Yesterday, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission announced a new policy permitting confidential submission of registration statements in additional circumstances in order to promote capital formation. The statement provides that
- the nonpublic review process will be available 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;
- issuers will be able to submit draft registration statements regardless of how much time has passed since they became subject to the SEC reporting requirements;
- the nonpublic review process will be available 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; and
- issuers may 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.
The statement is available here. A Legal Update will follow discussing the additional flexibility and the possible operation of these provisions.
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