IIB 118th CONGRESS 1st Session H. R. 2610 IN THE SENATE OF THE UNITED STATES June 6, 2023 Received; read twice and referred to the Committee on Banking, Housing, and Urban Affairs AN ACT 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 review, and for other purposes.

1. Registration statements Section 12(b) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78l(b) ) is amended— (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 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 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 obtained 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 section 24. .

Passed the House of Representatives June 5, 2023. Cheryl L. Johnson, Clerk.