On September 8, 2026, the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) announced that the SEC is expanding its nonpublic draft registration statement review accommodations to issuers of asset-backed securities (“ABS Issuers”) that file on Forms SF-1 and SF-3. The new accommodations for ABS Issuers:
- permit the submission of draft initial registration statements (including amendments thereto and comment letter responses) on Form SF-1 or Form SF-3 for nonpublic review for ABS Issuers that are filing such form for the first time or for the first time in a particular asset class, or do not have an effective registration statement (for Form SF-3 only); and
- permit the submission of draft initial renewal or repeat registration statements (but not amendments thereto) on Form SF-1 or SF-3 for nonpublic review.
Link to BACKGROUND BACKGROUND
In 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) established the SEC’s confidential review process allowing emerging growth companies (“EGCs”) to submit draft registration statements for initial public offerings (“IPOs”) for confidential, nonpublic Staff review. The confidential process was intended to allow an EGC to defer the public disclosure of certain material or sensitive information until closer to the IPO’s marketing. If the EGC decided not to proceed with the IPO, this confidential information would not be publicly disclosed. Building on the success of the JOBS Act provisions, in 2017, the Staff extended to all issuers the ability to submit confidentially (i) draft registration statements under the Securities Act of 1933, as amended, (ii) IPOs under Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act’), and (iii) most securities offerings made within the first 12 months of an issuer becoming an SEC-reporting company.
In March 2025, the Staff expanded availability of the confidential review process to the initial registration statements of any class of securities registered under the Exchange Act as well as to special purpose acquisition companies in connection with business combination transactions under certain circumstances.