Pre-IPO Disclosures – What is included in the registration statement? – (55)

404(b) and the Say-on-Pay/Say-on-Golden
Parachute provisions; and (iii) the EGC’s election for extended transition to new or revised accounting standards. The SEC Staff requests that if the EGC has elected to opt out of the extended transition period for new or revised accounting standards, then it must include a statement that the election is irrevocable. If the EGC has elected to use the extended transition period, then risk factor disclosure must explain that this election allows an EGC to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. The SEC Staff requests that the EGC state in the risk factors that, as a result of this election, the EGC’s financial statements may not be comparable to issuers that comply with public issuer effective dates. A similar statement is also requested in the EGC’s critical accounting policy disclosures in MD&A.
What is included in the registration statement?
A registration statement contains the prospectus, which is the primary selling document, as well as other required information, written undertakings of the issuer and the signatures of the issuer and at least a majority of the issuer’s directors. It also contains exhibits, including basic corporate documents and material contracts. U.S. companies generally file a Form S-1 registration statement. Most non-Canadian foreign private issuers use a Form F-1registration statement, although other forms may be available. There are special forms available to certain Canadian companies.

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