De-SPAC Transactions. The Division said SPACs that survive a business combination (SPAC-on-top structures) can use nonpublic review if the target is otherwise eligible.
• Underwriter Name Omission. The Division said issuers can now omit underwriter names from initial draft submissions, provided they disclose them in later filings.
• Flexible Financial Information Requirements. The Division said processing will not be delayed if omitted financial information is not required at public filing.