An entity must include in its registration statement audited annual financial statements and related footnote disclosures for both the registrant and any predecessor(s). The number of periods to be included depends on the registrant’s status as an EGC or non-EGC. In addition, depending on the time that has elapsed between the most recent fiscal year-end and the filing of the registration statement, an entity may be required to include unaudited interim financial statements and related footnote disclosures. The periods to be presented for both annual and interim financial statements are summarized in the table below. See Sections 1110 and 1120 of the FRM for more information about the financial statement requirements for annual and interim reporting periods, respectively.
Some EGCs may also qualify as SRCs. See Section 1.5 and Regulation S-X, Article 8, for information and reporting requirements for SRCs. The two-year accommodation for EGCs is limited to an IPO of common equity. As clarified by the SEC in paragraph 10220.1 of the FRM, in an IPO of debt securities or the filing of an Exchange Act registration statement (e.g., a Form 10) to register securities, three years of audited financial statements will generally be required.
May be presented in a footnote to the financial statements. We believe that the analysis of changes in shareholders’ equity is required for each period for which an income statement is presented and, therefore, that both the year-to-date and corresponding interim period of the prior fiscal year are required.