H.R. 3381

[Congressional Bills 119th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3381 Referred in Senate (RFS)]

<DOC>
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.

Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

This Act may be cited as the ``Encouraging Public Offerings 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, 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.''.

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 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.

Attest:

KEVIN F. MCCUMBER,

Clerk.