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What Is Form S-1?

Required by the Securities and Exchange Commission (SEC), a Form S-1 must be filed by any company aiming to go public. The company files an S-1 in order to register its new securities before it can offer shares in the company on a public, national exchange. 

Form S-1, a registration statement under The Securities Act of 1933, requires a company to provide information on the company’s business model, competition and planned use for capital proceeds. For the planned security, the company must also furnish a prospectus, offering price methodology and whether any dilution will be caused to other listed securities. In addition, the company will need to submit a disclosure of any material business conducted between the company and its directors and external counsel.

Companies file a Form S-1 using the SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) online filing system. Form S-1 does not typically require the use of XBRL (eXtensible Business Reporting Language), but once a price or price range is included, all financial statements included in the S-1—including annual financial statements—will need to be covered by XBRL exhibits. Form S-1 is only eight pages long, but the United States Office of Management and Budget (OMB) estimates the average preparation burden to be 972.32 hours.

Once filed, the Form S-1 becomes public record, enabling potential investors to conduct due diligence before shares become available. However, since April 2012, the JOBS Act allows emerging growth companies to keep their Form S-1 confidential up to 21 days prior to their IPO road show. 

Form S-1/A is used for filing amendments to a previously filed Form S-1.

How Can Merrill Help You?

From pre-IPO due diligence and document drafting and collaboration, through the SEC registration process to post-IPO disclosure support, no one has a more proven end-to-end solution than Merrill. Our project management teams will help you optimize collaboration among dispersed working groups; streamline the drafting, perfecting and filing of regulatory disclosure documents; speed transaction times; and ensure maximum cost-efficiency.

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