Agency Information Collection Activities; Submission for OMB Review; 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”) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed below.

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). The information required by Rule 477 is mandatory and is publicly available on the Commission's Electronic Data Gathering, Analysis, and Retrieval (“EDGAR”) system. 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 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.

The public may view and comment on this information collection request at: https://www.reginfo.gov/​public/​do/​PRAViewICR?​ref_​nbr=​202601-3235-006 or send an email comment to MBX.OMB.OIRA.SEC_desk_officer@omb.eop.gov within 30 days of the day after publication of this notice by May 14, 2026.