Form DRSLTR Filings

What Is SEC Form DRSLTR?

SEC Form DRSLTR is an important filing used for correspondence related to a draft registration statement. It is generally submitted by eligible issuers, including Emerging Growth Companies and certain foreign private issuers, when they need to provide letters or related communications to the Securities and Exchange Commission (SEC) as part of the nonpublic draft review process.

This form is typically filed when an issuer responds to SEC staff comments, submits a cover letter, or provides other correspondence connected to a draft registration statement. It is part of the SEC’s confidential or nonpublic review framework and is filed electronically on EDGAR using the submission type DRSLTR.

Form DRSLTR helps organize communications between the issuer and the SEC staff during the draft registration statement process. It does not register securities on its own, but it supports reviewing a related draft submission before any required public registration statement is filed.

Key elements typically found in Form DRSLTR include:

• Name of the issuer and identifying information
• Reference to the related draft registration statement
• Correspondence to the SEC staff, including response letters or cover letters
• Discussion of staff comments, revisions, or supplemental explanations
• Identification of the submission as DRSLTR
• Related draft review information, if applicable

SEC Form DRSLTR Filing Deadlines

Form DRSLTR does not have a single fixed submission deadline like certain periodic SEC forms. Instead, it is generally submitted as needed during the draft registration statement review process when correspondence is required in connection with a related draft submission.

Key Things to Know About Form DRSLTR Filing Rules

• Draft Review Process Only: This registration statement is used in connection with the SEC’s draft registration statement review process and not as a substitute for a public registration statement.
• Eligible Issuers Use It: This submission type is associated with draft registration statements submitted by eligible issuers, including Emerging Growth Companies and certain foreign private issuers using the SEC’s draft submission process.
• Used for Correspondence: Companies typically use this registration statement to submit response letters, cover letters, and other correspondence related to SEC staff review comments on a draft registration statement.
• Filed Electronically on EDGAR: Form DRSLTR is an EDGAR submission type and is submitted electronically as part of the SEC filing process.
• Part of a Larger submission Process: Form DRSLTR supports the review of a related draft registration statement and may be followed by public registration statement filings if the issuer proceeds with the offering.

Filings such as DRSLTR record issuer correspondence with the SEC during the review of draft registration statements. Related public offering activity can be monitored in the Initial Public Offerings (IPOs) section of SEC Filing Insights, and investors can also review IPO-related guidance, such as "Prepare For Your IPO."