S-1 is the SEC registration statement that a US private company files to take its shares public for the first time, the central document of an Initial Public Offering.
Form S-1 is the registration statement filed with the SEC by a US-domiciled company that wants to issue new securities to the public for the first time, almost always as part of an Initial Public Offering (IPO).
It is the most consequential single document a private company will ever produce - typically 200 to 400 pages - and is drafted over six to nine months by a team of company executives, securities counsel (Cooley, WSGR, Latham, Davis Polk, Goodwin), independent auditors (Big Four), and the underwriters (Goldman, Morgan Stanley, JPMorgan, BofA, Citi). The S-1 has two parts.
Part I, the prospectus, will be circulated to investors and contains: a summary, risk factors, use of proceeds, dividend policy, capitalization, dilution, MD&A, business description, management section with executive compensation, principal and selling stockholders, related-party transactions, description of capital stock, plan of distribution, and three years of audited financial statements.
Part II contains additional information not included in the prospectus, such as recent unregistered sales, indemnification of directors and officers, and exhibits including the underwriting agreement, charter, bylaws, material contracts, and legal opinions.
Once filed, the S-1 enters the SEC review cycle - typically two to four rounds of comments over 60 to 90 days - before the SEC declares it effective and pricing begins. The 2012 JOBS Act allows Emerging Growth Companies to file confidentially and to include just two years of audited financials.
Founders pursuing an IPO live inside the S-1 process for most of a year. The company financial systems must produce three years of restated PCAOB-audited financials, internal controls must reach SOX-readiness, the legal team must clean up cap-table irregularities, the management team must rehearse the roadshow, and the entire risk-factor section must be reconciled with reality.
After the IPO, the S-1 becomes the historical record investors and journalists return to whenever the company is later questioned about its early disclosures.
See what a company actually costs in year one, and how the jurisdictions compare on tax, capital and timeline.
