What’s the Difference Between an S-1 and a Form 10—and Which Path Fits Your Company Best?

For U.S. founders, the two most common on-ramps to public company status are the S-1 registration statement and the Form 10. Both register a class of securities with the SEC, but they’re used in different contexts and produce different outcomes. An S-1 is the traditional IPO or direct listing registration, intended to offer or register securities for sale to the public. A Form 10 registers a class of securities under the Exchange Act, often with no concurrent capital raise, creating a fully reporting public company that can subsequently access the markets. The right path hinges on your capital needs, distribution strategy, and listing venue targets.

If your goal is to raise primary capital at the moment of listing and secure a national exchange slot (NASDAQ/NYSE), S-1 is usually the cleaner fit. It supports a marketed offering (IPO) or a primary direct listing when conditions allow. If your goal is to become a reporting company first, sometimes as part of a reverse merger or to establish credibility and financial transparency before a financing, Form 10 can be a faster gateway. It forces the same discipline around audited financials and disclosures, but without the execution risk of a live offering.

Timing and downstream flexibility should drive the choice, not just “speed.” S-1s require underwriter-style preparation even without banks (in a direct listing), and you’ll need to plan investor education, market making, and liquidity frameworks. Form 10 routes can be quicker to effectiveness, but you’ll still need a path to quotation, DTC eligibility, and—if desired—an eventual uplist. Many issuers underestimate how market microstructure, float, and shareholder count requirements interact with the filing you choose.



Meraki Partners helps founders choose for outcomes: when S-1 unlocks valuation and distribution advantages, we architect that path; when Form 10 plus a staged financing plan is smarter, we orchestrate the sequence and the disclosure cadence. The decision is less about paperwork and more about capital strategy, investor perception, and the practical mechanics of trading and liquidity in month 1–12. We make those moving parts work together.