Appendix C — Key Benefits Available to EGCs and Non-EGCs
The table below compares certain benefits available to EGCs and non-EGCs.
Description of Benefit | Non-EGCs3 | |
---|---|---|
Submit draft registration statements for: | ||
Securities Act IPOs and initial registration statements | X | X |
Exchange Act Section 12(b) registration statement (e.g., Form 10) | X | X |
Securities Act offerings within one year of an IPO or Exchange Act Section 12(b)
registration statement | X | X |
Omit financial information4 from a draft registration statement if the company
reasonably believes that it will not be required: | ||
At the time of the offering5 | X6 | |
At the time of the public filing | X | X |
Include only two years of audited annual financial statements in: | ||
An IPO of common equity securities | X | |
An IPO of debt securities or Exchange Act registration statements (e.g., Form 10) | ||
May elect to defer the adoption of new or revised accounting standards until
they become effective for private companies (i.e.,
nonissuers)8 | X | |
Eligible for reduced executive compensation disclosures | X | |
May omit management’s assessment of ICFR under Section 404(a) of Sarbanes-Oxley
in the first Form 10-K after an
IPO | X | X |
May omit the auditor’s assessment under Section 404(b) of Sarbanes-Oxley: | ||
In the first Form 10-K after an IPO | X | X |
In the next four annual periods if the registrant continues to qualify as an EGC | X |
The table above is not intended to be all-inclusive. We recommend that an issuer refer to SEC
regulations, read the guidance in the FRM, and consult with its external auditors and SEC counsel on
the application of SEC reporting requirements before submitting any registration statement or current
report on Form 10-K.
Footnotes
1
See Topic 10 of the
FRM for additional information about the eligibility
requirements for, and accommodations available to,
EGCs.
2
See Topic 5 of the
FRM for information about the eligibility
requirements for, and additional relief available
to, SRCs.
3
See footnote 2.
4
We believe this may also include
financial information of entities other than the
registrant (i.e., under Regulation S-X, Rule 3-05 or
3-09).
5
The general instructions to
Form S-1 and Form F-1 indicate that before the
registrant distributes a preliminary prospectus to
investors, the registration statement must be
amended to include all financial information
required under Regulation S-X.
6
This applies only to IPOs of debt or
equity securities on Form S-1 or Form F-1. For
example, it would not apply to draft registration
statements on Form S-11 or Form 10.
(7)
An EGC would generally be required
to present three years of financial statements for
an IPO of debt securities or a registration
statement on Form 10. See paragraph
10220.1 of the FRM for more
information.
8
EGCs should refer to Section
10230 of the FRM for more
information.