SEC Comments Response Letter
(Emerging Growth Company Registration Statement)

Summary

This template may be used by an issuer that is an emerging growth company (EGC), seeking to respond to comments from the Securities and Exchange Commission (SEC), whether the issuer's registration statement has been filed with the SEC, or is being confidentially reviewed. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. Once an issuer submits a draft registration statement to the SEC, the statement undergoes a period of review, during which SEC staff highlight disclosure issues the issuer must address before the registration statement becomes effective. These issues are typically communicated to the issuer by letter, and the issuer also responds in letter form. This particular document is tailored for an issuer who qualifies as an EGC. EGCs and other issuers in an initial public offering (IPO) may choose between filing their registration statement publicly, or submitting it, and any subsequent drafts, for review on a confidential basis. This template shows the form the issuer's response should take, highlights the mechanics of submitting the response on the SEC system, and provides an example of some of the substantive issues the SEC may raise. However, this template requires tailoring, based on the specific SEC comments received. For more on IPOs generally, see Initial Public Offerings Resource Kit. For more on offering documents, see Offering Documents Resource Kit. For more information on the SEC comment and review process applicable to EGCs, see SEC Review Process, Top 10 Practice Tips: Responding to SEC Comment Letters, Emerging Growth Company IPO Requirements Checklist, SEC Transmittal Letter (Confidential Treatment of an Emerging Growth Company Registration Statement), and Treatment of Confidential Information in Filings with the U.S. Securities and Exchange Commission. For more information on EGCs, see Emerging Growth Company Guide for Capital Markets, Emerging Growth Company versus Smaller Reporting Company Comparison Chart, and Top 10 Practice Tips: Emerging Growth Companies.