What is Form S-1?

SEC Form S-1 is the registration form required in the beginning to issue new securities as required by the SEC. Form S-1 is required for public companies based in the U.S. All securities that meet the requirement must file Form S-1 before listing shares on any national exchange, like the New York Stock Exchange. SEC Form S-1 is usually filed by companies in anticipation of their initial public offering (IPO). Companies are required to provide details on the current business model and competition and provide a brief prospectus of the planned security itself, information on the planned use of capital proceeds, offering price methodology, and any dilution that will occur to other listed securities. SEC Form S-1 is also generally referred to as the registration statement under the Securities Act of 1933.

Key Takeaways

• For US-based companies wishing to list on a national exchange, they must submit SEC Form S-1, which is an SEC registration requirement.
• It functions essentially as a company’s registration statement, which is often submitted alongside an IPO.
• The issuer files any required modifications or revisions under SEC Form S-1/A.
• Any substantial omissions or misrepresentations are the issuer’s responsibility.

Steps to File SEC Form S-1

1. Online Filing: Form S-1 and other SEC-mandated forms can be submitted by businesses online using EDGAR, or the Electronic Data Gathering, Analysis, and Retrieval system.

2. Generate ID: To file on EDGAR, individuals or businesses must first complete Form ID, an electronic application used to apply for a Central Index Key (CIK), and get access credentials.

3. Refer Instructions: The EDGAR Filers Quick Reference Guides include instructions on all necessary procedures, technical details, and answers to frequently asked questions.

4. Two Part of Form S-1: Form S-1 consists of two parts, i.e., the prospectus and other disclosures.

5. Complete Part 1: Part I is the prospectus, which is a legal document as required by the SEC. It contains information on the following topics: business operations, the use of proceeds, total proceeds, price per share, financial condition, management description, percentage of the business being sold by individual holders, and underwriters’ details.

6. Complete Part 2: The prospectus’s Part II is not legally obligatory. Exhibits, financial statement schedules, and recent sales of unregistered securities are included in this section. If there are any significant omissions or misrepresentations, the issuer will be held accountable.

Example of SEC Form S-1 Filing

• Speedy Taxis, Inc. is a multinational transportation company that provides cab services, courier services, food delivery, and freight transport. The company completed its IPO in May 2024, pricing 5 million shares at $23.

• There was an initial S-1 form filed in April, followed by five S-1/A filings for the filing of amendments.

• The initial filing included a proposed maximum amount the company intended to raise from investors, underwriters, its strategies for growth, and an explanation of the dual class of stock. It also described Speedy Taxis’s business and historical financial information.

Updating SEC Form S-1: Amendments and Revisions

1. Filing of Form S-1/A: The form is modified when there are revisions to important information or when the overall state of the market delays the offering. In this instance, Form S-1/A must be filed by the issuer.

2. Must Reveal Key Information: These registration forms must be completed in order to reveal material facts upon the registration of a company’s shares under the Shares Exchange Act of 1933, also known as the Truth in Securities Law.

3.Fulfills SEC Guidelines: This aids in the SEC’s accomplishment of the Act’s goals, which include forbidding fraud in the sale of the offered securities and requiring investors to obtain substantial information about the securities offered.

4. Applicability of Form S-3: Form S-3 is another form intended for businesses without the same continuous reporting obligations.

Conclusion

For a company intending to go public in the United States, Form S-1 is the registration statement that must be submitted to the Securities and Exchange Commission (SEC). It provides investors with a thorough overview of the business and financial standing of the firm, just like a prospectus would. An overview of the firm, its operations, and its future prospects may be found in the Form S-1 summary. When a firm goes public, it assists investors in making well-informed judgments about whether to purchase its shares.

Form S-1- FAQs

Which form is applicable for foreign security issuers in the US?

Foreign issuers of securities in the United States are required to file an SEC Form F-1 instead of an SEC Form S-1.

Who needs to file a Form S-1?

Any American business that plans to go public for the first time must submit a Form S-1. This is true for both direct listings and conventional IPOs. For overseas corporations wishing to sell shares in the United States, there is an additional form (Form F-1).

Why is Form S-1 an important document for investors?

When deciding whether or not to purchase stock in a company during an IPO, investors refer to the details provided in the firm’s SEC Form S-1 filing.

When is the last day to submit a Form S-1?

The SEC review procedure is time-consuming, but there is no specified deadline. Usually, businesses register far in advance of the day they hope to go public.

Can a company amend a Form S-1?

Yes, In the event of significant modifications or postponements, the business may submit a Form S-1/A amendment.

What happens after a Form S-1 is filed?

The file is examined by the SEC to make sure all disclosure obligations are met. The business may move on with its IPO after being authorized.

Reference:

• U.S. Securities and Exchange Commission
• EDGAR
• Eventbrite

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