SEC staff broadens the availability of confidential filings

On March 3, 2025, the Securities and Exchange Commission’s (SEC) Division of Corporation Finance announced through a press release the expansion of the availability of confidential filings of draft registration statements. The Division of Corporation Finance has enhanced the accommodations available as follows:

• Expanding the availability of the nonpublic review process for the initial registration of a class of securities under the Exchange Act to include both Section 12(b) and Section 12(g) registration statements on Forms 10, 20-F, or 40-F.
• Permitting issuers to submit draft registration statements regardless of how much time has passed since they became subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.
• Expanding the availability of the nonpublic review process for a de-SPAC transaction in situations where the SPAC is the surviving entity (i.e., SPAC-on-top structure) as long as the target is eligible to submit a draft registration statement.
• Permitting issuers to omit the name of the underwriter(s) from their initial draft registration statement submissions, when otherwise required by Items 501 and 508 of Regulation S-K, provided that they include the name of the underwriter(s) in subsequent submissions and public filings.

Please review the SEC announcement for additional details on the above enhancements.