What is a Form F-1 filing? A plain guide (2026)
A Form F-1 filing is the registration statement a foreign company files with the US Securities and Exchange Commission (SEC) before it sells shares to the American public. It is the foreign-issuer version of the S-1 that a US company would file. When a company based outside the United States lists on a US exchange, the F-1 is usually its first full disclosure to US investors. This guide explains what a Form F-1 filing is and how it works. It is not investment advice.
Definition
A Form F-1 filing
is the registration statement a foreign private issuer files with the SEC under the Securities Act of 1933 before a US public offering, usually an IPO. It is the foreign-issuer counterpart of the domestic Form S-1 and is governed by 17 CFR 239.31. Source: SEC.
What does a Form F-1 contain?
An F-1 carries the same core disclosure as a domestic IPO registration, built around a prospectus:
- Business what the company does, its market, and its competition.
- Risk factors including risks specific to its home country and jurisdiction.
- Use of proceeds what the company plans to do with the money raised.
- Management's discussion and analysis of the financial results.
- Financials audited statements, which a foreign private issuer may present under IFRS as issued by the IASB or under US GAAP.
Because the filer is based abroad, the F-1 also adds disclosure about the issuer's home country and its legal and regulatory setting.
How does the Form F-1 process work?
Like an S-1, filing an F-1 starts a review rather than granting approval.
- The company files the F-1 on EDGAR.
- The SEC reviews and comments, and the company responds with amendments marked F-1/A.
- The SEC declares the registration effective, after which shares can be sold.
17 CFR 239.31
The rule that prescribes Form F-1, the Securities Act registration for foreign private issuers
Source: SEC
The F-1 versus the S-1
The F-1 and S-1 are the two front doors to a US IPO: the F-1 for foreign private issuers and the S-1 for domestic companies. For the side-by-side, see S-1 vs F-1.
Reading an F-1 alongside later filings
Once a foreign private issuer is public in the US, it does not file 10-Ks and 10-Qs. It reports on Form 20-F each year and furnishes Form 6-K for interim events. All of these, starting with the F-1, live on EDGAR, which you can search using this guide.
Flock reads disclosure filings across markets and keeps each one dated and linked to its SEC source. What any of it means for your money is your call to make.
Frequently asked questions
What is a Form F-1 filing?
A Form F-1 is the registration statement a foreign private issuer files with the SEC under the Securities Act of 1933 before selling securities to the US public, usually an IPO. It is the foreign-issuer counterpart of the domestic Form S-1. Source: SEC, 17 CFR 239.31.
Who files a Form F-1 instead of an S-1?
A foreign private issuer, as defined in SEC Rule 405, files a Form F-1 rather than an S-1. A US domestic company files an S-1. The F-series forms are the foreign-issuer analogues of the S-series. Source: SEC.
Can an F-1 filer use IFRS?
Yes. A foreign private issuer filing a Form F-1 may present financial statements under IFRS as issued by the IASB, without reconciliation to US GAAP, or use US GAAP. This is one accommodation the F-series allows. Source: SEC.
Where can I read a company's Form F-1?
Every Form F-1 is filed on the SEC's EDGAR system and is free to read, along with its amendments marked F-1/A. You can search by company name and open the registration statement directly. 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.