Key SEC Forms for U.S. Listing: What You Need to Know

◆◆◆ By Hyxin Reading time: Three minutes Image source: Copyright holder Pursuant to rules set forth by the U.S. Securities and Exchange Commission (SEC), publicly listed companies in the United States must disclose relevant information in standardized formats known as “Forms.” These filings are analogous to China’s “prospectus,” “annual report,” and “quarterly report,” with each Form type having its own distinct structure. Understanding what each Form signifies is critically important for entrepreneurs planning a U.S. listing. To assist enterprises in gaining deeper insight, Huayixin today provides a concise summary of the key SEC forms involved in the U.S. listing process—hoping this overview proves helpful. Securities Offering Registration Statement The initial filing required when a company plans to list in the U.S. is the Securities Offering Registration Statement. It includes disclosures regarding the securities to be offered, the relationship between the new securities and the company’s existing securities, information comparable to that submitted in annual reports, audited financial statements, and descriptions of business risk factors—enabling the SEC to assess the company’s growth prospects and overall strength. Form F-1 After submitting the registration statement, the next major step is the well-known SEC Form F-1 (also called the Registration Statement, mandated under the Securities Act of 1933). Form F-1 is the document foreign issuers must file with the SEC to register securities in the United States. Colloquially, Form F-1 serves as the company’s IPO prospectus. A company must complete and submit this form before it may issue publicly traded securities. What does Form F-1 require? The instructions for Form F-1 are extensive; however, most of the filing focuses on: business operations, risk factors, management and executive compensation, financial statements and related notes, material changes in accounting policies reflected in the financial statements, and details concerning the securities offering. Any amendments or modifications made by a foreign issuer must be filed via Form F-1/A (“A” denotes amendment). In short, Form F-1 functions as the IPO prospectus for U.S. listings—comprehensive and complex in scope, requiring coordination across multiple stakeholders. Such work is typically undertaken by professional firms like Huayixin. For reference, see the SEC’s official guidance: Registration Statement for Securities Offerings by Foreign Private Issuers: sec.gov/files/formf-1.pdf Difference between Form F-1 and Form S-1 Form S-1 is also a registration statement required under the Securities Act of 1933 for new securities offerings—but must be filed exclusively by domestic U.S. companies. Form F-1 applies to foreign companies. In other words, Form S-1 is the IPO prospectus for U.S. companies, while Form F-1 is the IPO prospectus for non-U.S. companies; thus, Chinese companies listing in the U.S. file Form F-1 with the SEC. Beyond this distinction, their content, format, disclosure requirements, and regulatory rigor are virtually identical—and foreign issuers face the same stringent oversight as domestic U.S. companies. How does SEC Form F-1 work? SEC Form F-1 consists of two parts. Part I is called the “prospectus” and constitutes the main body of the filing. It includes information such as the description and quantity of securities being offered.

Detailed Analysis of SEC Filing Requirements

Filing requirements with the U.S. Securities and Exchange Commission (SEC) vary depending on the type of filing and the nature of the business. Below is a comprehensive breakdown of core requirements: I. Primary Filing Types and Core Requirements 1. Initial Public Offering (IPO): Form S-1 Applicable entities: Domestic U.S. companies conducting their first public securities offering. Core content: • Business disclosure: Detailed description of the business model, competitive landscape, intended use of proceeds (e.g., IPO fundraising plan), management background, and material related-party transactions; • Financial reporting: At least two years of audited financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP), including balance sheets, income statements, cash flow statements, and Management’s Discussion and Analysis (MD&A); • Risk factors: Disclosure of potential risks—including technological, market, and regulatory risks (e.g., for token-based projects, risks such as smart contract vulnerabilities and regulatory uncertainty must be addressed); • Legal compliance: Confirmation of no material pending litigation and adherence to internal control requirements under the Sarbanes-Oxley Act (SOX); • Process: Submission via the EDGAR system; SEC review typically takes 4–8 weeks, during which supplemental materials may be requested. Foreign issuers: Must file Form F-1; financial statements may be prepared under International Financial Reporting Standards (IFRS), provided disclosures align with U.S. investor needs. 2. Annual Report: Form 10-K Applicable entities: All U.S.-listed companies, including foreign private issuers. Content requirements: • Comprehensive financial data: Audited annual financial statements, equity structure, executive compensation, and material contracts; • Business overview: Industry positioning, market strategy, risk factors, and forward-looking outlook. Filing deadline: Within 90 days after fiscal year-end (60 days for large accelerated filers). 3. Quarterly Report: Form 10-Q Applicable entities: Public companies filing quarterly (excluding the fourth quarter of the fiscal year). Content requirements: • Unaudited quarterly financial data, Management’s Discussion and Analysis (MD&A), and updates on material events (e.g., mergers & acquisitions, legal disputes). Filing deadline: Within 45 days after quarter-end. 4. Current Report: Form 8-K Triggering events: Examples include change in control, financial restatements, bankruptcy filings, or major asset sales. Filing deadline: Within four business days following the event. 5. Annual Report for Foreign Issuers: Form 20-F Applicable entities: Non-U.S.-incorporated public companies. Content requirements: Similar to Form 10-K, but with additional disclosures on cross-border business risks, foreign exchange impacts, and regulatory differences in the home jurisdiction.

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