Form S-1 vs Form F-1: Which Registration Statement Applies to Your Issuer
Whether an issuer files on Form S-1 or Form F-1 turns on the foreign private issuer definition in Rule 405 of Regulation C, not on nationality or place of incorporation. This note works through the two-part test, the jurisdictions examined for record ownership, the majority-owned subsidiary provision, and what the choice of form actually changes.