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The SEC proposes in the Registered Offering Reform rule to significantly alter the existing registration statement eligibility criteria, decrease seasoning requirements and expand access for filers to raise capital. This rule is last in a trio of SEC proposals to implement Chair Paul Atkins’ quest to reduce the burden on filers and expand the number of public companies by making the semiannual reporting optional and streamlining filer statuses, which I recently covered. The new rule includes an array of new terms and abbreviations to rival those in the SEC’s related proposal to modify filer statuses and expand EGC benefits to more companies that I will walk through in this blog.
Highlights of the proposal
- Revise S-3 eligibility to enable more public companies to conduct shelf offerings
- Expand S-1 ability to incorporate information by reference
- Extend registration and offering communication flexibility to more issuers, including many benefits currently reserved for only Well-Known Seasoned Issuers (WKSIs)
- Expand existing registration, offering, and communication provisions for N-2 filers
- Preempt state securities law registration and qualification requirements for all registered offerings
- Expand advertising access for certain insurance products
S-3 shelf eligibility
The SEC proposes expanding S-3 eligibility to most SEC issuers. Many new issuers would become S-3 eligible soon after their IPO under the proposal. A shelf offering, often filed on Form S-3, allows issuers to register securities in advance and then sell them when the market conditions are optimal for them. Under the proposal, any issuer that meets the S-3 registration requirements would be eligible to use Form S-3 for any primary or secondary securities offering. Existing restrictions on the types or offering amounts for S-3 eligible transactions would be eliminated.
| Proposed S-3 statuses | Criteria |
| Form S-3 eligible issuers | – Completed IPO – Filed all reports during the time the issuer has been required to file reports – This rule removes the 12-month reporting requirements and the $75 million public float |
| Eligible Listed Issuer (“ELI”) | – Issuer that meets Form S-3 requirements – Exchange-listed |
| Seasoned Eligible Listed Issuer (“SELI”) | – Issuer that meets Form S-3 requirements – Exchange-listed – Subject to the Exchange Act’s reporting requirements for a period of at least 12 calendar months and any portion of a month immediately preceding the relevant measurement date |
Notes: An issuer that files an Exchange Act report late would remain Form S-3 eligible so long as:
(a) the filing was made within seven calendar days of the original due date and
(b) the issuer made only one untimely filing during the 12-month lookback period
Companies that are S-3 eligible and listed on a national exchange can access most WKSI benefits, including S-3ASR filings, even without the required public float valuation.
Other highlights:
- New category of “ineligible issuers” not eligible to file on Form S-3
- The proposal eliminates the concept of a “baby shelf” registration, since all issuers eligible to file a shelf registration statement would no longer be limited in the amount of securities eligible to be offered off the shelf
- Issuers would no longer need to include a delaying amendment to delay the effective date of a registration statement
- Issuers would include a proposed legend (detailed in the specific SEC form instructions) in their registration statement for it to become effective on the twentieth day after filing
- The SEC estimates that these amendments would increase Form S-3 eligibility by 1,127 issuers
- S-3 eligibility qualification determination would be the date:
- The issuer files a registration statement on Form S-3 or
- The most recent amendment to Form S-3 made to comply with section 10(a)(3) of the Securities Act
S-1 registration statement changes
Issuers would no longer need to have filed their latest 10-K annual report to be eligible to backward incorporate information to their S-1 registration statement. And Form S-1 forward incorporation would no longer be limited to smaller reporting companies (SRCs). With the accompanying S-3 eligibility changes and incorporation by reference the overall number of S-1 filings would decrease. Most new post-IPO companies would become S-3 eligible soon after going public.
Form N-2 for Business Development Companies and Closed End Funds
- Business Development Companies (BDC) and Closed End Funds (CEF) primarily file on Form N-2. The proposal would expand their seasoning criteria and offering eligibility to align with the expanded proposal benefits for other public issuers (“operating companies”). Currently, N-2 filers fall into:
- A-2 qualified status which applies to seasoned funds that have been reporting under the Exchange Act and have a public float of outstanding voting stock of $75 million or more
- Well-Known Seasoned Issuer (WKSI) which applies to seasoned funds that have a public float of $700 million or more and are current in their reporting
- These funds can file an automatic shelf registration statement and delay fee benefits, among other benefits
- The proposal would expand eligibility for use of the Short-Form N-2 to a newly created category of issuers, “Eligible Listed Issuers”
- “Eligible Listed Issuer” (which also includes a “Seasoned Eligible Listed Issuer”) is an Affected Fund that is exchange-listed and has timely filed all required Exchange Act/1940 Act reports during the preceding 12 calendar months, or for as long as the Affected Fund has been required to file such reports, if shorter
- An Eligible Listed Issuer is not subject to the $75,000,000 float minimum requirement or the 12-month Exchange Act/1940 Act reporting requirement
- Expand the N-2ASR eligibility to Seasoned Eligible Listed Issuers (SELIs), which are Eligible Listed Issuers that have been subject to the Exchange Act/1940 Act reporting requirements for a period of at least 12 months
How Toppan Merrill can help
Toppan Merrill is here to help you comply with the ever-changing landscape of SEC disclosure requirements. Contact us at [email protected] or by calling 800.688.4400 to speak with one of our dedicated SEC Reporting experts.
SEC Resources
Proposed Rule: https://www.sec.gov/rules-regulations/2026/05/s7-2026-17#33-11418proposed
Fact Sheet: https://www.sec.gov/files/33-11418-fact-sheet.pdf
Press Release: https://www.sec.gov/newsroom/press-releases/2026-46-sec-proposes-transformative-reforms-help-public-companies-conduct-registered-offerings-simplify
Submit Comments (due by 07/27/2026): https://www.sec.gov/comments/s7-2026-17/registered-offering-reform
View Submitted Comments: https://www.sec.gov/rules-regulations/public-comments/s7-2026-17
