Page 36 - Initial Public Offering - An Introduction to IPO on Wall Street

Form S-1 needs businesses to provide details on the proposed use of the proceeds from the
capital raised, outline the existing business model and rivals, and include a concise brochure of
the intended security itself, providing price criteria and any dissipation that may happen to the
other securities listed.

SEC Form S-1 is often referred to as the declaration of registration under the Securities Act of
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1933 . The SEC also demands the disclosure of all relevant commercial transactions between
the corporation and its board members and external counsel. Investors can access S-1 filings
online before their issue to properly analyze the new offerings.

3.3.5.1 How to File Form S-1

The online EDGAR (Electronic Data Collection, Analysis and Retrieval) system of the SEC
can be used by businesses to upload forms, including Form S-1, needed by the SEC. Individuals
or businesses must first fill out a Form ID, an online application used to register for a CIK
(Central Index Key) and receive login credentials to file on EDGAR.

EDGAR Filers Quick Reference Guides include instructions on all the steps needed, as well as
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technical requirements and FAQ responses .
Form S-1 is composed of two sections. Part I, also known as the prospectus, is a legal contract
containing information on the following: company activities, total proceeds and their use, price
per share, a management summary, financial position, the proportion of the company owned
by individual investors and details about the underwriters.

In the prospectus, part II is not a legal requirement. This section covers recent sales of
undocumented shares, exhibits and timetables for financial reports. Where factual
misrepresentations or oversights occur, the issuer would be held liable.

3.3.5.2 Altering Form S-1

The form is often changed when changes in the content details or market scenario cause a lag
in the offering. In this situation, the issuer must file Form S-1 / A. The Securities Exchange Act
of 1933, also known as the Truth in Securities Law, allows these registration forms to reveal
essential details when registering the securities of a corporation.

This allows the SEC to accomplish the goals of the Act: needing investors to obtain detailed
information about offered securities and preventing fraud in the trading of offered securities.
An abbreviated registry form is the S-3 which is for businesses that do not have similar ongoing
standards for reporting. Additionally, foreigners issuing stocks in the United States are required
to submit Form S-1. Instead, they need to file Form F-1.

3.3.6 F-1

Form F-1, also referred to as a registration statement, is a condition set by the Securities
Exchange Act of 1933. This act—also known as the "truth in securities" law—allows certain
forms to be submitted to reveal crucial details when registering the shares of a corporation,
including vital data.

7 https://www.investor.gov/introduction-investing/investing-basics/glossary/registration-under-securities-act-
1933
8 https://www.sec.gov/edgar/filer-information/how-do-i

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