Pre-IPO Disclosures – Filing Requirements What must be filed with the SEC? – (48)

road show unless they are filing as EGCs.Further, the JOBS Act does not amend Section 5(b)(1) of the Securities Act, which requires that written offers must include the information required by Section 10. Therefore, in order to make written offers, an EGC or a foreign private issuer must first file (not just submit) its registration statement with the SEC and have a preliminary prospectus available, irrespective of the expected commencement of the road show.
Filing Requirements
What must be filed with the SEC?
The company must file a registration statement with the SEC. The registration statement will usually be on Form S-1(or Form F-1, if it is a foreign company). Real estate companies, including REITs, will file on Form S-11, which requires specific real estate-related disclosures, and BDCs file on Form N-2 (which is also a form under the Investment Company Act of 1940), which requires detailed information about their investment strategies and policies and investments. The registration statement consists of two parts. Part I is the prospectus, which contains information about the company’s business and financial condition, including the company’s audited financial statements. Part II includes information that is not required to be included in the prospectus that is delivered to investors, such as information about the offering expenses and fees, indemnification of officers and directors and a description of recent sales of the company’s unregistered securities. Part II also contains the
See “Frequently Asked Questions about Foreign Private Issuers” at nPrivate.pdf.

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