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SEC Form F-1: Registration, Requirements, and Impact on U.S. Listings

Last updated 03/15/2024 by

Alessandra Nicole

Edited by

Fact checked by

SEC Form F-1 is an essential filing for foreign entities eyeing U.S. stock exchanges. This comprehensive guide explores the purpose, intricacies, and significance of SEC Form F-1, using Shopify Inc.’s filing as a practical example. Delve into the specifics of the filing process, the role it plays in preventing fraud, and its alignment with the Securities Exchange Act of 1933, offering transparency to U.S. investors without unnecessary embellishments.

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What is SEC form F-1?

SEC Form F-1 is a critical filing mandated by the Securities and Exchange Commission (SEC) for the registration of specific securities issued by foreign entities aiming for a U.S. stock exchange listing. This requirement becomes pertinent when no other specialized form exists or is authorized for the registration of these securities.
Form F-1, also referred to as a Registration Statement, is a mandatory filing under the Securities Exchange Act of 1933, commonly known as the “truth in securities” law. Its purpose is to disclose essential information during the registration of a company’s securities, aligning with the act’s objective of providing transparency to U.S. investors and minimizing the risk of fraud.
The instructions for Form F-1 are exhaustive, covering summary information about the business, risk factors, management and compensation, financial statements, material changes in accounting, and details on the securities offering. Amendments or changes made by the foreign issuer are filed under Form F-1/A, where “A” signifies an amendment.
Post the issuance of securities, the foreign issuer is obligated to file Form 20-F annually with the SEC.

Example using SEC form F-1

Examining the practical application of SEC Form F-1, Shopify Inc., headquartered in Ottawa, Canada, submitted Form F-1 on April 14, 2015. This filing aimed to offer Class A subordinate voting shares to U.S. investors. The F-1 begins with a prospectus summary and includes comprehensive sections on business, management, executive compensation, related party transactions, share capital, taxation, underwriting, legal matters, and identification of auditors.
Investors gain valuable insights into industry and market data, dilution with the proposed offering, dividend policy, and use of proceeds. The Management Discussion and Analysis (MD&A) section sheds light on the drivers of the company’s revenues and profits.

Form S-1 vs. form F-1

While Form S-1 is a Registration Statement required for new securities issuance under the Securities Exchange Act of 1933, specifically for domestic corporations, Form F-1 is tailored for foreign corporations. Form F-1 includes additional specific information relevant to U.S. investors, such as details about the issuer’s country, treatment of securities, and considerations like taxation and legal matters.

Who must file an SEC form F-1?

Foreign entities embarking on U.S. stock exchange listings for the first time must complete and submit Form F-1 to the SEC. This requirement encompasses scenarios like a foreign company seeking an initial public offering (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 accessible for free on the SEC’s EDGAR system, providing a comprehensive view of the filing for public scrutiny.

What information is contained in an SEC form F-1?

SEC Form F-1 furnishes vital information for potential investors interested in securities issued by foreign companies in the U.S. This information encompasses the prospectus or its overview, a list of risk factors, the planned use of capital from securities sales, corporate structure, names of key executives, financial statements, tax details, and more.
Weigh the risks and benefits
Here is a list of the benefits and drawbacks to consider.
  • Provides transparency to U.S. investors
  • Minimizes the risk of fraud
  • Comprehensive disclosure of essential information
  • Extensive documentation and filing requirements
  • Amendments may be necessary, leading to additional filings
  • Strict adherence to SEC guidelines may be challenging

Frequently asked questions

What are the specific components covered in form F-1?

Form F-1 encompasses summary business information, risk factors, details about management and compensation, financial statements, material changes in accounting, and particulars of the securities offering.

How often is form 20-F filed after the issuance of securities?

After the issuance of securities, the foreign issuer is required to file Form 20-F annually with the SEC.

Is form F-1/A the same as form F-1?

No, Form F-1/A is an amendment form used for any changes or amendments made by the foreign issuer after the initial filing of Form F-1.

Key takeaways

  • SEC Form F-1 is imperative for foreign companies seeking U.S. stock exchange listings.
  • Form F-1/A handles amendments, and post-issuance, Form 20-F is filed annually.
  • The issuer bears responsibility for any material misrepresentations or omissions in the filing.

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