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U.GOVERNMENT
INFORMATION .
118TH CONGRESS REPORT
1st Session HOUSE OF REPRESENTATIVES 118-89
TO AMEND THE SECURITIES EXCHANGE ACT OF 1934 TO SPECIFY CER-
TAIN REGISTRATION STATEMENT CONTENTS FOR EMERGING GROWTH
COMPANIES, TO PERMIT ISSUERS TO FILE DRAFT REGISTRATION STATE-
MENTS WITH THE SECURITIES AND EXCHANGE COMMISSION FOR CON-
FIDENTIAL REVIEW, AND FOR OTHER PURPOSES
JUNE 5, 2023.-Committed to the Committee of the Whole House on the State of
the Union and ordered to be printed
Mr. MCHENRY, from the Committee on Financial Services,
submitted the following
R E P O R T
[To accompany H.R. 2610]
[Including cost estimate of the Congressional Budget Office]
The Committee on Financial Services, to whom was referred the
bill (H.R. 2610) to amend the Securities Exchange Act of 1934 to
specify certain registration statement contents for emerging growth
companies, to permit issuers to file draft registration statements
with the Securities and Exchange Commission for confidential re-
view, and for other purposes, having considered the same, reports
favorably thereon with an amendment and recommends that the
bill as amended do pass.
The amendment is as follows:
Strike all after the enacting clause and insert the following:
SECTION 1. REGISTRATION STATEMENTS.
Section 12(b) of the Securities Exchange Act of 1934 (15 U.S.C. 781(b)) is amend-
ed-
(1) in paragraph (1)(K), by striking years, and inserting years (or, in the
case of an emerging growth company, not more than the two preceding years),;
and
(2) by adding at the end the following:
Any issuer may confidentially submit to the Commission a draft registration state-
ment 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 10 days before listing on
a national securities exchange. Notwithstanding any other provision of this title, the
Commission shall not be compelled to disclose any information provided to or ob-
tained by the Commission pursuant to this subsection. For purposes of section 552
of title 5, this subsection shall be considered a statute described in subsection
(b)(3)(B) of such section 552. Information described in or obtained pursuant to this
subsection shall be deemed to constitute confidential information for purposes of sec-
tion 24..
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