The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. This Q & A addresses the common questions we receive about confidential registration statement submissions.

2. CONFIDENTIAL SUBMISSION OF DRAFT SEC
REGISTRATION STATEMENTS
• THE JUMPSTART OUR BUSINESS STARTUPS ACT (THE “JOBS ACT”) ALLOWS AN “EMERGING GROWTH
COMPANY” TO SUBMIT A DRAFT OF ITS REGISTRATION STATEMENT AND EXHIBITS TO THE SECURITIES
AND EXCHANGE COMMISSION (THE “SEC”) ON A CONFIDENTIAL BASIS. THIS Q & A ADDRESSES THE
COMMON QUESTIONS WE RECEIVE ABOUT CONFIDENTIAL REGISTRATION STATEMENT SUBMISSIONS.

3. WHEN DOES AN EMERGING GROWTH COMPANY HAVE
TO FILE A REGISTRATION STATEMENT IN ORDER TO BE
CONFIDENTIAL?
• THE JOBS ACT REQUIRES THAT EMERGING GROWTH COMPANIES FILE THE INITIAL CONFIDENTIAL
SUBMISSION OF THEIR REGISTRATION STATEMENT AND ALL AMENDMENTS TO THE REGISTRATION
STATEMENT WITH THE SEC WITHIN 21 DAYS PRIOR TO THE REGISTRATION STATEMENT’S ANTICIPATED
EFFECTIVENESS OR ROAD SHOWS. THESE PRIOR CONFIDENTIAL SUBMISSIONS SHOULD BE INCLUDED AS
EXHIBITS TO THE COMPANY’S LATER PUBLICLY FILED REGISTRATION STATEMENT, IF ANY.

4. HOW LONG WILL MY COMPANY’S REGISTRATION
STATEMENT REMAIN CONFIDENTIAL?
• REGISTRATION STATEMENTS SUBMITTED TO THE SEC ON A CONFIDENTIAL BASIS DO NOT REMAIN
CONFIDENTIAL IF A COMPANY COMPLETES ITS DIRECT PUBLIC OFFERING, INITIAL PUBLIC OFFERING
(“IPO”) OR PRE-IPO OFFERING.

5. WILL THE SEC’S COMMENT LETTERS TO A
REGISTRATION STATEMENT AND COMPANY
RESPONSES TO THE REGISTRATION STATEMENT,
REMAIN CONFIDENTIAL?
• THE REGISTRATION STATEMENT COMMENTS AND RESPONSES WILL BECOME PUBLICLY AVAILABLE AFTER
THE COMPLETION OF THE SECURITIES OFFERING BUT NOT EARLIER THAN 20 BUSINESS DAYS FOLLOWING
THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.

6. WHAT ARE THE BENEFITS OF CONFIDENTIAL
SUBMISSION OF A REGISTRATION STATEMENT TO THE
SEC?
• THE CONFIDENTIAL SUBMISSION OF A REGISTRATION STATEMENT ALLOWS A COMPANY TO KEEP THE
REGISTRATION STATEMENT CONFIDENTIAL AND OUT OF THE PUBLIC DOMAIN UNTIL IT DECIDES WHETHER
IT WILL PROCEED WITH ITS PUBLIC OFFERING. IF A COMPANY ABANDONS ITS OFFERING BEFORE ITS
REGISTRATION STATEMENT BECOMES EFFECTIVE, ITS SUBMISSION REMAINS CONFIDENTIAL

7. IF I SUBMIT MY COMPANY’S REGISTRATION
STATEMENT ON A CONFIDENTIAL BASIS CAN THE
COMPANY STILL ANNOUNCE ITS REGISTRATION
STATEMENT OR IPO?
• SEC RULE 135 ALLOWS AN ISSUER TO ANNOUNCE LIMITED INFORMATION ABOUT THE CONFIDENTIAL
SUBMISSION OF A REGISTERED SECURITIES OFFERING SUBMITTED TO THE SEC.

8. DOES A CONFIDENTIALLY SUBMITTED REGISTRATION
STATEMENT REMAIN CONFIDENTIAL?
• LIMITED INFORMATION FROM THE CONFIDENTIAL SUBMISSION OF A REGISTRATION STATEMENT CAN
REMAIN CONFIDENTIAL. RULE 406 ALLOWS A COMPANY TO KEEP PORTIONS OF ITS REGISTRATION
STATEMENT CONFIDENTIAL. RULE 406 REQUIRES THE ISSUER TO STATE THE SPECIFIC REASONS WHY A
CONFIDENTIAL REQUEST IS MADE AND PROVIDE A DETAILED EXPLANATION, BASED ON THE RELATED FACTS
AND CIRCUMSTANCES, OF WHY DISCLOSURE OF THE INFORMATION IS UNNECESSARY TO PROTECT
INVESTORS. THE MOST COMMON REQUEST FOR CONFIDENTIAL SUBMISSION OF CERTAIN INFORMATION
IN A REGISTRATION STATEMENT IS MADE FOR TRADE SECRETS, PROPRIETARY INFORMATION,
CONFIDENTIAL COMMERCIAL AND FINANCIAL INFORMATION THAT WOULD CAUSE SUBSTANTIAL
COMPETITIVE HARM TO THE ISSUER IF DISCLOSED.

9. For further information about the Confidential Submission of
Draft Registration Statements, please contact Brenda Hamilton,
Securities Attorney at 101 Plaza Real South, Suite 202 North,
Boca Raton, Florida, (561) 416-8956, or by email at
info@securitieslawyer101.com. This securities law Q&A is
provided as a general informational service to clients and
friends of Hamilton & Associates Law Group, P.A. and should not
be construed as, and does not constitute legal advice on any
specific matter, nor does this create an attorney-client
relationship.
Hamilton & Associates Law Group, P.A. All Rights Reserved
101 Plaza Real South, Suite 202 N
Boca Raton, FL 33432
Telephone: (561) 416-8956
www.SecuritiesLawyer101.com

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