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Yesterday, Corp Fin announced that it is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review to issuers of asset-backed securities using Forms SF-1 and SF-3. As you might recall, DRS accommodations were expanded beyond Emerging Growth Companies back in 2017 and further expanded in March 2025.

While not everyone reading this blog works on securitizations, the announcement says that the accommodations are intended to facilitate capital formation without diminishing investor protection. That ties back to the Commission’s broader goal to modernize the path to public markets and, in my opinion, shows that the Staff is continuing to look under the couch cushions for incremental improvements at the same time the Commission is considering bigger reforms. Here’s an excerpt from the announcement:

We will now review draft initial registration statements, and any revisions thereto, submitted under the Securities Act on either Form SF-1 or Form SF-3 on a nonpublic basis so long as the ABS Issuer confirms in a cover letter to the nonpublic draft submission that it will publicly file its registration statement and nonpublic draft submissions at least 15 days prior to any road show or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement.

We will continue to publicly release staff comment letters and responses to those letters on EDGAR no earlier than 20 business days following the effective date of a registration statement.

This review is limited to the following registration statements (“Initial Registrations”):

1. The initial registration statement of a depositor that has not previously filed a Securities Act registration statement on either Form SF-1 or Form SF-3.

2. A new registration statement on Form SF-3 filed by a depositor who, at the time of filing the draft registration statement, does not have an effective registration statement.

3. A new registration statement on Form SF-1 or Form SF-3 filed by a depositor registering an offering of ABS in an asset class for which it does not currently have an effective Securities Act registration statement.

The announcement says the Staff will monitor practices under the expanded processing procedures and may make modifications to limit or terminate these procedures. We will post memos on this topic in our “Asset-Backed Securities” Practice Area!

– Liz Dunshee