Accommodations for Issuers of Asset-Backed Securities Submitting Draft Registration Statements

September 8, 2026 What's new? The Division of Corporation Finance is expanding the accommodations available for issuers that submit draft registration statements for nonpublic review to issuers of asset-backed securities ('ABS Issuers') using Forms SF-1 and SF-3.1 This is a further expansion of the enhanced accommodations announced in March 2025. We believe that this additional expansion of these accommodations, detailed below, can facilitate capital formation in the ABS market without diminishing investor protection. Background The Jumpstart Our Business Startups Act, enacted in 2012, permits Emerging Growth Companies ('EGCs') to submit draft registration statements of initial public offerings for confidential, nonpublic staff review. In 2017, the Division first expanded the voluntary draft registration statement submission accommodations beyond EGCs to all issuers. In 2025, we further expanded the accommodations, extending the nonpublic review process to Exchange Act Section 12(b) and Section 12(g) registration statements on Forms 10, 20-F, and 40-F, removing certain timing constraints, and permitting issuers to omit the names of underwriters from the initial draft registration statement submissions.2 Initial Securities Act Registrations on Forms SF-1 and SF-3 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'): All Other Securities Act Registrations on Forms SF-1 or SF-3 We will also accept for nonpublic review any registration statement on Form SF-1 or Form SF-3 other than the Initial Registrations listed above3 so long as the ABS Issuer submitting such draft registration statement confirms in its cover letter that it will file the registration statement and nonpublic draft submission such that they are publicly available on the EDGAR system at least two business days prior to any requested effective time and date.4 We will limit our nonpublic review to the first submission of such draft registration statements; an ABS Issuer responding to staff comments should do so with a public filing, not with a revised draft registration statement. We will conduct any further review following our normal procedures and act upon requests for acceleration in accordance with Securities Act Rule 461. Similar to the initial registration procedures described above, the ABS Issuer should file the draft registration statement it had previously submitted for nonpublic review at the time it publicly files its registration statement. Note that the staff may comment on such public filings, which may impact the timing of effectiveness. Content of Draft Registration Statements and Staff Processing An ABS Issuer should take all steps to ensure that a draft registration statement is substantially complete when submitted. We will consider reasonable requests to expedite processing of draft and filed registration statements and encourage ABS Issuers and their advisors to review their transaction timing with the staff assigned to the filing review. The staff will monitor practices under the expanded processing procedures and may make modifications to limit or terminate these procedures. ABS Issuers may submit questions about their eligibility to use the expanded processing procedures to ABSDraftPolicy@sec.gov . For more information, see the following documents: