The Securities and Exchange Commission’s (“SEC”) Office of the Advocate for Small Business Capital Formation, in conjunction with the Division of Corporation Finance, will host an event titled “Rethinking the Rulebook: Modernizing the IPO Process & Access to Public Capital” on July 13, 2026, at 2:00 p.m. Eastern Time.

The discussion will focus on ways to support public companies in raising capital and maintaining their public status, modernizing the initial public offering (“IPO”) process, and improving access to the public markets.  The event comes amid a broader SEC push to revitalize the U.S. IPO market.  We previously detailed in our May 19, 2026 and May 26, 2026 posts the SEC’s recent proposed rulemakings that, if adopted, would represent the most significant modernization of the registered offering and public company reporting frameworks in more than 20 years.  Chair Paul Atkins has made reinvigorating IPOs one of his highest priorities.  This event reflects the continued emphasis on increasing small-company access to the public markets.

The New York Times DealBook on June 30 reports that approximately $169 billion of IPOs have been completed globally to date, which is up 246% year-on-year, and notes it is the second-best first-half performance since 2021.  However, DealBook also points out that the actual number of IPOs fell year-on-year to 514 offerings, down for a fourth year in a row.

Source: LSEG. Christine Zhang/The New York Times

Registration for the event is not required. The event announcement is linked here.

On June 30, 2026, the Office of Mergers and Acquisitions of the Division of Corporation Finance (the “Division”) of the U.S. Securities and Exchange Commission (the “SEC”) issued an exemptive order (the “2026 Exemptive Order”) granting relief for certain tender and exchange offers for non-convertible debt securities from the requirement that such offers remain open for at least 20 business days.  The 2026 Exemptive Order supersedes all prior relief related to abbreviated offering periods in tender and exchange offers for non-convertible debt securities, including the SEC’s 2015 No-Action Letter, which permitted certain tender and exchange offers for non-convertible debt securities to remain open for only five business days.  We have prepared a table comparing the main features of the 2026 Exemptive Order to those of the 2015 No-Action Letter, available here.

The 2026 Exemptive Order similarly permits a five-day offering period for tender and exchange offers for non-convertible debt securities by their issuers (or by a wholly owned subsidiary or 100% parent of such issuer) that meet certain requirements, including:

  • the offer is made solely for cash consideration and/or consideration consisting of Qualified Debt Securities (as defined in the 2026 Exemptive Order) and, if made for consideration consisting of Qualified Debt Securities, the offer is restricted to QIBs, institutional accredited investors and non-US persons (within the meaning of Regulation S) in an exempt transaction;
  • if the offer is made for less than all outstanding securities of the subject class or series of debt securities and a greater amount of securities are tendered than the offeror is bound or willing to accept, the securities must be taken up and paid for as nearly as may be pro rata according to the amount of securities tendered by each holder during the offering period and the offeror must use commercially reasonable efforts to announce the proration factor by press release or other widely disseminated public announcement by 10:00am ET on the next business day after expiration of the offer (or as soon thereafter as practicable);
  • the offer is not made in connection with a consent solicitation with respect to an amendment that requires more than a simple majority;
  • the offer is not made (i) when a default or event of default exists under any other indenture or material credit agreement to which the issuer is a party; (ii) at a time when the issuer is the subject of bankruptcy or insolvency proceedings or has commenced a consent solicitation for a “pre-packaged” bankruptcy proceeding, or the issuer’s board has authorized discussions with creditors to effect a consensual restructuring; (iii) in anticipation of or in response to another tender offer; or (iv) concurrently with a tender offer for any other class or series of the issuer’s securities made by the issuer or any subsidiary (whether or not wholly owned) or parent company if the effect of such offer would be to add obligors, guarantors or collateral or increase the priority of liens securing such other class or series (for example, the relief granted by the SEC is not available in an “up-tiering” transaction);
  • the offer is not made within ten business days after the first public announcement or the consummation of a change of control or other type of extraordinary transaction involving the issuer or consummated within ten business days after the first public announcement or consummation of the purchase, sale or transfer by the issuer or any of its subsidiaries of a material business or amount of assets that would require the furnishing of pro forma financial information; and
  • the offer provides for withdrawal rights that are exercisable (i) at least until the earlier of (x) the expiration date and (y) in the event the offer is extended, the tenth business day after commencement of the offer; and (ii) at any time after the 60th business day after commencement if, for any reason, the offer has not been consummated within 60 business days after commencement.

The 2026 Exemptive Order requires announcement by way of press release or other manner of wide dissemination:

  • by 10:00am ET on the date the offer is commenced, an announcement of the offer which includes the basic terms of such offer, the proration procedures (if applicable), and an active hyperlink to a website where securities holders may access the tender offer materials, letter of transmittal (if any) and any other documents;
  • by 9:00am ET on the third business day prior to expiration, any (i) increase or decrease in the percentage of the subject non-convertible debt securities sought in the tender offer, other than the acceptance for payment of an additional amount of securities not to exceed two percent of the subject class or series or (ii) change in the consideration offered;
  • by 9:00am ET on the second business day prior to expiration, any other material change in the terms of the offer; and
  • by 10:00am ET on the business day following expiration or as soon as thereafter practicable, as noted above, the proration factors if the offer is made for less than all outstanding securities of the subject class or series of debt securities, and a greater amount of securities are tendered than the offeror is bound or willing to accept.

The Division noted that all tender and exchange offers remain subject to the anti-fraud and anti-manipulation provisions of the federal securities laws, and that offerors must comply with all applicable provisions of the federal securities law when conducting a tender offer.

Read the exemptive order here.  A more detailed alert will follow.

After the boom-and-correction cycle of 2020-2023, recent data points to a more disciplined market characterized by experienced sponsors, more consistent deal structures, and a more supportive regulatory environment—themes Anna Pinedo recently explored on Bloomberg’s Investment Committee.

As of June 22, 2026, 20 SPAC business combinations, or “de-SPAC” transactions, closed, valued at over $25 billion.  In addition, 110 de-SPAC transactions are pending.  While overall activity remains below 2020-2021 peak levels, several trends indicate the SPAC market continues to evolve rather than contract and has entered a more disciplined, sustainable phase.

In 2025, 144 SPAC IPOs raised more than $30 billion and, through June 22, 112 SPACs have raised over $20 billion in 2026 with another 73 SPAC IPOs filed and pending.  These statistics demonstrate continued investor interest in experienced sponsors pursuing differentiated opportunities.  This trend also reflects not only growing investor appetite but also the maturation of the sponsor ecosystem.  Today’s SPAC sponsors tend to be more experienced, with many launching their second or third vehicles.  The regulatory landscape has also improved.  SPACs are now coming to market under the framework established by the SEC’s amendments to the SPAC IPO and de-SPAC regime, which has introduced a degree of certainty that was absent during the 2021–2022 cycle.  The current SEC administration has also signaled a more constructive posture toward SPACs.

Warrant coverage (i.e., the number of warrants issued to IPO investors relative to common shares sold) has remained stable over the last five quarters.  In Q1 2026, the mean warrant coverage was roughly 0.24. 

Underwriting fees, which are paid only if the de-SPAC transaction closes, have settled at around 3-4% for de-SPAC transactions according to a study of 495 de-SPAC transactions completed since 2021.  By comparison, underwriters in traditional IPOs earn a gross spread of about 7% paid at listing. 

A larger share of de-SPAC transactions have closed with minimal or no incremental financing.  In 2025, 44% of de-SPAC transactions closed without financing, compared to only 4% in 2021.  For those transactions that do require additional capital, PIPEs remain a key financing tool.  In 2026, through June 24, there have been 110 SPAC PIPEs closed that have raised approximately $475 million.  Total SPAC PIPE volume in 2025 was just over $907 million.

Throughout 2023 and much of 2024, quarterly redemption rates routinely exceeded 90%, creating significant financing challenges for de-SPAC transactions.  More recently, redemption rates declined to approximately 79% in the third quarter of 2025 and 68% in the fourth quarter.  Although still elevated by historical standards, this trend suggests improving investor confidence.

Substantial capital remains available.  As of June 22, 2026, approximately 251 SPACs were actively searching for acquisition targets, representing roughly $47 billion held in trust. 

On the regulatory front, the SEC’s recent proposals on registered offering reform and enhanced filer status are encouraging for the SPAC market.  If adopted in the manner in which these are proposed, the rules would allow SPACs to establish shelf registrations on a shorter timeline, enhancing the attractiveness of SPACs as a path to the public markets.  Watch Anna Pinedo’s interview with Dani Burger, host of Bloomberg’s Investment Committee, for a discussion on SPACs and IPOs, with SPAC pioneer, Betsy Z.  Cohen, and Periscope’s Christine McNerney, CFA.

On June 11, 2026, the Supreme Court held in a 6-3 decision that Section 47(b) of the Investment Company Act of 1940, as amended (the “Act”) does not create a cause of action allowing private parties to sue for rescission of contracts that allegedly violate the Act.

For a detailed summary of the ruling, see the firm’s Decision Alert linked here.

Several federal financial regulators (the “Agencies”) have approved an interagency final rule to establish data standards that promote interoperability of financial regulatory data (the “Final Rule”). The Final Rule finalizes an interagency proposal that was issued in 2024. The Agencies received over 150 unique comments on the proposal from a wide range of stakeholders, including data standards organizations, financial services firms, industry and trade associations, academics, and governmental entities. In this Legal Update, we provide background regarding the FDTA and summarize key aspects of the Final Rule.

Continue reading this Legal Update.

On June 10, 2026, the Commodity Futures Trading Commission (the “CFTC” or the “Commission”) published a notice of proposed rulemaking (the “Proposal”) suggesting comprehensive amendments to CFTC Regulation 40.11 and adding a new Appendix F to Part 40 concerning event contracts traded on prediction markets. The Proposal would further specify the types of event contracts that may be determined contrary to the public interest under Section 5c(c)(5)(C) of the Commodity Exchange Act of 1936, as amended, and, therefore, may not be listed for trading or accepted for clearing on or through a CFTC-registered entity. Public comments on the Proposal are due by July 27, 2026.

The Proposal arrives at a time of extraordinary growth in prediction markets.  The CFTC describes event contracts as potentially valuable tools for price discovery, information aggregation, and hedging in connection with events that may not be addressed by traditional financial instruments. At the same time, the rapid proliferation of these products—spanning macroeconomics, politics, weather, sports, public health, scientific discoveries, awards, and other topics—has presented the Commission with difficult questions about where to draw the line between legitimate economic activity and activity contrary to the public interest.

Continue reading this Legal Update.

On June 4, 2026, the Supreme Court held in a unanimous decision that the Securities and Exchange Commission is not required to show that investors suffered pecuniary loss in order to obtain a disgorgement award in a civil enforcement action.

For a detailed summary of the ruling, see our Client Alert linked here.

On June 10, 2026, the Commodity Futures Trading Commission (“CFTC” or the “Commission”) published a notice of proposed rulemaking (the “NPRM”) proposing amendments to CFTC Regulation 40.11 and the addition of Appendix F to Part 40, concerning event contracts.  The CFTC is proposing to specify the types of event contracts that may be deemed contrary to the public interest and therefore may not be listed for trading or accepted for clearing on or through a CFTC-registered entity, as provided in the Commodity Exchange Act of 1936, as amended (“CEA”).  These proposed amendments would identify factors the CFTC would apply in making this public interest determination.  In addition, the CFTC is proposing to add a definition of the term “gaming” and a rule regarding when event contracts “involve” an underlying activity.  The CFTC seeks public comment on all aspects of proposed changes to Regulation 40.11 and new Appendix F.

As we have discussed previously, the prediction markets on which event contracts are traded have grown significantly.  Prediction market volume exceeded $25 billion in March 2026 and the number and diversity of event contracts listed for trading on CFTC-registered designated contract markets (“DCMs”) has increased from more than 220 in 2021 to over 8,000 types of contracts traded in May 2026.

Background

Currently, a DCM or swap execution facility can list new products either through self-certification or CFTC review and approval.  The CEA authorizes the CFTC to prohibit trading platforms from listing futures, options or swaps on an excluded commodity that involve terrorism, assassination, war, gaming, unlawful activity (under state or federal law) or other “similar activity” (collectively, the “Enumerated Activities”) if the CFTC determines that the contract is “contrary to the public interest” (referred to as the “Special Rule”).  The CFTC adopted Rule 40.11(a) in 2011 to implement this statute and it prohibits the listing of contracts that involve, relate to, or reference the Enumerated Activities. While the preamble to the NPRM asserts that Rule 40.11 establishes “a discretionary review framework rather than a self-executing per se prohibition,” the 2011 adopting release states that the CFTC intended for Rule 40.11 “to prohibit contracts based upon the” Enumerated Activities. It also provides that the CFTC may review and prohibit contracts if it determined that they involve, relate to, or reference events that are similar to the Enumerated Activities and contrary to the public interest.  In 2024, the CFTC proposed an amendment to Rule 40.11(a)(1) that would have defined “gaming” broadly (including the staking or risking of something of value on political contests, awards contests, sporting events, or related occurrences), but withdrew the proposal in 2026, stating that it would “reconsider them in light of various forms of state regulatory actions and litigation.”

The Proposed Framework

The Commission proposes to interpret the Special Rule as requiring a three-step inquiry before a determination that an event contract is prohibited. 

  1. First, the Commission must assess whether the contract qualifies as an “event contract” (i.e., based upon an occurrence, extent of an occurrence, or contingency in an excluded commodity). 
  2. Second, the Commission must determine whether the event contract “involves” an Enumerated Activity. 
  3. Third, if so, the Commission may block a contract from being listed only if it undertakes a public interest analysis and affirmatively determines the event contract is contrary to the public interest. 

Notably, the Special Rule does not provide that event contracts involving Enumerated Activities are per se contrary to the public interest; rather, it provides that the Commission “may determine” they are contrary.

Definition of “Involve” and “Gaming”

Key changes outlined in the NPRM are the proposed definition of when an event contract “involves” an Enumerated Activity and the term “gaming.” 

  • Proposed § 40.11(a)(3) states that event contracts “involve an activity if their settlement is determined by an occurrence, extent of an occurrence, or contingency in the activity.”
  • Proposed § 40.11(b) defines gaming as “any activity that: (i) one or more participants typically engage in for purposes of recreation or to entertain others; (ii) is governed by rules; and (iii) includes measurable occurrences or outcomes that depend on the participants’ luck, skill, or athletic ability during the activity.”

Multi-Factor Public Interest Analysis

Rather than applying a single static test, the NPRM establishes a multi-factor framework for determining whether event contracts are contrary to the public interest.  These factors include: (a) price discovery and information aggregation utility; (b) potential threats to market integrity (including manipulation susceptibility and information leakage); and (c) compliance and self-regulatory challenges arising from the prediction market’s capacity to administer the contracts.

Proposed Appendix F to Part 40 provides detailed illustrative guidance on how the Commission would apply these public interest factors, as well as the factors for determining whether event contracts involve an Enumerated Activity under § 40.11(a)(4). 

Treatment of Sports Event Contracts

Likely the most commercially significant aspect of the NPRM is the Commission’s preliminary views on event contracts involving sports.  The CFTC indicates that event contracts based on the aggregate outcomes of professional or collegiate sports events, including final scores, point differentials, win-loss results, tournament advancement, individual or team statistical performance, and season-long performance metrics, are unlikely to be found contrary to the public interest, provided they are based on objective and verifiable settlement criteria and listed by prediction markets that maintain appropriate surveillance, trading prohibitions, and coordination with relevant sports governing bodies.  In contrast, the CFTC identifies several categories of sports-related event contracts that would likely be found contrary to the public interest:

  • Player injury contracts
  • Officiating outcome contracts
  • Discrete-action contracts
  • Physical altercation contracts (not including combat sports, such as Mixed Martial Arts, Brazilian Jujitsu, Muay Thai, Boxing, and Wrestling)
  • Pre-collegiate sports events

Additionally, the Commission indicates that event contracts involving games of pure random chance (e.g., roulette) are highly likely to be found contrary to the public interest because they lack informational value. 

Contracts Outside the Scope of the Special Rule

The NPRM provides helpful guidance by identifying categories of event contracts that would generally fall outside the scope of the Special Rule entirely.  These include contracts based on:

  • Economic indicators
  • Financial indicators
  • Foreign exchange rates or currencies
  • Results of political elections and occurrences of political activities
  • Results or outcomes of honor and award contests

Read the CFTC’s press release and the Notice of Proposed Rulemaking. Comments are due 45 days after the publication of the proposed rules in the Federal Register. A more detailed Mayer Brown Legal Update will follow.

On June 2, 2026, the U.S. Securities and Exchange Commission (the “SEC”) published its Draft Strategic Plan for fiscal years 2026-2030, formally incorporating Chair Paul Atkins’ deregulatory and innovation-focused vision into the agency’s governing framework.  The plan is organized around three strategic goals:  (1) renewing regulatory policy, (2) reforming enforcement and stakeholder engagement, and (3) modernizing operations and increasing efficiency. 

Goal 1: Renewing Regulatory Policy Focus to Support Innovation, Capital Formation, Market Efficiency and Investor Protection

The first goal focuses on promoting “clear, fit-for-purpose rules that foster responsible innovation and deter misconduct.”  Key objectives include modernizing and simplifying disclosure practices, expanding access to private markets, and enabling new capital-raising pathways for entrepreneurs and small businesses.  We’ve seen some of these initiatives come to light in recent rulemaking proposals on registered offering reform and simplification of filer status. 

Particularly interesting, although not surprising, is the plan’s treatment of digital assets and distributed ledger technologies. The plan commits to providing a “firm regulatory foundation” for digital assets through a “rational, coherent, and principled approach,” including clarifying the boundaries of securities law as applied to crypto assets, enabling compliant capital formation through tokenized offerings, and resolving jurisdictional questions between the SEC and the Commodity Futures Trading Commission.  This is the plan’s most detailed single provision and consolidates the work of the Crypto Task Force and Chair Atkins’ broader “Project Crypto” initiative into the agency’s formal strategic framework.

The private markets language is also notable, while also consistent with previously published remarks.  The plan calls for providing “meaningful pathways for entrepreneurs to access capital in both private and public markets, including by modernizing rules that inhibit early-stage fundraising, streamlining disclosure requirements, and enhancing Regulation A for smaller issuers.”  Both Chair Atkins and Commissioner Peirce have advocated publicly for reforms to Regulation A to increase its use, including as a potential path for crypto offerings, such that the inclusion of this item within the plan seems to be a commitment to these changes.

Goal 2: Stakeholder Engagement and Enforcement Reform

The second goal represents what may be the most formal articulation yet of Chair Atkins’ position that his predecessors improperly used enforcement as a substitute for rulemaking.  The plan commits the agency to focusing on “clear violations of established law—particularly fraud and manipulation—rather than expanding regulatory reach through ad hoc enforcement actions.”

The plan also redefines how enforcement success should be measured, i.e., “not by the number of cases or fines, but by the deterrent effect and the clarity provided to the marketplace.”  This is consistent with the SEC’s track record over the past year:  standalone enforcement actions fell to 313 in FY 2025 (the lowest in a decade) and total monetary settlements declined 45% to $808 million.

Other notable elements under this goal include periodic retrospective reviews of existing rules, including those governing foreign private issuers, quarterly reporting, private fund reporting, and executive compensation, as well as an assessment of the agency’s administrative law framework in light of recent judicial decisions.  The plan also emphasizes increasing staff engagement with business and industry groups to facilitate compliance, signaling a more collaborative posture between the agency and market participants.

Goal 3: Operational Efficiency and Technology Modernization

The third goal prioritizes technology modernization as a “critical enabler of regulatory effectiveness.”  Most notably, the plan commits to a comprehensive review of EDGAR, which Chair Atkins has previously described as a legacy system in need of modernization.  The plan calls for the adoption of secure, scalable infrastructure to enhance data integrity, reduce operational risk, and support advanced analytics.

The plan also endorses the “responsible use of artificial intelligence and blockchain technologies” to improve oversight, reduce costs, and unlock new efficiencies. This aligns with the broader federal AI agenda, which calls on all agencies to revise or repeal regulations that block AI development and to establish regulatory sandboxes to test AI tools.

On the organizational side, the plan calls for streamlining management layers, consolidating duplicative offices, and reforming performance management systems in line with federal directives—a passage that reflects the broader government efficiency agenda of the current administration.

Takeaways

The Draft Strategic Plan does not itself create new rules or obligations, but it provides a roadmap of where this SEC intends to go (and at what pace).  The plan’s emphasis on disclosure simplification and materiality suggests future rulemaking to streamline and more than likely reduce reporting obligations is forthcoming. The EDGAR modernization commitment has significant potential practical implications, and any overhaul of the filing system could affect how registrants submit and format disclosure documents.

The comment period closes on July 2, 2026. Given the breadth of the plan’s policy ambitions, market participants and industry groups should consider submitting comments to shape the final version of what will serve as the SEC’s governing framework through 2030.  Access the SEC’s press release and draft of the SEC’s strategic plan.

June 11, 2026
8:30 a.m. – 9:30 a.m. ET
Mayer Brown LLP 14th Floor, 1221 Avenue of the Americas, New York, NY 10020
Register here.

Updated Agenda

Join us for this in-person CLE on June 11, 2026.

We will discuss the following, among other issues:

  • An Overview of Reg M
  • Revisiting Areas of Concern Following the Reg M Amendments and FINRA Rule 5190 
  • Products Linked to IPO Stocks & Reg M Compliance
  • Non-US Selling Group Members and Reg M Compliance
  • PIPEs, SPACs and DeSPACs, and ATMs and Reg M
  • The Rulemaking Petition to Amend Rule 105

This is an in-person presentation intended to encourage discussion.  There will be no recording or hybrid remote option available.