Form S-1
The SEC registration statement required before a company can conduct an initial public offering.
What is Form S-1?
Form S-1 is the SEC registration statement that domestic U.S. companies must file before conducting an initial public offering (IPO) of securities to the public. The S-1 provides a comprehensive disclosure document that enables investors to make informed investment decisions. Required disclosures include audited financial statements (typically three years), a description of the business model and products, an explanation of how IPO proceeds will be used, risk factors, management's discussion and analysis (MD&A), executive compensation, related-party transactions, and information about major shareholders. The SEC reviews the S-1 and may issue comments requiring revisions before the registration becomes effective. Companies file an amended S-1/A in response to SEC comments or to update financials.
Example
When Airbnb filed its S-1 with the SEC in November 2020 ahead of its December IPO, the 300+ page document disclosed that revenue fell 32% in the first nine months of 2020 due to COVID-19, that founders held supervoting shares, and that significant risks included regulatory challenges in major cities. Investors and analysts studied the S-1 for weeks before the December 10 IPO, during which Airbnb's stock opened at $146 — nearly double the $68 IPO price.
Source: Airbnb Inc. Form S-1 — SEC EDGAR