Page 37 - Initial Public Offering - An Introduction to IPO on Wall Street

Form F-1 allows the SEC to attain the goals of this act. International issuers, who may be less
known to domestic investors, are forced to disclose substantial details about securities offered
to mitigate or avoid fraud.

The guidelines for Form F-1 are detailed, but the majority of the filing revolves around basic
company facts, risks, leadership and benefits, financial reports and disclosure notes, significant
adjustments in income statement accounting, and specifics of the securities offering.

Any modifications or adjustments that the international issuer has to make are filed under Form
F-1 / A ("A" denotes amendment). After securities are offered by the international issuer, the
corporation needs to file Form 20-F each year.

3.3.6.1 Comparison of F-1 with S-1

Form S-1, a registration statement needed for new securities issuance under the Securities
Exchange Act of 1933, must be submitted by domestic companies. Form F-1, is for
international firms as detailed.

The F-1 would provide additional details and substantive information important to U.S.
investors about the country of the issuer and the way the securities will be handled-e.g., taxes
in a foreign jurisdiction, treatment of legal issues, etc.

3.3.7 Reg A+

Regulation A+ needs comprehensive reports similar to but much less comprehensive than in
the case of a conventional public offering under SEC supervision. Imagine the RedHerring
(TM) you've either seen or heard about. But those specifications are simpler. The method of
applying for the SEC's approval to make a bid for Reg A+ includes the use of EDGAR to
perform online work. Form 1A is the document which must be submitted with the SEC. It is
probable that communicating with the SEC would be a multi-step procedure.

Your organization will need to submit financial disclosures on a regular basis to the SEC after
funding, but they are far less complicated than those needed for a public corporation on the
NYSE or NASDAQ currently. Businesses making Tier 2 offers need to submit financial
performance with the SEC two times a year, and any material changes will need to be uploaded
when they happen.

3.3.7.1 Changes from Old Regulation A

Regulation A is a prior waiver from the registration provisions of Securities Act of 1933
(Securities Act) in regards to non-public entities looking to generate smaller sums of money.
Regulation A already had some valuable features long before the new regulations came into
force.

Regulation A provided an entry route to public markets to small businesses without registration.
Who could buy the securities was not exclusive, and the securities sold were easily sellable by
non-affiliates.

Applications of the general nature were permitted. Issuers were also able to "test the waters"
and gage investor confidence before opening the bid (under some provisions of state law).
Regulation A, however, had been used quite rarely for many years, inspite of these features.

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