SEC Chair Paul Atkins filed two proposed rulemakings this week that would overhaul the public company framework unchanged for over 20 years, aiming to expand IPO access for more issuers and retail investors. The changes target the disclosure threshold and shelf registration rules, with Atkins framing the effort as a break from the previous administration's approach.
What the Filer Status Proposal does
The first proposal raises the public float threshold triggering full disclosure requirements from $700 million to $2 billion — a benchmark that had sat unchanged since 2005. Companies below that line would face less onerous reporting obligations. The proposal also converts the post-IPO on-ramp from a five-year maximum to a five-year minimum, giving newly public firms longer to scale up their compliance systems. For the smallest issuers — those with $35 million or less in assets — filing deadlines for annual and periodic reports would be extended.
Right now, 52% of public companies already benefit from some form of disclosure scaling. Under the new rules, that share rises to 81%. The remaining 19% of companies, however, represent 93.5% of the total public market float. That split is deliberate, Atkins said: enough investor protection for the biggest names, more flexibility for everyone else.
Registered offering reform for all listed companies
The second proposal, the Registered Offering Reform Proposal, strips away shelf registration requirements tied to company age and public float. Benefits previously reserved for well-known seasoned issuers (WKSI) — the biggest filers — would become available to every domestic listed company. The idea is to make it faster and cheaper for companies to raise capital after they're already public.
Atkins pointed to a roughly 40% decline in the number of listed U.S. companies since the mid-1990s. He blamed accumulated regulatory burden and rising compliance costs. The reforms, he said, are about expanding investment opportunity for ordinary Americans — a sharp contrast to the Gary Gensler era, which the crypto industry had frequently criticized.
A clearer path for crypto IPOs?
Digital asset companies have struggled to go public. Crypto firm Ledger paused its own IPO earlier this year, citing market volatility. The proposed changes could give firms like Ledger a clearer regulatory runway — less disclosure friction early on, more time to comply with full SEC reporting standards. It's not a crypto-specific rule, but for an industry that's long complained about the SEC's posture, it removes a structural barrier.
What happens next
Both proposals are now open for public comment. Atkins also signaled that future rulemakings will tackle Regulation S-K disclosure requirements, using materiality as the guiding principle. That's the next concrete step — but for now, the comment clock is ticking.
