SEC Transmittal Letter
(Confidential Treatment of an Emerging Growth Company Registration Statement)

Summary

This transmittal letter template may be used by an emerging growth company (EGC) seeking to confidentially submit a draft of its initial public offering (IPO) registration statement to the U.S. Securities and Exchange Commission (SEC) for nonpublic review prior to publicly filing with the SEC. This template includes practical guidance and drafting notes. This letter affirms that the company is an EGC and that its registration statement is eligible for confidential submission pursuant to Section 6(e) (15 U.S.C. § 77f) of the Securities Act of 1933, as amended (Securities Act). This letter is to be delivered by the company's counsel, through EDGAR, the SEC's electronic filing system, and should accompany the first submission of the draft registration statement. The voluntary draft registration statement submission accommodations are now available to all issuers. Companies that qualify as EGCs or as foreign private issuers may, however, continue rely on the confidential submission procedures and guidance previously issued (see Jumpstart Our Business Startups Act Frequently Asked Questions – Confidential Submission Process for Emerging Growth Companies and Non-Public Submissions from Foreign Private Issuers, respectively). This template references the accommodation for EGCs provided by Section 6(e) of the Securities Act. For more information on the SEC’s accommodations, see Enhanced Accommodations for Issuers Submitting Draft Registration Statements and SEC Expands Accommodations for Nonpublic Review of Draft Registration Statements: Client Alert Digest. For more on IPOs generally, see Initial Public Offerings Resource Kit. For more information on the IPO process and the confidential submission and review process for EGCs, see Initial Public Offering Process, SEC Review Process (IPOs), Emerging Growth Company IPO Requirements Checklist, Top 10 Practice Tips: Responding to SEC Comment Letters, 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.