—Disclosure about off-balance sheet arrangements, aggregate contractual obligations, and other matters. This section should include, among other things, an explanation of off-balance sheet transactions and arrangements, including relationships of the company with unconsolidated entities or other persons that have or are reasonably likely to have a current or future material effect on ﬁnancial condition, changes in ﬁnancial condition, revenues or expenses, results of operations, liquidity, or capital resources.
Companies must also present the above information on a basis, if the company operates in multiple segments as deﬁned by the accounting rules, to provide a more complete understanding of the business.
—Other disclosures. Other disclosures that are required in a registration statement include (but are not limited to) the items listed below.
•Legal proceedings, if any;
•Interests of named experts and counsel; and
•Certain relationships and related transactions.
Part II – Information not required in the prospectus
This part includes disclosures regarding the expenses associated with the issuance and distribution of the securities, the indemniﬁcation of directors and ofﬁcers acting for the company, any sales of unregistered securities within the last three years, undertaking representations made by the company
acknowledging that it will keep the registration statement and prospectus current, various exhibits (such as certain material contracts entered into by the company, articles of incorporation and bylaws, underwriting agreement), and various required ﬁnancial statement schedules.
Sources of SEC technical requirements
The form and content of registration statements, including the requirements for most ﬁnancial statements and other ﬁnancial information to be included in the registration statement, are contained in the following SEC rules, regulations, and interpretations.
—Regulation S-Xis the principal accounting regulation of the SEC. It speciﬁes the ﬁnancial statements to be included in ﬁlings with the SEC and provides rules and guidance on their form and content.
—Regulation S-Kcontains the disclosure requirements for the non-ﬁnancialstatement portion of ﬁlings with the SEC (otherwise referred to as the “forepart” of the document).
—Financial Reporting Releases (FRRs) are designed to communicate the SEC’s positions on accounting and auditing principles and practices. They are used to adopt, amend, or interpret rules and regulations relating to accounting and auditing issues or ﬁnancial statement disclosures.