S-1 vs F-1: domestic and foreign US IPO filings
On S-1 vs F-1, the two are the US pre-IPO registration statements for domestic and foreign companies. An S-1 is the registration a US company files with the Securities and Exchange Commission (SEC) before an IPO. An F-1 is the version a foreign private issuer files to list in the US. Both register a public offering under the same law, and both open a company's books before it sells shares. This guide compares S-1 vs F-1 so you know which is which. It is not investment advice.
Definition
An S-1 versus an F-1
are both SEC registration statements filed under the Securities Act of 1933 before a US public offering. The S-1 is for US domestic companies. The F-1 is for foreign private issuers, and adds home-country disclosure. Same purpose, different filer type. Source: SEC.
What is the S-1?
An S-1 is filed by a US domestic company before it sells shares to the public. It contains a prospectus covering the business, risk factors, use of proceeds, and audited US GAAP financials. The company amends it as S-1/A in response to SEC comments, and the SEC must declare it effective before any shares are sold.
What is the F-1?
A Form F-1 is filed by a foreign private issuer, as defined in SEC Rule 405, for a US offering. It carries the same core prospectus disclosure, adds information about the issuer's home country, and may present financials under IFRS as issued by the IASB. It follows the same review-and-effectiveness path, with amendments marked F-1/A.
How do the two IPO filings compare?
The disclosure rhymes; the filer and a few accommodations differ.
| What to check | S-1 (domestic) | F-1 (foreign private issuer) |
|---|---|---|
| Who files | US domestic company | Foreign private issuer (Rule 405) |
| Governing law | Securities Act of 1933 | Securities Act of 1933 |
| Accounting | US GAAP | IFRS as issued by the IASB, or US GAAP |
| Extra disclosure | Standard | Adds home-country information |
| Filed on | EDGAR | EDGAR |
| Green light | SEC declares it effective | SEC declares it effective |
Same law, different filer
What separates an S-1 from an F-1: both register a US offering under the 1933 Act, one for domestic and one for foreign issuers
Source: SEC
Reading US IPO filings from either kind of issuer
After the IPO, the two diverge in ongoing reporting. A US company files the annual 10-K and quarterly 10-Q. A foreign private issuer files the annual 20-F and furnishes 6-K for interim events. Both journeys start on EDGAR.
Flock reads disclosure filings across markets and keeps each one dated and linked to its source. What any of it means for your money is your call to make.
Frequently asked questions
What is the difference between an S-1 and an F-1?
An S-1 is the SEC registration statement a US domestic company files before an IPO. An F-1 is the equivalent for a foreign private issuer listing in the US. Both register a public offering under the Securities Act of 1933, but the F-1 adds home-country disclosure. Source: SEC.
Which companies file an F-1 rather than an S-1?
Companies that meet the SEC's definition of a foreign private issuer under Rule 405 file an F-1. US domestic companies file an S-1. The F-series forms are the foreign-issuer analogues of the S-series. Source: SEC.
Do the S-1 and F-1 use the same accounting standards?
An S-1 filer reports under US GAAP. An F-1 filer, as a foreign private issuer, may report under IFRS as issued by the IASB without reconciling to US GAAP, or may use US GAAP. Source: SEC.
Where are the S-1 and F-1 filed?
Both are filed on the SEC's EDGAR system and are free to read, along with their amendments marked S-1/A or F-1/A. The SEC must declare either one effective before shares are sold. Source: SEC EDGAR.
Flock tracks these filings, sourced, dated, and linked back to the original. See what smart-money entities disclosed, without the guesswork about what it means.
Disclosures shown are public regulatory filings. Data may be delayed or incomplete. Smart-money entities may no longer hold positions shown. Not investment advice.