Appendix C — Key Benefits Available to EGCs and Non-EGCs | DART

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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	EGCs1,2	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)	(7)
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

See Topic 10 of the FRM for additional information about the eligibility requirements for, and accommodations available to, EGCs.

See Topic 5 of the FRM for information about the eligibility requirements for, and additional relief available to, SRCs.

See footnote 2.

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).

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.

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.

EGCs should refer to Section 10230 of the FRM for more information.