HR 3381 — Encouraging Public Offerings Act of 2025

changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italics, and existing law in which no 
change is proposed is shown in roman):

 SECURITIES ACT OF 1933

TITLE I--

 * * * * * * *

 prohibitions relating to interstate commerce and the mails

 Sec. 5. (a) Unless a registration statement is in effect as 
to a security, it shall be unlawful for any person, directly or 
indirectly--
 (1) to make use of any means or instruments of 
 transportation or communication in interstate commerce 
 or of the mails to sell such security through the use 
 or medium of any prospectus or otherwise; or
 (2) to carry or cause to be carried through the mails 
 or in interstate commerce, by any means or instruments 
 of transportation, any such security for the purpose of 
 sale or for delivery after sale.
 (b) It shall be unlawful for any person, directly or 
indirectly--
 (1) to make use of any means or instruments of 
 transportation or communication in interstate commerce 
 or of the mails to carry or transmit any prospectus 
 relating to any security with respect to which a 
 registration statement has been filed under this title, 
 unless such prospectus meets the requirements of 
 section 10; or
 (2) to carry or cause to be carried through the mails 
 or in interstate commerce any such security for the 
 purpose of sale or for delivery after sale, unless 
 accompanied or preceded by a prospectus that meets the 
 requirements of subsection (a) of section 10.
 (c) It shall be unlawful for any person, directly or 
indirectly, to make use of any means or instruments of 
transportation or communication in interstate commerce or of 
the mails to offer to sell or offer to buy through the use or 
medium of any prospectus or otherwise any security, unless a 
registration statement has been filed as to such security, or 
while the registration statement is the subject of a refusal 
order or stop order or (prior to the effective date of the 
registration statement) any public proceeding or examination 
under section 8.
 (d) Limitation.--[Notwithstanding]
 (1) In general._Notwithstanding any other provision 
 of this section, [an emerging growth company or any 
 person authorized to act on behalf of an emerging 
 growth company] an issuer or any person authorized to 
 act on behalf of an issuer may engage in oral or 
 written communications with potential investors that 
 are qualified institutional buyers or institutions that 
 are accredited investors, as such terms are 
 respectively defined in section 230.144A and section 
 230.501(a) of title 17, Code of Federal Regulations, or 
 any successor thereto, to determine whether such 
 investors might have an interest in a contemplated 
 securities offering, either prior to or following the 
 date of filing of a registration statement with respect 
 to such securities with the Commission, subject to the 
 requirement of subsection (b)(2).
 (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.
 (e) Notwithstanding the provisions of section 3 or 4, unless 
a registration statement meeting the requirements of section 
10(a) is in effect as to a security-based swap, it shall be 
unlawful for any person, directly or indirectly, to make use of 
any means or instruments of transportation or communication in 
interstate commerce or of the mails to offer to sell, offer to 
buy or purchase or sell a security-based swap to any person who 
is not an eligible contract participant as defined in section 
1a(18) of the Commodity Exchange Act (7 U.S.C. 1a(18)).

 registration of securities and signing of registration statement

 Sec. 6. (a) Any security may be registered with the 
Commission under the terms and conditions hereinafter provided, 
by filing a registration statement in triplicate, at least one 
of which shall be signed by each issuer, its principal 
executive officer or officers, its principal financial officer, 
its comptroller or principal accounting officer, and the 
majority of its board of directors or persons performing 
similar functions (or, if there is no board of directors or 
persons performing similar functions, by the majority of the 
persons or board having the power of management of the issuer), 
and in case the issuer is a foreign or Territorial person by 
its duly authorized representative in the United States; except 
that when such registration statement relates to a security 
issued by a foreign government, or political subdivision 
thereof, it need be signed only by the underwriter of such 
security. Signatures of all such persons when written on the 
said registration statements shall be presumed to have been so 
written by authority of the person whose signature is so 
affixed and the burden of proof, in the event such authority 
shall be denied, shall be upon the party denying the same. The 
affixing of any signature without the authority of the 
purported signer shall constitute a violation of this title. A 
registration statement shall be deemed effective only as to the 
securities specified therein as proposed to be offered.
 (b) Registration Fee.--
 (1) Fee payment required.--At the time of filing a 
 registration statement, the applicant shall pay to the 
 Commission a fee at a rate that shall be equal to $92 
 per $1,000,000 of the maximum aggregate price at which 
 such securities are proposed to be offered, except that 
 during fiscal year 2003 and any succeeding fiscal year 
 such fee shall be adjusted pursuant to paragraph (2).
 (2) Annual adjustment.--For each fiscal year, the 
 Commission shall by order adjust the rate required by 
 paragraph (1) for such fiscal year to a rate that, when 
 applied to the baseline estimate of the aggregate 
 maximum offering prices for such fiscal year, is 
 reasonably likely to produce aggregate fee collections 
 under this subsection that are equal to the target fee 
 collection amount for such fiscal year.
 (3) Pro rata application.--The rates per $1,000,000 
 required by this subsection shall be applied pro rata 
 to amounts and balances of less than $1,000,000.
 (4) Review and effective date.--In exercising its 
 authority under this subsection, the Commission shall 
 not be required to comply with the provisions of 
 section 553 of title 5, United States Code. An adjusted 
 rate prescribed under paragraph (2) and published under 
 paragraph (5) shall not be subject to judicial review. 
 An adjusted rate prescribed under paragraph (2) shall 
 take effect on the first day of the fiscal year to 
 which such rate applies.
 (5) Publication.--The Commission shall publish in the 
 Federal Register notices of the rate applicable under 
 this subsection and under sections 13(e) and 14(g) for 
 each fiscal year not later than August 31 of the fiscal 
 year preceding the fiscal year to which such rate 
 applies, together with any estimates or projections on 
 which such rate is based.
 (6) Definitions.--For purposes of this subsection:
 (A) Target offsetting collection amount.--The 
 target fee collection amount for each fiscal 
 year is determined according to the following 
 table:

 Target fee
 Fiscal year: collection amount
2002.................................................... $377,000,000 
2003.................................................... $435,000,000 
2004.................................................... $467,000,000 
2005.................................................... $570,000,000 
2006.................................................... $689,000,000 
2007.................................................... $214,000,000 
2008.................................................... $234,000,000 
2009.................................................... $284,000,000 
2010.................................................... $334,000,000 
2011.................................................... $394,000,000 
2012.................................................... $425,000,000 
2013.................................................... $455,000,000 
2014.................................................... $485,000,000 
2015.................................................... $515,000,000 
2016.................................................... $550,000,000 
2017.................................................... $585,000,000 
2018.................................................... $620,000,000 
2019.................................................... $660,000,000 
2020.................................................... $705,000,000 
 2021 and each fiscAn amount that is equal to the target fee collection 
 amount for the prior fiscal year, adjusted by the 
 rate of inflation.

 (B) Baseline estimate of the aggregate 
 maximum offering prices.--The baseline estimate 
 of the aggregate maximum offering prices for 
 any fiscal year is the baseline estimate of the 
 aggregate maximum offering price at which 
 securities are proposed to be offered pursuant 
 to registration statements filed with the 
 Commission during such fiscal year as 
 determined by the Commission, after 
 consultation with the Congressional Budget 
 Office and the Office of Management and Budget, 
 using the methodology required for projections 
 pursuant to section 257 of the Balanced Budget 
 and Emergency Deficit Control Act of 1985.
 (c) The filing with the Commission of a registration 
statement, or of an amendment to a registration statement, 
shall be deemed to have taken place upon the receipt thereof, 
but the filing of a registration statement shall not be deemed 
to have taken place unless it is accompanied by a United States 
postal money order or a certified bank check or cash for the 
amount of the fee required under subsection (b).
 (d) The information contained in or filed with any 
registration statement shall be made available to the public 
under such regulations as the Commission may prescribe, and 
copies thereof, photostatic or otherwise, shall be furnished to 
every applicant at such reasonable charge as the Commission may 
prescribe.
 (e) [Emerging Growth Companies] Confidential Review of Draft 
Registration Statements.--
 [(1) In general.--Any emerging growth company, prior 
 to its initial public offering date, may 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 15 days before the date on 
 which the issuer conducts a road show, as such term is 
 defined in section 230.433(h)(4) of title 17, Code of 
 Federal Regulations, or any successor thereto. An 
 issuer that was an emerging growth company at the time 
 it submitted a confidential registration statement or, 
 in lieu thereof, a publicly filed registration 
 statement for review under this subsection but ceases 
 to be an emerging growth company thereafter shall 
 continue to be treated as an emerging market growth 
 company for the purposes of this subsection through the 
 earlier of the date on which the issuer consummates its 
 initial public offering pursuant to such registrations 
 statement or the end of the 1-year period beginning on 
 the date the company ceases to be an emerging growth 
 company.]
 (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.
 [(2)] (3) Confidentiality.--Notwithstanding any other 
 provision of this title, the Commission shall not be 
 compelled to disclose any information provided to or 
 obtained by the Commission pursuant to this subsection. 
 For purposes of section 552 of title 5, United States 
 Code, 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 section 24(b)(2) of the 
 Securities Exchange Act of 1934.

 * * * * * * *