Encouraging Public Offerings Act of 2025
The Encouraging Public Offerings Act of 2025 would broaden and speed up the process for companies preparing to go public by expanding two existing mechanisms under the Securities Act of 1933. First, it broadens the scope of “testing the waters” communications to include issuers beyond emerging growth companies, while giving the SEC authority to add rules with new terms or conditions on such communications and to require a congressional findings report before rulemaking. Second, it broadens the confidential review program for draft registration statements to all issuers (not just emerging growth companies), while preserving deadlines that require certain confidential materials to be publicly filed shortly before important milestones (e.g., IPO effectiveness, listing, or follow-on offerings). Collectively, the bill aims to encourage more public offerings by reducing friction and providing earlier investor feedback, but it would also place new regulatory conditions on communications and confidential filings.
Key Points
- 1Expands testing-the-waters: The bill allows issuers beyond emerging growth companies to engage in oral or written investor communications, with the SEC empowered to impose additional terms, conditions, or requirements through rulemaking, after public notice and comment; the SEC must provide Congress with a findings report before any such rulemaking.
- 2Regulatory flexibility with protections: Any new restrictions or requirements on communications would come through future SEC regulations, subject to public notice and comment; Congress would receive a findings report prior to rulemaking.
- 3Confidential review for all issuers: The draft registration statement confidential review program would apply to all issuers (not just EGCs), allowing confidential nonpublic staff review before public filing.
- 4Filing deadlines for confidential submissions: The initial confidential submission and all amendments must be publicly filed by specific deadlines—10 days before the effective date for IPOs, 10 days before listing for initial registrations under Section 12(b), or 48 hours before the effective date for follow-on offerings.
- 5Rulemaking guardrails: As with the testing-the-waters provisions, any additional regulations governing draft submissions or communications would require public notice and comment and a prior findings report to Congress.