SEC Form F-1: Filing, SEC Review, and Effectiveness

SEC Form F-1 is the registration statement a foreign private issuer files to sell securities to the U.S. public for the first time, and meeting its requirements means qualifying as a foreign private issuer, preparing audited financial statements under an accepted accounting framework, providing the narrative disclosures pulled in from Form 20-F, filing material contracts as exhibits, submitting the package electronically through EDGAR, and paying a registration fee of $138.10 per million dollars of securities offered for fiscal year 2026.¹ The SEC’s Division of Corporation Finance generally issues its first round of comments about 27 calendar days after filing.

Who Can File on Form F-1

Form F-1 is available to any foreign private issuer for which no other SEC form is authorized or prescribed.² The eligibility question is really a status question: does the company count as a foreign private issuer at all?

The test runs in two steps. First, check whether more than 50 percent of the company’s outstanding voting securities are held by U.S. residents. If they are not, the company qualifies and the analysis stops. If they are, the company can still qualify so long as none of the following is true: a majority of its directors or executive officers are U.S. citizens or residents, more than 50 percent of its assets are located in the United States, or the business is administered principally from within the United States.³ A company that fails every prong is treated as a domestic issuer and must register on Form S-1 instead.⁴

Status is retested on the last business day of the company’s second fiscal quarter each year. A company that loses foreign private issuer status has to shift to domestic reporting forms going forward, so rapid growth in U.S. institutional ownership after an IPO is worth watching closely.

What the Registration Statement Must Contain

An F-1 is a full disclosure document. It has three main pieces: audited financial statements, narrative disclosures about the business, and exhibits documenting material contracts.

Financial Statements

A foreign private issuer must include audited balance sheets for two years and audited income statements, cash flow statements, and statements of changes in equity for three years. Regulation S-X governs the form and content of every financial statement filed with the SEC.⁵

Three accounting frameworks are accepted. U.S. GAAP is the default. IFRS as issued by the International Accounting Standards Board is accepted with no reconciliation to U.S. GAAP required, which is a meaningful advantage for companies already reporting internationally.⁶ A company reporting under any other local GAAP must include a full reconciliation to U.S. GAAP so American investors can compare the numbers on a consistent basis. A first-time registrant that elects U.S. GAAP may provide only two years of income and cash flow statements.

Narrative Disclosures

Form F-1 incorporates the disclosure items from Form 20-F by reference, so the narrative content largely mirrors what a foreign private issuer would include in an annual report.⁷ The core items are:

A business overview covering operations, products, competition, and any seasonal patterns.
Risk factors specific to the company, including reliance on key suppliers, currency exposure, home-country regulation, and geopolitical risk.
A detailed use-of-proceeds statement showing how the money raised will be spent.
Material real property holdings and any pending legal proceedings.
Compensation for directors and executive officers.
Related-party transactions, including loans, purchases, and service arrangements involving insiders.

Material Contract Exhibits

Any material contract, acquisition plan, or reorganization agreement executed during the reporting period has to be filed as an exhibit.⁸ Personal information such as bank account numbers and home addresses can be redacted. Where multiple contracts are substantially identical, one representative copy can be filed with a schedule identifying the differences.

Relief for Emerging Growth Companies

Many first-time F-1 filers also qualify as emerging growth companies under the JOBS Act. The revenue cutoff is $1.235 billion in total annual gross revenue during the most recently completed fiscal year.⁹ Emerging growth companies get several accommodations that lighten what an F-1 must contain and how it can be marketed:

Two fiscal years of audited income statements, cash flow statements, and statements of changes in equity, instead of the standard three.
No independent auditor attestation of internal controls over financial reporting under Sarbanes-Oxley Section 404(b).
Permission to test the waters with qualified institutional buyers and institutional accredited investors before or after filing.
Reduced narrative disclosure of executive compensation.

The status ends at the earliest of the fifth anniversary of the IPO, the fiscal year in which revenue exceeds $1.235 billion, the date the company becomes a large accelerated filer, or the date it has issued more than $1 billion in non-convertible debt over a rolling three-year period.⁹

How the F-1 Is Filed

All registration statements are transmitted through the SEC’s EDGAR system.¹⁰ A successful transmission produces a confirmation, and the filing becomes publicly viewable on the SEC’s website. The fiscal year 2026 registration fee is $138.10 per million dollars of the maximum aggregate offering price.¹ For a $500 million offering, that works out to roughly $69,050.

A foreign private issuer can also submit an F-1 to the SEC as a nonpublic draft before making anything public. The company must confirm in a cover letter that it will publicly file the registration statement and all prior draft submissions at least 15 days before any road show, or, if there is no road show, at least 15 days before the requested effective date.¹¹ The initial draft can omit the names of underwriters; those are added in later submissions and in the eventual public filing. If the deal falls apart during nonpublic review, nothing about it ever reaches EDGAR.

What the SEC Review Looks Like

After filing or confidential submission, the Division of Corporation Finance reviews the document and generally issues its first set of comments within about 27 calendar days. Comments typically ask for clarifications, additional disclosure, or changes to specific sections. The company answers each comment in writing and files an amended registration statement, designated Form F-1/A, that incorporates the requested changes.

Rounds of amendments and further comments can follow. The process closes when the SEC is satisfied with the disclosures and the company requests that the registration statement be declared effective. Comment letters and the company’s responses become available on EDGAR no earlier than 20 business days after effectiveness.¹¹

Communication Limits While the Offering Is Live

Section 5 of the Securities Act places strict limits on what a company can say publicly during the offering, and those limits apply to the company, its officers, and the underwriting syndicate. Violations can delay or derail the deal.

Before the registration statement is filed, the company cannot make offers to sell securities. The SEC reads “offer” broadly to include anything that could condition the market or generate unusual interest in the stock, so press releases, media interviews, and promotional materials referring to the offering all count. Ordinary business communications can continue, but they cannot function as a back door for promoting the deal. Rule 163A provides a safe harbor for communications made more than 30 days before filing, provided those communications don’t reference the offering and the company takes reasonable steps to prevent further distribution during the final 30-day window.

Once the registration statement has been filed but is not yet effective, the rules loosen. Oral offers are permitted, and written offers are allowed if they meet the prospectus requirements of Section 10. The preliminary prospectus, sometimes called the red herring, becomes the main marketing document. Emerging growth companies have the added ability to test the waters with institutional investors even before filing.

Liability for What’s in the Filing

Accurate disclosure is not just a compliance concern. Section 11 of the Securities Act gives any investor who buys a registered security a private right of action if the registration statement contained a material misstatement or omitted something material. The potential defendants include everyone who signed the registration statement, every director at the time of filing, every accountant or expert who certified part of it, and every underwriter on the offering.¹²

Liability is strict as to the issuer itself. The plaintiff need not show the company knew of the error. Directors, underwriters, and accountants can raise a due diligence defense by proving they conducted a reasonable investigation and had no reason to believe the statement was false, but that defense is difficult to establish in practice. Section 11 exposure is a large part of why underwriters push for thorough disclosure while the F-1 is being drafted.

Separately, the SEC can suspend trading in a company’s securities for up to 10 business days and can bring enforcement actions for fraudulent disclosure. Nasdaq and the NYSE can impose extended halts or delist the company entirely for persistent disclosure failures.

What Comes After the F-1 Becomes Effective

Meeting the F-1 requirements gets a company through the initial offering. It does not end the reporting obligations. Once effective, the company becomes subject to periodic reporting under the Securities Exchange Act of 1934.¹³ Foreign private issuers file annual reports on Form 20-F within four months after fiscal year end,¹⁴ and use Form 6-K between annual reports to furnish material information they publish in their home country, file with a foreign exchange, or distribute to shareholders.¹⁵ Foreign private issuers are not required to file quarterly reports on Form 10-Q or proxy statements.

Insider reporting is changing. Starting March 18, 2026, directors and officers of foreign private issuers with securities registered under Section 12 of the Exchange Act must file Section 16(a) ownership reports on Forms 3, 4, and 5. The requirement comes from the Holding Foreign Insiders Accountable Act, enacted in December 2025. It applies to directors and officers only, not to 10-percent shareholders, and the short-swing profit recovery provisions of Section 16(b) remain inapplicable to foreign private issuers.¹⁶

1
Securities and Exchange Commission. Order Making Fiscal Year 2026 Annual Adjustments to Registration Fee Rates
2
eCFR. 17 CFR 239.31 – Form F-1, Registration Statement Under the Securities Act of 1933
3
eCFR. 17 CFR 240.3b-4 – Definition of Foreign Government, Foreign Issuer and Foreign Private Issuer
4
Securities and Exchange Commission. Form S-1 – Registration Statement Under the Securities Act of 1933
5
eCFR. 17 CFR Part 210 – Form and Content of and Requirements for Financial Statements
6
Securities and Exchange Commission. Financial Reporting Manual – Topic 6 – Foreign Private Issuers and Foreign Businesses
7
Securities and Exchange Commission. Form F-1 – Registration Statement Under the Securities Act of 1933
8
eCFR. 17 CFR 229.601 – (Item 601) Exhibits
9
U.S. Securities and Exchange Commission. Emerging Growth Companies
10
U.S. Securities and Exchange Commission. Submit Filings
11
U.S. Securities and Exchange Commission. Enhanced Accommodations for Issuers Submitting Draft Registration Statements
12
Office of the Law Revision Counsel. 15 USC 77k – Civil Liabilities on Account of False Registration Statement
13
Office of the Law Revision Counsel. 15 USC 78m – Periodical and Other Reports
14
Securities and Exchange Commission. Form 20-F
15
U.S. Securities and Exchange Commission. Form 6-K – Report of Foreign Private Issuer
16
Securities and Exchange Commission. Holding Foreign Insiders Accountable Act Disclosure