DRHP LensAn S-1 is the registration statement a US company files with the Securities and Exchange Commission (SEC) to sell shares to the public. It often runs past 250 pages. Most of what an investor needs sits in five places, and the cover page alone answers half the questions.
The order to read it in
- Cover page. Shares offered by the company and by selling stockholders, the expected price range (from the first amendment that adds it), the exchange and ticker, share classes and the voting power insiders will hold, and whether the company is an emerging growth company.
- Prospectus summary and "The Offering". Shares outstanding after the offering, the underwriters' option to buy more (the greenshoe), use of proceeds in one paragraph, and the lock-up.
- Summary consolidated financial data. Two or three years of revenue, operating and net income, cash flow and the company's non-GAAP measures, usually in thousands of dollars.
- Risk factors. Skip the generic ones. Look for going-concern language, material weaknesses in internal control, customer concentration and dependence on one supplier or platform.
- MD&A, Principal and Selling Stockholders, and Certain Relationships and Related Party Transactions. How management explains the numbers, who owns what after the IPO, and deals with insiders.
Ten numbers to find first
| Number | Where | What to check |
|---|---|---|
| Price range | Cover (amendment) | Market value = midpoint × shares outstanding after the offering. |
| Shares sold by the company vs selling stockholders | Cover, The Offering | Only the company's shares raise money for the business. |
| Shares outstanding after the offering | The Offering | Add every class; the cover often counts only the listed class. |
| Voting power held by insiders | Cover | Above 50% means public holders cannot change the board. |
| Revenue growth | Summary financial data | Compare with listed peers' growth at pricing. |
| Net income (GAAP) | Summary financial data | Read before any adjusted measure. |
| Adjusted EBITDA | Non-GAAP reconciliation | A gap above 15% of revenue to net income deserves a line-by-line read. |
| Stock-based compensation | Cash flow statement, reconciliation | Above 10% of revenue is a real, recurring cost paid in your dilution. |
| Cash from operations and free cash flow | Summary financial data | Should move with earnings over time. |
| Dilution per share | Dilution section | How much of the price is above net tangible book value. |
S-1, S-1/A, DRS and 424B
Many companies first submit a confidential draft registration statement (DRS). The public S-1 must be on file at least 15 days before the roadshow starts. Each S-1/A amendment updates it; the one that adds the price range starts the roadshow. After pricing, the final prospectus is filed under Rule 424(b), usually as a 424B4, with the final price and share count. See F-1 and foreign private issuers for non-US companies.
Emerging growth companies
A company with less than $1.235 billion of annual revenue can file as an emerging growth company. It may present two years of audited financials instead of three and is exempt from the auditor attestation of internal control for up to five years. Lighter rules are not a red flag by themselves, but they mean less independent checking.
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 an S-1 filing?
The registration statement a US company files with the SEC to register shares for a public offering. It contains the prospectus investors read, plus exhibits.
Where is the price range in an S-1?
On the cover page of the amendment (S-1/A) filed shortly before the roadshow. The first public S-1 usually leaves the price and share counts blank.
What is the difference between an S-1 and a 424B4?
The S-1 and its amendments are the registration statement under review. The 424B4 is the final prospectus filed after pricing, with the final price and number of shares.
How long is the lock-up after a US IPO?
Usually 180 days for directors, officers and most existing holders, as set out in the Underwriting section and the lock-up agreements. Some deals allow early release on earnings or price triggers.
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.