What Is SEC Form F-1?
SEC Form F-1 is a filing with the Securities and Exchange Commission (SEC) required for the registration of certain securities by foreign issuers. SEC Form F-1 is required to register securities issued by foreign issuers for which no other specialized form exists or is authorized.
- SEC Form F-1 is the registration required for foreign companies that want to be listed on a U.S. stock exchange.
- Any amendments or changes that have to be made by the issuer are filed under SEC Form F-1/A.
- After the foreign issuer's securities are issued, the company is required to file Form 20-F annually.
- The issuer is responsible for any material misrepresentations or omissions.
Understanding SEC Form F-1
Form F-1, which is also known as a Registration Statement, is a requirement under the Securities Exchange Act of 1933. This act—often referred to as the "truth in securities" law— requires that these forms, providing essential facts, are filed to disclose important information upon registration of a company's securities. Form F-1 helps the SEC achieve the objectives of this act. Foreign issuers, with which domestic investors may be less familiar, are required to disclose significant information regarding securities offered to minimize or prevent fraud.
The instructions for Form F-1 are extensive, but the bulk of the filing centers around summary information about the business, risk factors, management and compensation, financial statements and notes to the statements, material changes with respect to accounting in the financial statements, and details on the securities offering. Any amendments or changes which have to be made by the foreign issuer are filed under Form F-1/A ("A" denotes amendment).
After the foreign issuer's securities are issued, the company is required to file Form 20-F annually with the SEC.
Example Using SEC Form F-1
Shopify Inc., based in Ottawa, Canada, filed Form F-1 with the SEC on April 14, 2015, to offer Class A subordinate voting shares to U.S. investors. The F-1 begins with a prospectus summary then provides comprehensive sections on the business, management, executive compensation, related party transactions, principal shareholder, description of share capital, shares eligible for future sale, taxation, underwriting, expenses related to the offering, legal matters and identification of the auditors.
Also salient to investors is information regarding industry and market data, dilution with the proposed offering, dividend policy, and use of proceeds. Finally, management discussion and analysis (commonly referred to as MD&A) provides some details about the drivers of the company's revenues and profits.
Form S-1 vs. Form F-1
Form S-1, also a Registration Statement required under the Securities Exchange Act of 1933 for new issuance of securities, must be filed by domestic corporations. Form F-1, as discussed, is for foreign corporations. The F-1 will contain additional specific and material information that is pertinent to the U.S. investors regarding the issuer's country and how the securities may be treated—e.g., taxation in a foreign jurisdiction, handling of legal matters, etc.
Who Must File an SEC Form F-1?
Foreign entities who issue securities in the United States for the first time are required to fill out and submit Form F-1 to the SEC. This would include, for example, a foreign company seeking to IPO on the New York Stock Exchange (NYSE).
Where Can I Find a Company's Form F-1 and Read It?
Form F-1s are available for free public view on the SEC's EDGAR system.
What Information Is Contained in an SEC Form F-1?
Form F-1 provides important information for investors who are potentially interested in the securities of foreign companies issued in the U.S. These pieces of information include the prospectus (or its overview), a list of risk factors, the planned use of capital raised by selling the securities, the corporate structure and names of key executives, financial statements, tax information, and more.