Chapter 1 — Introduction to Initial Public Offerings

1.2 Types of Issuers

The requirements for an IPO can vary from company to company. Factors that may affect the requirements include:

Whether the company is a domestic issuer or a foreign private issuer — This publication focuses on the IPO requirements for domestic issuers. The requirements for foreign private issuers considering an IPO may significantly differ from those for their domestic counterparts. However, foreign private issuers can elect to file under domestic rules if they wish. A U.S.-based company issuing shares will always be considered a domestic issuer; however, a foreign-based company may not always qualify as a foreign private issuer. For a summary of criteria for qualifying as a foreign private issuer and related accommodations, see Section 6100 of the SEC’s Financial Reporting Manual (FRM).
Whether the company qualifies as an SRC — A company may qualify as an SRC on the basis of its public float1 and its annual revenue. The SEC filing requirements for SRCs are significantly scaled back from those for larger companies. Section 1.5 and Appendix B include an overview of SRCs and the related accommodations. Other sections of this Roadmap generally do not specifically address the unique requirements for SRCs.
Whether the company qualifies as an EGC — A private company undertaking an IPO will generally qualify as an EGC if it (1) has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year and (2) has not issued more than $1 billion of nonconvertible debt over the past three years. As discussed above, EGCs are afforded many accommodations that can assist with the IPO process, many of which are addressed in the applicable sections of this Roadmap. Section 1.6 and Appendix C summarize these accommodations.

Once a company completes a public offering and becomes an SEC registrant, it will also need to determine its SEC filer status as a large accelerated filer, an accelerated filer, or a nonaccelerated filer, which will further affect the company’s filing obligations and deadlines. A company undertaking an IPO will initially be considered a nonaccelerated filer since large accelerated or accelerated filers must have filed at least one annual report and must have been subject to the requirements of Sections 13(a) and 15(d) of the 1934 Act for at least 12 months. Accordingly, a registrant generally cannot be considered a large accelerated or accelerated filer for its first Form 10-K filing as a public company. See Chapter 7 for further discussion of filer status and considerations related to the post-IPO impacts of each filer status.

Footnotes

Paragraph 1340.2 of the FRM defines public float as “[t]he aggregate worldwide market value of its voting and non-voting common equity held by non-affiliates.” Therefore, debt-only registrants are nonaccelerated filers.