Deloitte
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Chapter 4 — Initial Public Offerings

4.1 Overview

4.1 Overview

An IPO commonly occurs as the initial sale of equity or debt securities to the public by a private company that registers its securities on Form S-1. However, there are other situations in which debt or equity securities can be initially registered with the SEC, such as transactions involving (1) the exchange of private debt securities for debt securities registered on a Form S-4, (2) the registration of shares that are used to pay for the acquisition of a target on a Form S-4 in a merger, (3) the registration of currently outstanding equity securities (e.g., in secondary offerings), and (4) the distribution of shares in a spin-off transaction performed by a public company (typically on a Form 10).

Footnotes

1
In a randomly selected sample comprising 50 IPOs completed within the 12-month period ended July 31, 2023, registrants received an average of 23 comments during the initial review of their respective registration statements filed or draft registration statements submitted, with numbers ranging from a handful of comments to 37 comments.