SEC Form F-1 is the registration statement a foreign company files with the Securities and Exchange Commission to register securities for a first public offering in the United States. It is the default form for any foreign private issuer that does not qualify for a more specialized SEC form, which makes it the standard pathway for non-US companies bringing an IPO to American investors.1eCFR. 17 CFR 239.31 – Form F-1, Registration Statement Under the Securities Act of 1933 Filing on F-1 means qualifying as a foreign private issuer, building a full prospectus, clearing multiple rounds of SEC and FINRA review, and then living with a set of ongoing reporting obligations once the shares begin trading.
Who Qualifies as a Foreign Private Issuer
Everything about the F-1 path depends on foreign private issuer status. FPI treatment unlocks the ability to report under international accounting standards, file fewer periodic reports, and present executive compensation less granularly. A company organized outside the United States that fails the test uses the same forms and follows the same rules as a US domestic company.
Under SEC Rule 405, a company organized outside the United States qualifies as an FPI unless both of these are true. First, more than 50% of its outstanding voting securities are held by US residents. Second, at least one of the following US business connections exists: a majority of directors or executive officers are US citizens or residents, more than 50% of assets are located in the United States, or the business is administered principally from the United States.2eCFR. 17 CFR 230.405 – Definitions of Terms If more than half the voting shares sit with US holders but none of the business connections exists, the company still qualifies. If 50% or fewer of the voting shares are held by US residents, the business contacts do not matter at all.
To calculate ownership, the company looks at record holders, known beneficial owners, and intermediaries such as brokers and banks. The inquiry into customer accounts can be limited to nominees in the United States, the company’s home jurisdiction, and the primary trading market for its shares. If information about a nominee’s underlying customers is not available after reasonable inquiry, the company can assume those customers live wherever the nominee is based.2eCFR. 17 CFR 230.405 – Definitions of Terms
For a first registration statement, the FPI determination must be made within 30 days before filing. After that, the test is performed annually on the last business day of the second fiscal quarter.3Securities and Exchange Commission. Financial Reporting Manual – Topic 6 – Foreign Private Issuers and Foreign Businesses A company that fails the test does not lose FPI privileges immediately. The switch to domestic reporting takes effect on the first day of the fiscal year following the determination date, giving the company roughly six months to prepare for Forms 10-K, 10-Q, and 8-K.
What Goes in the Filing
The F-1 is a prospectus that must give investors everything they need to evaluate the company and decide whether to buy the shares. Non-financial disclosure follows the requirements of Form 20-F; financial statements follow Regulation S-X.4Securities and Exchange Commission. Form F-1 – Registration Statement Under the Securities Act of 1933 Getting this document wrong carries real consequences. Under Section 11 of the Securities Act, any person who buys a security covered by a registration statement containing a material misstatement or omission can sue every person who signed the registration statement, every director, the auditors, and every underwriter.5Office of the Law Revision Counsel. 15 USC 77k – Civil Liabilities on Account of False Registration Statement That liability is strict for the issuer and reaches everyone involved in preparing the document.
Risk Factors
Risk factors describe the most significant threats to the business and its financial condition. Generic boilerplate does not survive SEC review. Each risk factor must be specific to the company and explain how the risk could affect investors. For a foreign issuer, this section typically needs to address risks that domestic companies do not face: currency controls that could prevent moving cash out of the home country, political instability in the operating region, differences in shareholder legal protections, and regulatory risks specific to the industry in that jurisdiction.
Management’s Discussion and Analysis
The MD&A is where management explains the story behind the numbers rather than restating them. The section must address the trends, uncertainties, and events driving performance, letting investors see the business through management’s eyes.6Securities and Exchange Commission. Commission Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations It must cover liquidity, capital resources, and results of operations for every period presented in the financial statements. If the company uses a non-US accounting standard, the MD&A should explain how the underlying accounting framework shapes the way results are presented.
Use of Proceeds and Other Disclosures
The F-1 must specify how the company plans to spend the money it raises. Vague references to “general corporate purposes” will not do. Proceeds must be allocated to specific categories such as capital spending, research, debt repayment, or acquisitions, with approximate dollar amounts for each. If a large portion of the proceeds remains unallocated, the prospectus must explain why.
The remaining sections cover organizational structure, properties, executive compensation, related-party transactions, and corporate governance. FPIs get some relief on compensation disclosure and can often present aggregate figures for the board and senior management rather than the individualized breakdown required of US domestic companies. The filing must also describe any material differences between the corporate governance practices of the company’s home country and the listing standards of the US exchange where the shares will trade.
Financial Statements and Accounting Standards
The financial statements consume more time and resources than any other section. Under Regulation S-X, the filing must include audited balance sheets for the two most recent fiscal years and audited income statements, cash flow statements, and statements of shareholders’ equity for the three most recent fiscal years.7eCFR. 17 CFR 210.3-01 – Consolidated Balance Sheets All audited statements must be prepared by a firm registered with the Public Company Accounting Oversight Board.
FPIs have a real choice in accounting standards. They can present their primary financial statements under US GAAP, or they can use International Financial Reporting Standards as issued by the IASB without any reconciliation to US GAAP.8Securities and Exchange Commission. Acceptance From Foreign Private Issuers of Financial Statements Prepared in Accordance With International Financial Reporting Standards Without Reconciliation to U.S. GAAP A company using its home-country accounting standards instead of IFRS-IASB must provide a full reconciliation to US GAAP in the footnotes, detailing every material difference in measurement and presentation. That reconciliation is expensive and time-consuming, which is why most FPIs heading into a US IPO adopt IFRS-IASB or US GAAP outright rather than reconciling from a local standard.
The financial statements must also be reasonably current at the time the F-1 becomes effective. If more than a year has elapsed since the most recent audited balance sheet date, the company must include unaudited interim financial statements prepared under the same accounting standards as the annual statements.
American Depositary Shares
Most FPIs do not list their ordinary shares directly. Instead, they issue American Depositary Shares, which represent the underlying foreign shares and trade on the NYSE or NASDAQ alongside domestic equities. A US commercial bank serves as depositary, holding the foreign shares through a local custodian and issuing ADSs to US investors. The depositary handles dividend conversions into US dollars, relays voting information to ADS holders, and assists with foreign tax treaty filings.
When an FPI uses the ADS structure, the F-1 must describe the deposit agreement, the ratio of ADSs to underlying shares, the depositary’s fees, and any restrictions on the withdrawal of ordinary shares. Depositary fees for issuance and cancellation are typically waived for the initial offering but apply to later deposits and withdrawals. This structure adds documentation to the F-1 but solves practical problems around settlement, custody, and currency conversion that would otherwise deter US institutional investors.
Emerging Growth Company Benefits
Many companies filing an F-1 also qualify as an emerging growth company under the JOBS Act, which layers additional benefits on top of FPI status. A company qualifies as an EGC if its total annual gross revenues are below $1.235 billion during its most recently completed fiscal year and it had not sold common equity under a registration statement before December 8, 2011.9U.S. Securities and Exchange Commission. Emerging Growth Companies EGC status runs for the first five fiscal years after the IPO, unless revenue crosses the threshold sooner or another disqualifying event occurs.
Two EGC benefits matter most during the F-1 process. Confidential submission lets an EGC file the draft F-1 with the SEC without making it public while the review runs. The confidential submission and all amendments must be publicly filed at least 15 days before the company begins a roadshow, or, if there is no roadshow, at least 15 days before the anticipated effective date.10U.S. Securities and Exchange Commission. JOBS Act Frequently Asked Questions – Confidential Submission Process Scaled disclosure allows fewer years of audited financial statements in the initial confidential submission and phases in certain governance requirements. EGCs are also exempt from the Sarbanes-Oxley Section 404(b) requirement for an external auditor attestation on internal controls for as long as they hold EGC status.11U.S. Securities and Exchange Commission. JOBS Act Frequently Asked Questions That single reprieve can save a foreign company millions of dollars and months of preparation in the early public years.
What You Can and Can’t Say Before Effectiveness
The Securities Act tightly controls what a company can say about its securities at every stage of registration. Before the registration statement is filed, Section 5(c) makes it illegal to offer securities by any means. The SEC reads that broadly to include press releases, interviews, and other public statements that could be seen as generating interest in a future offering. Companies planning an F-1 filing must be careful that ordinary business communications do not cross into market conditioning.
After the F-1 is filed but before it goes effective, oral offers are allowed, but any written offer must be accompanied by or consist of the preliminary prospectus. Media contacts must remain consistent with what is already disclosed in the registration statement.
The useful exception is the “test-the-waters” accommodation. Originally limited to EGCs under the JOBS Act, the SEC extended it to all issuers through Rule 163B in 2019.12U.S. Securities and Exchange Commission. SEC Adopts New Rule to Allow All Issuers to Test-the-Waters It permits the company or its representatives to have oral or written conversations with qualified institutional buyers and institutional accredited investors, before or after filing the registration statement, to gauge interest in a potential offering. There are no filing or legending requirements for those communications, though companies subject to Regulation FD must still consider whether the information shared triggers separate disclosure obligations.
The SEC and FINRA Reviews
Once the F-1 is submitted, the SEC staff conducts an initial review that typically takes about 27 to 30 calendar days. The staff then issues a comment letter identifying concerns, requesting additional disclosure, and asking questions about specific parts of the filing. Common focus areas include the basis for FPI status, the specificity of risk factors, the clarity of the MD&A, and technical compliance of the financial statements with Regulation S-X.
The company’s working group responds to each comment in a detailed letter and simultaneously files an amended F-1 incorporating the requested changes. Subsequent review cycles are shorter but can raise new questions triggered by the revised disclosure. Most filings go through two or three rounds of comments before the staff clears the registration statement. Total elapsed time from initial submission to final clearance varies with the complexity of the business and the quality of the initial filing.
Running in parallel, the offering’s underwriters must file the F-1 and all related compensation arrangements with FINRA for a separate review of underwriting terms. FINRA Rule 5110 requires that all public offerings in which a member firm participates be filed for review, and no member may sell securities in the offering until FINRA issues an opinion of “no objection” to the underwriting compensation and arrangements.13FINRA.org. 5110. Corporate Financing Rule – Underwriting Terms and Arrangements The filing must be made within three business days after any documents are submitted to the SEC, including confidential submissions. FINRA reviews the underwriting agreement, any lock-up arrangements, warrant agreements, and the estimated maximum value of every item of underwriting compensation. A slow FINRA review can hold up an otherwise cleared offering, so experienced deal teams file early and respond promptly.
Roadshow, Pricing, and Going Effective
If the company used the confidential submission process, the F-1 and all prior amendments must be publicly filed on EDGAR at least 15 days before the roadshow begins.10U.S. Securities and Exchange Commission. JOBS Act Frequently Asked Questions – Confidential Submission Process The roadshow itself typically runs seven to ten trading days, during which company management and the underwriters present to institutional investors, answer questions, and build an order book. The preliminary prospectus distributed during this period, often called the “red herring” for the red-ink disclaimer that the registration statement is not yet effective, gives investors the full disclosure document minus the final price.
At the end of the roadshow, the underwriters and the company agree on a final offering price based on investor demand. The company files a pricing amendment with the specific offering price, underwriter compensation, and finalized use-of-proceeds breakdown, along with a request for acceleration under Rule 461 asking the SEC to declare the registration statement effective at a specific date and time.14eCFR. 17 CFR 230.461 – Acceleration of Effective Date That declaration is the legal green light to sell the registered securities. Lock-up agreements typically prevent insiders and pre-IPO shareholders from selling their shares for 180 days after the offering.15U.S. Securities and Exchange Commission. Initial Public Offerings, Lockup Agreements Lock-ups are contractual arrangements between the company, insiders, and the underwriters rather than SEC requirements, but they are nearly universal.
Reporting Obligations After the IPO
Once the F-1 is effective and shares are trading, the company becomes a public reporting issuer. FPIs carry a lighter reporting burden than domestic companies. The core filing is the annual report on Form 20-F, due within four months after the end of the company’s fiscal year.16U.S. Securities and Exchange Commission. Form 20-F Unlike domestic issuers, FPIs are not required to file quarterly reports on Form 10-Q.
FPIs do file reports on Form 6-K to keep the US market informed as events happen. A 6-K is required whenever the company makes a public announcement in its home country, files a report with its home-country regulator, or distributes material information to shareholders. The 6-K must be filed promptly after the information becomes public and covers topics ranging from financial results to changes in management, legal proceedings, and material acquisitions.17Securities and Exchange Commission. SEC Form 6-K – Report of Foreign Private Issuer
Sarbanes-Oxley Section 404 requires management to assess the effectiveness of the company’s internal control over financial reporting and include that assessment in the annual Form 20-F.18U.S. Securities and Exchange Commission. Sarbanes-Oxley Section 404 Costs and Remediation of Deficiencies For non-EGC companies, Section 404(b) also requires the external auditor to provide its own attestation report on those internal controls. Companies that qualify as EGCs are exempt from the auditor attestation requirement for the duration of EGC status, up to five fiscal years after the IPO.11U.S. Securities and Exchange Commission. JOBS Act Frequently Asked Questions Even with the exemption, management must still build and evaluate its own internal control framework from the start.
Beyond SEC reporting, the company must comply with the ongoing listing standards of the exchange where its shares trade. Those standards cover board independence, audit committee composition, shareholder approval of equity compensation plans, and other governance practices. FPIs can often follow home-country governance practices in place of certain exchange rules, but they must disclose any significant differences between their home-country standards and the exchange’s requirements.