D.9 Proxy/Registration Statement Filing and Review Process

An entity can generally expect the SEC staff to complete its initial review of a proxy/registration statement and furnish the first set of comments within 27 calendar days. The entity would then respond to each of the SEC’s comments and reflect requested edits. It would include any other necessary updates in an amended proxy/registration statement that the SEC would also review. After the initial filing, the SEC’s review time can vary significantly but typically is within two weeks. There may be several rounds of comment letters with follow-up questions on responses to original comments as well as additional comments on new information included in the amended registration statement. For more information, see Section 1.4.1.

In a traditional IPO, companies may submit draft registration statements to the SEC for nonpublic review. In a March 2025 statement, the SEC expanded this accommodation to include “a de-SPAC transaction in situations where the SPAC is the surviving entity (i.e., SPAC-on-top structure) as long as the target is eligible to submit a draft registration statement.” The ability to file nonpublicly is a significant benefit because it allows companies to confidentially respond to SEC comments and update their draft registration statement while continuing to assess market conditions throughout the IPO process. As a result, companies are able to delay or withdraw the IPO, if desired, without public scrutiny. Before the March 2025 statement, a nonpublic review of an initial draft registration statement was only available for SPAC transactions in limited circumstances.