The recently-enacted Jumpstart Our Business Startups Act of 2012
("JOBS Act") provides that emerging growth
companies may submit a registration statement for an initial public
offering to the SEC on a confidential basis. On April 5, the SEC
announced procedures for how eligible companies should make those
Until the SEC announces a process for confidential electronic
submissions, companies should submit the registration statement
either as a text-searchable PDF file on a CD/DVD disk or as an
unbound paper submission. In the cover letter, the issuer must
confirm its status as an emerging growth company as defined in the
JOBS Act. In either case, the submission should be sent to the
Draft Registration Statement
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Foreign issuers that meet the definition of an emerging growth
company under the JOBS Act should follow the same confidential
submission procedure as domestic issuers.
No registration fee is required at the time of filing the
confidential submission, which is not deemed to be a public filing
or a filing of a registration statement for purposes of the
Securities Act of 1933.
The documents filed with this confidential process would need to
be made public at least 21 days prior to the commencement of the
"road show" for the company's initial public
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guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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