Agency Information Collection Activities; Proposed Collection; Comment Request; Extension: Securities Act Rule 477

Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549-2736

Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (“Commission”) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval.

Rule 477 (17 CFR 230.477) under the Securities Act of 1933 (15 U.S.C. 77a et seq.) sets forth procedures for withdrawing a registration statement, including any amendments or exhibits to the registration statement. The rule provides that a registrant must sign any application for withdrawal and must state fully in it the grounds on which the registrant makes the application. The rule further provides that the registrant must state in the application that no securities were sold in connection with the offering. Rule 477's information collection requirements help to ensure that the Commission has sufficient information regarding a registrant's application to withdraw a registration statement to determine whether to grant such application (based on whether such withdrawal is consistent with the public interest and the protection of investors). We estimate that approximately 548 registrants file a withdrawal application under Rule 477, once per year each, for a total estimate of 548 responses annually. We estimate that Rule 477 requires one burden hour per response for a total annual burden of approximately 548 hours. We estimate that registrants carry 100% of ( printed page 3935) the burdens associated with Rule 477 internally and, therefore, that there is no cost burden associated with Rule 477.

An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number.

Written comments are invited on: (a) whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency's estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology.

Please direct your written comments on this 60-Day Collection Notice to Austin Gerig, Director/Chief Data Officer, Securities and Exchange Commission, c/o Tanya Ruttenberg via email to PaperworkReductionAct@sec.gov by March 30, 2026. There will be a second opportunity to comment on this SEC request following the Federal Register publishing a 30-Day Submission Notice.