7.2 Periodic Reporting Requirements and SRC Status

A registrant’s first annual report on Form 10-K would generally be due 90 days after its fiscal year-end. If the effective date of the initial registration statement was within 45 days after the fiscal year-end but the registration statement did not include the audited statements for the recently completed year, the registrant would still need to file its annual report on Form 10-K within the normal deadline (i.e., the post-IPO accommodation for Form 10-Q discussed above is generally not available for Form 10-K). However, if the registrant is subject to the Exchange Act reporting requirements only by virtue of Section 15(d), a Special Report on Form 10-K containing audited statements for that year may be filed within 90 days of effectiveness and a complete annual report on Form 10-K would not be required until the following fiscal year. See paragraph 1330.5 of the FRM for further details.

The number of years of financial statements included in the first annual report on Form 10-K (and subsequent annual reports) will depend on whether the registrant qualifies as an SRC. SRCs are permitted to present a balance sheet, income statement, cash flow statement, and shareholders’ equity statement for two years, whereas all other registrants must present an income statement, cash flow statement, and shareholders’ equity statement for three years. While EGCs are permitted to present only two years in their IPO registration statement, this accommodation does not extend to the annual report on Form 10-K.

The filing deadlines that apply to quarterly and annual reports after the first Form 10-K are summarized in the table below. These due dates vary depending on whether the company’s filing status1 is large accelerated, accelerated, or nonaccelerated. A company’s filing status is determined, in part, on the basis of its public float, which is the AWMV of the company’s voting and nonvoting common equity held by nonaffiliates. To be considered a large accelerated or accelerated filer, the registrant 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, the registrant generally cannot be considered a large accelerated or accelerated filer for its first Form 10-K filing as a public company. However, companies that become public through a reverse merger with a public company may be required to take on the filing status of the legal acquirer and should consider carefully evaluating their filing status with their SEC counsel.

A nonaccelerated filer will qualify as an SRC and, in some instances, so will an accelerated filer. See Section 1.5 and Appendix B for more information about SRCs and related accommodations that apply to such entities. SRC status may affect the content required in the filing but not the reporting deadlines discussed above.