IPO Prospectus for US Companies: What Is SEC Form S-1 and How to Download It?

We’ve previously looked at reading the initial public offering (IPO) prospectus of companies listing on the Singapore stock exchange.

Over in the US, companies wanting to go public have to file a different document called “Form S-1” with the Securities and Exchange Commission (SEC), the US’ stock market regulator.

Right here, let’s find out more about what investors should know about Form S-1, including a step-by-step guide to downloading a company’s S-1 filing!

What Is SEC Form S-1?

The Form S-1 is used to register a company’s stocks with the SEC before listing them on a US stock exchange.

The document provides the regulator and investors with a detailed look at the company’s business, financial statements, risks, and plans on how the company wishes to use the proceeds from the IPO.

Below is a sample of how the first part of an unfilled Form S-1 looks like:

If an amendment to the information filed on Form S-1 is required, the company would need to file an SEC Form S-1/A, which is a revision to the S-1.

What Does The SEC Form S-1 Contain?

Form S-1 has two parts — Part I and Part II.

Part I is a legal document and is also called the prospectus.

Here’s a non-exhaustive summary list of what’s required under Part I:

1. Summary Information of the Company (overview, industry trends, market opportunity, etc.)
2. Risk Factors
3. Use of Proceeds
4. Determination of Offering Price
5. Dilution
6. Selling Security Holders
7. Plan of Distribution
8. Description of Securities to be Registered
9. Financial Statements
10. Management’s Discussion and Analysis of Financial Condition and Results of Operations
11. Executive Compensation
12. Transactions With Related Parties
13. Material Changes

Part II is not legally required, and it includes recent sales of unregistered securities, exhibits and financial statement schedules.

Where to Download SEC Form S-1?

The IPO prospectus of a US company can be found under SEC’s EDGAR page.

EDGAR, the regulator’s Electronic Data Gathering, Analysis, and Retrieval system, contains millions of company and individual filings.

Once on EDGAR, you can search for the company you are looking for under “Company and Person Lookup”.

Let me do a search for “Unity Software Inc”, one of the tech companies that went public recently.

Once you get the search results, you can filter by “Filing Type” to get only the S-1 filings.

Thereafter, you can click on “Documents” under “Format” for the S-1 filing.

You will be then transferred to another page and can view the IPO prospectus by clicking on the first file under “Document”.

Unity’s IPO price of US$52 can be found separately under another form called SEC Form 424B4.

What to Look Out for in SEC Form S-1?

Similar to the IPO prospectus for local companies, investors should at least find out the following under Form S-1:

1. How the company makes money;
2. The company’s past financial performance;
3. Management’s discussion and analysis on the financials;
4. The leaders of the company;
5. Business risks; and
6. Future prospects.

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Disclaimer: The information provided by Seedly serves as an educational piece and is not intended to be personalised investment advice. ​Readers should always do their own due diligence and consider their financial goals before investing in any stock.