{"format":1,"id":"118-hr-2793","congress":118,"number":"H.R. 2793","kind":"bill","group":"bills","title":"Encouraging Public Offerings Act of 2023","title_source":"Short Title(s) as Passed House","official_title":"To amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes.","titles":[{"type":"Official Title as Introduced","title":"To amend the Securities Act of 1933 to expand the ability to use testing the waters and confidential draft registration submissions, and for other purposes."},{"type":"Display Title","title":"Encouraging Public Offerings Act of 2023"},{"type":"Short Titles from RFS (Referred to Senate) bill text","title":"Encouraging Public Offerings Act of 2023"},{"type":"Short Title(s) as Introduced","title":"Encouraging Public Offerings Act of 2023"},{"type":"Short Title(s) as Reported to House","title":"Encouraging Public Offerings Act of 2023"},{"type":"Short Title(s) as Passed House","title":"Encouraging Public Offerings Act of 2023"}],"outcome":"passed_house","law_number":null,"introduced":"2023-04-20","chambers":{"house":{"status":"roll_call","date":"2023-06-05","vote":{"id":"118-2023-h245","question":"On Motion to Suspend the Rules and Pass, as Amended","title":"Encouraging Public Offerings Act","result":"Passed","yea":384,"nay":13,"present":0,"not_voting":36,"source":"https://clerk.house.gov/evs/2023/roll245.xml"}},"senate":{"status":"na","date":null,"vote":null}},"president":{"status":"na","date":null},"vice_president_tie_breaker":null,"latest_action":{"text":"Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.","date":"2023-06-06"},"nominees":null,"amendments":[],"other_votes":[],"crs_summary":{"date":"2023-06-05","stage":"Passed House","blocks":[{"k":"h","t":"Encouraging Public Offerings Act of 2023"},{"k":"p","t":"This bill provides statutory authority for all issuers of securities to use certain offering procedures that are available to emerging growth companies."},{"k":"p","t":"Specifically, the bill allows under statute issuers of securities to communicate with potential investors to ascertain interest in a contemplated securities offering, either before or after the filing of a registration statement (i.e., test the waters)."},{"k":"p","t":"Additionally, issuers are allowed under statute to submit a confidential draft registration statement to the Securities and Exchange Commission (SEC) for review prior to public filing or within one year after the initial public offering or registration (i.e., a follow-on offering)."},{"k":"p","t":"If the SEC pursues further rulemaking to related to these provisions, the SEC must submit a report to Congress supporting the basis of the rulemaking."}],"words":130},"summary":{"main_subject":{"text":"Amends the Securities Act of 1933 so that any issuer, not only an emerging growth company, may communicate with potential investors to gauge interest in an offering and may confidentially submit draft registration statements to the Securities and Exchange Commission.","cites":[{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#HBC45560288B64BB591ED485849898703"},{"label":"Sec. 3","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#H038B41FE733A4D33A0FCF9A781F4F4B7"}]},"core_areas":["Testing-the-waters communications with potential investors under the Securities Act of 1933","Confidential submission of draft registration statements to the SEC"],"what_it_does":[{"text":"Changes Section 5(d) of the Securities Act of 1933 so that an issuer or a person authorized to act for an issuer, rather than only an emerging growth company, may engage in the communications that section describes.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#HBC45560288B64BB591ED485849898703"}},{"text":"Allows the Securities and Exchange Commission to issue regulations, after public notice and comment, setting other terms, conditions or requirements on these communications by issuers other than emerging growth companies.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#HBC45560288B64BB591ED485849898703"}},{"text":"Requires the Commission, before any such rulemaking on communications, to submit to Congress a report listing the findings that support the basis of the rulemaking.","cite":{"label":"Sec. 2","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#HBC45560288B64BB591ED485849898703"}},{"text":"Allows any issuer to confidentially submit a draft registration statement to the Commission for nonpublic staff review before public filing, for an initial public offering, an initial registration under section 12(b) of the Securities Exchange Act of 1934, or a follow-on offering.","cite":{"label":"Sec. 3","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#H038B41FE733A4D33A0FCF9A781F4F4B7"}},{"text":"Requires the initial confidential submission and all amendments to be publicly filed 10 days before the effective date for an initial public offering, 10 days before exchange listing for a section 12(b) registration, or 48 hours before the effective date for a follow-on offering.","cite":{"label":"Sec. 3","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#H038B41FE733A4D33A0FCF9A781F4F4B7"}},{"text":"Defines a follow-on offering as an offering by an issuer during the 12-month period beginning on the effective date of its initial public offering or its initial registration under section 12(b) of the Securities Exchange Act of 1934.","cite":{"label":"Sec. 3","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh#H038B41FE733A4D33A0FCF9A781F4F4B7"}}],"unexpected":[],"version":{"type":"Engrossed in House","date":"2023-06-05","rule":"passed","href":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text/eh"},"current":true,"model":"claude-sonnet-5-5","approved":"2026-10-02","approved_by":"checks"},"sources":{"congress_gov":"https://www.congress.gov/bill/118th-congress/house-bill/2793","text":"https://www.congress.gov/bill/118th-congress/house-bill/2793/text"},"card":{"image":"card/item/118-hr-2793.png","v":"6e9cab5dbb6e","alt":"Votes on Record. H.R. 2793, 118th Congress: Encouraging Public Offerings Act of 2023. House: 384 Yea, 13 Nay. Outcome: Passed House, 5 Jun 2023."}}