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What is the difference between Form S-1 and Form 10?
A Form S-1 registers shares under the Securities Act so they can be sold or resold publicly. A Form 10 registers the company under the Exchange Act, which makes it a reporting company, but does not register any shares for sale or resale. We use an S-1 in a direct listing because it registers the investors' shares for resale. We rarely use a Form 10.
Joel Arberman, Meraki Partners · Reviewed October 2026. Based on 17 companies taken public since 1999: 11 by direct listing, 4 by reverse merger and 2 by IPO.
Why does a direct listing use an S-1?
Because the investors in the private placement need registered shares that can trade once the stock is quoted. The S-1 does that and makes the company an SEC reporting company at the same time.
When is a Form 10 used?
When a company wants to become an SEC reporting company without registering any shares, for example to report before a later financing. A Form 10 becomes effective automatically 60 days after filing, and the company must then file 10-Ks, 10-Qs and 8-Ks. It does not create tradable shares or a market.
Do both need audited financial statements?
Yes. Both require audited financials, a business description, risk factors, management's discussion and executive pay disclosure.
Does a Form 10 get the stock quoted?
No. A market maker still has to file a Form 211, and holders still need a way to resell their shares, usually Rule 144 after the holding period or a later registration.
Which should my company use?
For most companies going public by direct listing, the S-1. It registers the shares, makes the company reporting, and gives investors a path to liquidity in one filing.
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