Search within this section
Select a section below and enter your search term, or to search all click PwC SEC volume
Favorited Content
SEC 8110 - Form F-1
Publication date: 30 Sep 2023
us PwC SEC Volume
.1 General
.11 What is Form F-1 and where can I find it?
Form F-1 is the basic registration form under the Securities Act for foreign private issuers (FPIs). It is generally used when a FPI undertakes an initial public offering of its common stock under the Securities Act and in situations where no other Securities Act form is prescribed.
The disclosure requirements of Form F-1 are set forth under the various items within the body of the form and generally cross-reference to Regulation S-X, Regulation S-K and Form 20-F for the specific requirements.
The text of Form F-1 is available on the SEC’s website (https://www.sec.gov/files/formf-1.pdf).
Other sources that issuers should consider when preparing a Form F-1 include the General Instructions to Form F-1 and Regulation C, which contains the general requirements for preparing and filing a registration statement under the Securities Act. Additionally, the SEC staff has published extensive interpretive guidance including various Compliance & Disclosure Interpretations and Industry Guides.
.12 Will the SEC staff review a Form F-1 on a non-public basis?
Yes, under certain circumstances. Section 6(e) of the Securities Act provides that certain registration statements prepared by Emerging Growth Companies (EGCs) (as defined in Securities Act Rule 405) may be submitted to the SEC for non-public review.
The SEC staff also permits first-time foreign registrants, upon request, to submit their initial Securities Act or Exchange Act registration statements for staff review on a non-public basis. Under this policy, the SEC staff reviews initial registration statements of foreign issuers that are submitted on a non-public basis only where the registrant is:
– a foreign government registering its debt securities;
– a FPI that is listed or is concurrently listing its securities on a non-US securities exchange;
– a FPI that is being privatized by a foreign government; or
– a FPI that can demonstrate that the public filing of an initial registration statement would conflict with the law of an applicable jurisdiction.
Shell companies, blank check companies, and issuers with no, or substantially no, business operations are not permitted to use the nonpublic submission process.
Additionally, the SEC’s Division of Corporation Finance permits all issuers (i.e., not just EGCs) to submit certain registration statements for non-public review. Registration statements submitted for non-public review are referred to as draft registration statements.
The non-public review process is intended to facilitate the formation of capital by allowing companies to work through SEC comments before their registration statement is publicly available.
.121 Where can I find additional information relating to draft registrations and non-public SEC staff review?
The announcement of the nonpublic submission process for FPIs can be found at http://www.sec.gov/divisions/corpfin/internatl/nonpublicsubmissions.htm.
Foreign issuers would submit their draft registration statements in the same manner as EGCs, as described in http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.
The announcement of the Division of Corporation Finance policy for non-public review can be found at http://www.sec.gov/corpfin/announcement/draft-registration-statement-processing-procedures-expanded.
The SEC staff has published FAQs on voluntary submission of draft registration statements available at http://www.sec.gov/corpfin/voluntary-submission-draft-registration-statements-faqs.
The SEC staff has published Securities Act Forms CDIs 101.04 and 101.05.
SEC 2170 contains a discussion of requirements applicable to EGCs.
.122 What registration statements may be submitted on a draft basis for non-public SEC staff review?
See SEC 2110.121.
.123 Will draft registration statements and associated SEC staff comments and issuer responses remain non-public?
See SEC 2110.122.
.13 Does Form F-1 permit issuers to incorporate information by reference?
Yes, under certain circumstances. Form F-1 allows registrants that meet the requirements in General Instruction VI to provide the information required by Items 3 and 4 of Form F-1 through incorporation by reference of previously filed Exchange Act filings (e.g., Form 20-F). This mechanism is sometimes referred to as “backward incorporation” because the documents that are incorporated by reference have been previously filed. If the registrant elects to incorporate information by reference, Item 4A of Form F-1 requires the registrant to describe all material changes in the registrant's affairs that have occurred since the end of the latest fiscal year and have not been described in a Form 10-Q, Form 8-K or Form 6-K filed under the Exchange Act and incorporated by reference.
[Editor’s note: When a Form 20-F is incorporated by reference into a Form F-1, the SEC requires the financial statements to be current as of both the filing and effective dates of the registration statement. Therefore, separate financial statements may be required in a Form F-1 prospectus if the financial statements incorporated by reference do not reflect certain events subsequent to the date of those financial statements. SEC 8130.23 includes a discussion of the types of subsequent events that may require revised financial statements.]
.2 Financial statement requirements
Financial statement requirements of the registrant are addressed in Item 8 of Form 20-F.
In addition to consolidated financial statements of the issuer, Regulation S-X may require separate financial information in Form F-1 for one or more of the following situations:
- The registrant (parent company) pursuant to S-X 5-04(c), S-X 7-05(c), and S-X 12-04 (see SEC 4510);
- Unconsolidated majority-owned subsidiaries pursuant to S-X 3-09 (see SEC 4520);
- Fifty percent or less-owned persons accounted for by the equity method pursuant to S-X 3-09 (see SEC 4520);
- Guarantors of registered securities pursuant to S-X 3-10 and S-X 13-01 (see SEC 4530);
- Affiliates whose securities collateralize an issue of registered debt pursuant to S-X 3-16 or S-X 13-02 (see SEC 4540); and
- Businesses acquired or to be acquired and real estate operations acquired or to be acquired pursuant to S-X 3-05 or S-X 3-14 (see SEC 4550, SEC 4555 and SAB Topic 1-J).
See SEC 8100.2 for discussion of SEC financial statement requirements in a registration statement. See SEC 8100.23 for information on the age of financial statement requirements.
[Editor's note: Special accommodations for EGCs which allow them to provide only two years of financial statements may apply to the separate financial information described above (see SEC FRM 10220.5).]
[Editor’s note: Companies contemplating an IPO and auditors should evaluate the specific independence matters related to performing an audit in accordance with SEC independence requirements.]
.22 Will the SEC staff permit a non-EGC to omit certain financial statements otherwise required by Form F-1 from a draft registration statement?
Yes. See SEC 2110.22.
.23 May an EGC preparing an initial public offering of its equity securities omit certain financial statements otherwise required by Form F-1 from a draft registration statement or from a publicly filed registration statement?
Yes. See SEC 2110.23.
.24 Do the financial statements of the registrant included in a Form F-1 need to comply with the accounting guidance applicable to public companies?
Yes. The required financial statements and related footnotes for a private company filing an initial registration statement in connection with an IPO should be reviewed for compliance with relevant GAAP requirements and accounting standards that apply specifically to public companies (e.g., earnings per share). In particular, the company's financial statements included in the registration statement generally must comply with the accounting standards (including transition provisions) that are applicable to SEC registrants as if the company had always been an SEC registrant, subject to transition guidance in the applicable accounting basis used for preparing the financial statements.
.25 Does a company need to include interim financial statements in a Form F-1?
Maybe. Depending upon the date of filing, the registrant may also be required to provide unaudited interim financial statements. See SEC 8100.23 for a detailed discussion regarding age of financial statements for FPIs and foreign businesses in Securities Act filings. See SEC 8100.24 and .243 for discussion of requirements related to interim financial statement and more current published financial information.
.7 Accountants’ consent
.71 Where can I find information relating to the SEC’s requirements for accountants’ consents?
See SEC 2400 for a discussion of accountants’ consents.
.8 Experts language
.81 Where can I find information relating to experts language?
See SEC 2300 for a discussion of experts language.
.9 Frequently asked questions
.901 Does S-X 3-06 permit a company preparing a Form F-1 in connection with its initial public offering of common stock to provide its audited financial statements for a nine-month period in lieu of its financial statements for a full a fiscal year even if there is no change in fiscal year-end?
No. See SEC 2110.903.
.902 Is a registrant required to provide additional disclosures and pro forma information when the offering proceeds may or will be used to finance an acquisition?
.903 Is a registrant required to provide pro forma earnings per share or pro forma financial information when the offering proceeds are used to retire debt or preferred stock?
See SEC 2110.905.
.904 Is a registrant required to provide pro forma financial information when distributions at or prior to closing of an IPO are expected?
See SEC 2110.906.
.905 Is a registrant required to provide pro forma financial information when there is a change in capitalization at or prior to closing?
See SEC 2110.907 and Item 3.B of Form 20-F.
.906 Is incorporating by reference or cross-referencing to information outside of the financial statements permitted in financial statements?
See SEC 2110.908.
See General Instruction VI of Form F-1 and Securities Act Rule 411(a).
.907 Does Form F-1 require disclosures of changes in a registrant’s certifying accountants?
Yes. Item 4(d) of Form F-1 requires disclosure of changes in a registrant's certifying accountants in accordance with the information requirements of Item 16F of Form 20-F. See related guidance on Item 16F disclosures at SEC 8100.51.
See SEC 6150 for additional disclosure guidance related to changes in auditors.
.908 Does Form F-1 specifically require disclosures of a selected financial data table?
No. In SEC Release No. 33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information, the SEC eliminated the requirement for Selected Financial Data which was previously set forth in Item 3.A of Form 20-F. See SEC 2110.910.
PwC. All rights reserved. PwC refers to the US member firm or one of its subsidiaries or affiliates, and may sometimes refer to the PwC network. Each member firm is a separate legal entity. Please see www.pwc.com/structure for further details. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors.
Link copied
