DRHP LensA company incorporated outside the United States that qualifies as a foreign private issuer registers its IPO on Form F-1 instead of Form S-1. Klarna, Arm and many Chinese, Israeli and European companies have listed this way. The content is similar; the reporting that follows the IPO is lighter.
What is different in an F-1
- Accounting. Financials may be in IFRS as issued by the IASB, without reconciliation to US GAAP, and often in the home currency.
- Shares or ADSs. Some issuers list ordinary shares directly; others list American Depositary Shares, each representing a stated number of ordinary shares. Convert per-ADS figures before comparing.
- After listing. Annual reports on Form 20-F instead of 10-K, no quarterly 10-Q requirement, and exemptions from the US proxy rules and from insider short-swing reporting.
- Governance. Home-country practice may replace some exchange governance rules; the filing must say which.
- Structure. Look for variable interest entities (VIEs), holding-company layers and the home-country legal regime in the Description of Share Capital.
Questions to ask
- What currency are the financials in, and how exposed is the business to exchange rates?
- How often will the company report after listing?
- Which home-country governance practices replace US exchange rules?
- For ADSs: what is the ratio, and who is the depositary?
Analyse the filing in minutes
Upload an S-1, F-1 or 424B (PDF, or the HTML file saved from SEC EDGAR), or a UK, EU, Hong Kong, Singapore or Australian prospectus. DRHP Lens reads the offer terms, summary financials, voting control, dilution and red flags, and cites every figure to its page. The file is read in your browser.
Analyse a prospectusFrequently asked questions
What is a foreign private issuer?
A non-US company that does not have a majority of its voting shares held by US residents, or that does but whose executives, assets and administration are not mainly in the US. It may file on Forms F-1 and 20-F.
Do F-1 companies report quarterly?
They are not required to file Form 10-Q, though many publish quarterly results voluntarily on Form 6-K.
General education about how offer documents are structured in different markets. Rules change; read the current offer document and the regulator's rules it refers to. Not investment advice, and not a solicitation to buy any security in any jurisdiction.