SEC Adopts Interim Rules Implementing Provisions of the FAST Act

SEC

On January 13, the SEC announced that it approved interim final rules to implement certain sections of the Fixing America’s Surface Transportation Act (“FAST Act,”), revising Forms S-1 and F-1 for emerging growth companies and smaller reporting companies. Specifically, the rules amend Forms S-1 and F-1 to allow emerging growth companies to omit financial information for certain historical time periods prior to the offering, provided registration statements include all required financial information at the time of the offering. Additionally, under the revised Form S-1, smaller reporting companies, excluding blank check companies, shell companies, or issuers for offerings of penny stocks, will be allowed to use incorporation by reference for future federal securities laws filings after the registration statement becomes effective. These eligible smaller reporting companies will be required to be current by having filed: (i) an annual report for its most recent fiscal year; and (ii) “all required Exchange Act reports and materials during the 12 months immediately preceding filing of the Form S-1.” These rules will become effective when published in the Federal Register.