What forms are used to file a SPO?

October 23, 2023

For a SPO (Secondary Public Offering), which involves the sale of additional shares by existing shareholders or the company itself after its IPO (Initial Public Offering), the specific form the issuer files with the U.S. Securities and Exchange Commission (SEC) depends on various factors, including the nature of the offering and the status of the selling shareholders. Here are some common forms used for secondary offerings:  

  • Form S-1: While Form S-1 is typically associated with IPOs, it can also be used for secondary offerings if the selling shareholders are not eligible to use Form S-3. Form S-1 requires comprehensive disclosures about the issuer, the selling shareholders, and the offering itself.  
  • Form S-3: If the selling shareholders meet certain eligibility criteria, they can use Form S-3 for secondary offerings. This form is a streamlined registration statement that allows eligible issuers to incorporate by reference their existing SEC filings, simplifying the registration process.  
  • Form S-4: In the case of mergers, acquisitions, or exchange offers, Form S-4 may be used for secondary offerings of securities. This form is used to register securities to be issued in connection with these transactions and requires detailed disclosure of the terms and conditions of the offer.  
  • Form F-3: Foreign private issuers may use Form F-3 for secondary offerings of securities. It is somewhat like Form S-3 but tailored for non-U.S. companies that have listed securities in the U.S.  
This post is for informational and educational purposes only.  It is not to be construed as investment advice, or a recommendation of any security, strategy, or account type.  Investors must be sure to understand all risks involved with any trading strategy, including commission costs, before placing any trade.   Inclusion of specific security names in this blog post does not constitute a recommendation from us to buy, sell, or hold.  
Further, this post is not an offer or solicitation for brokerage services, investment advisory services, or other products or services in any jurisdiction where we are not authorized to do business or where such offer or solicitation would be contrary to the securities laws or other local laws and regulations of that jurisdiction.  The provision of the services referred to in this material is subject to relevant local regulation and practice, and not all the services described may be available in your particular jurisdiction.  Any investment decisions made by an investor shall be based solely based on the investor's independent analysis taking into consideration their financial circumstances, investment objectives and risk tolerance.  Although the information has been produced from sources believed to be reliable, no warranty express or implied is made regarding its accuracy, adequacy, completeness, legality, reliability, or usefulness.

We are not affiliated with any third-parties or service providers mentioned in this post. Past performance of a security or strategy does not guarantee future results or success. 

Brokerage services are provided through Think Alpha Securities LLC, Member FINRA and SIPC.  116 Commons Way, Princeton, NJ 08540. Not insured by the Federal Deposit Insurance Corporation (FDIC).

Options Risk Disclosure:
Customers must read and understand the Characteristics and Risks of Standardized Options before engaging in any options trading strategies. Options transactions are often complex and may involve the potential of losing the entire investment in a relatively short period of time. Certain complex options strategies carry additional risk, including the potential for losses that may exceed the original investment amount. Options trading subject to eligibility requirements.


Read More:

Tradingalpha.com is a website owned and operated by Think Alpha Securities LLC (doing business as “Tradingalpha”). Brokerage services are provided through Think Alpha Securities LLC, Member FINRA and SIPC. 116 Commons Way, Princeton, NJ 08540. Not insured by the Federal Deposit Insurance Corporation (FDIC). This material is sales and trading commentary and does not constitute investment research. This material is provided to you by Think Alpha Securities LLC (“TAS”) solely for informational purposes, is intended for your use only and does not constitute an offer or commitment, a solicitation of an offer or comment (except as noted for CFTC purposes), or any advice or recommendation, to enter into or conclude any transaction (whether on the indicative terms shown or otherwise), or to provide investment services in any state or country where such an offer or solicitation or provision would be illegal. TAS is not acting in any fiduciary capacity and it will not treat recipients as its customers by virtue of their receiving this material. The provision of the services referred to in this material is subject to relevant local regulation and practice, and not all the services described may be available in your particular jurisdiction. Brokerage services are provided through Think Alpha Securities LLC, Member FINRA and SIPC.  116 Commons Way, Princeton, NJ 08540. Not insured by the Federal Deposit Insurance Corporation (FDIC).
©2023 THINKalpha. All rights reserved.