Among the many forms that a foreign private issuer has to file with the Securities and Exchange Commission, or SEC, is Form F-1. Discover the key components of the SEC Form F-1, the reasons for this form and tips on how to file.
What is SEC Form F-1?
Form F-1 is required for foreign companies that wish to be listed on a US stock exchange, such as the New York Stock Exchange or NASDAQ. Form F-1 is also referred to as a Registration Statement.
This form dates to the Securities Act of 1933 and is one of several forms developed for the purposes of disclosing important information to investors and increasing transparency within the broader financial markets.
Specifically, this form is intended to reduce securities fraud among foreign issuers by ensuring that investors have the same key points of detailed information about foreign-issued investments as domestic investments listed on the US exchanges.
Any foreign company that wishes to list their securities on a United States exchange must complete an SEC F-1 filing. This differs from SEC Form S-1, which is for U.S.-based companies. Form F-3 is a short form for follow-on offerings, while Form F-10 is intended for Canadian companies under the Multijurisdictional Disclosure System.
Key Components of SEC Form F-1
Key components of an SEC F-1 filing include:
- Cover Page Information: The inside and outside cover page are used to convey specific pieces of information, as outlined in Regulation S-K.
- Risk Factors: Risk factors discuss aspects of risk or speculation that the investor should know about when considering whether to invest.
- Use of Proceeds: The issuer must disclose, broadly speaking, how the investment proceeds will be used.
- Determination of Offering Price: The issuer is required to list the maximum aggregate offering price for the securities described in the form. In the determination of the offering price section, they shall explain the criteria used to determine the price point listed.
- Dilution: This is only required when the issuer is a Special Purpose Acquisition Company, or SPAC, and refers to the planned de-SPAC transaction process the entity envisions. This applies to a broad range of equity offerings, not just SPACs.
- Plan of Distribution: The issuer must provide a name for the underwriter managing the listing, a statement of the underwriter's obligation regarding the named securities, and information related to the distribution of the securities.
- Description of Securities: The entity describes which type of securities will be offered.
- Legal Matters: If the issuer is involved in any legal matters, this must be disclosed.
- Financial Statements: The issuer must provide audited financial statements, generally for a three-year period. The precise details regarding financial statements to be provided depend upon the entity type. For example, Emerging Growth Companies are only required to provide two years' worth of financial statements.
Filing Requirements for Form F-1
A foreign private issuer must complete an F-1 the first time they wish to sell securities on a US exchange. The issuer does not need to file the F-1 for subsequent offerings. Form F-1 is typically for initial public offerings, not all first sales.
Certain types of securities should not be reported on an F-1. These include asset-backed securities. Foreign private issuers uncertain if their securities need to be reported on an F-1 should consult the general instructions section of the form and may wish to seek counsel before filing their forms.
Common Filing Mistakes
There are a few common mistakes to note when it comes to the F-1 filing. Typical errors are neglecting to complete the form in English and forgetting attachments that include English translations. Omitting the translations would result in an incomplete filing. In other cases, filers neglect to follow proper SEC EDGAR formatting and submission procedures.
Another mistake is not submitting correlated forms. For example, if the securities listed on a form F-1 are part of a roll-up transaction, issuers may be required to additionally submit a Form F-4 to the SEC.
Ensure Form F-1 Compliance
For companies that wish to be listed on US exchanges, Form F-1 is an important gateway. Accordingly, entities should make sure to take their time preparing and formatting the F-1 filing, making sure that everything is accurate and up to date. Doing so will streamline the SEC review process and ensure IPO readiness as well as cross-border compliance.
For those considering filing Form F-1, DFIN's SEC filing software makes it easy to file accurate, up-to-date disclosures such as the F-1. DFIN's software keeps up with regulatory changes, includes verification and health-checks to avoid common mistakes and securely transmits data electronically to the SEC for added peace of mind. Discover why companies trust DFIN to assist them in gaining investor trust and improve governance.
