Form S-1 Supporting Statement.Final

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM S-1
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 (the “Securities Act”) was enacted in order to provide full and
fair disclosure with respect to publicly offered securities and to prevent fraud in connection with
such offerings. The Securities Act carries out this purpose by requiring the filing of a registration
statement in connection with public distributions of securities by issuers and their control
persons. Schedule A of the Securities Act specifies the general types of information that must be
disclosed in registration statements filed with the Securities and Exchange Commission
(“Commission”). The Commission has authority, under Section 19 of the Securities Act, to
promulgate rules to carry out the provisions of the Securities Act.
Form S-1 (17 CFR 239.11) is a general registration form used to register the public
offering of securities under the Securities Act of 1933 (“Securities Act”). Form S-1 may be used
for the registration under the Securities Act of securities of all registrants for which no other
form is authorized or prescribed, except that this Form shall not be used for securities of foreign
governments or political subdivisions thereof or asset-backed securities.
2.

Purpose and Use of the Information Collection

The information collected is intended to ensure the adequacy of information available to
investors in connection with securities offerings.
3.

Consideration Given to Information Technology

Form S-1 is filed electronically with the Commission on the Electronic Data Gathering,
Analysis, and Retrieval (“EDGAR”) system.
4.

Duplication of Information

There are no other forms or rules the Commission is aware of that conflict with or
substantially duplicate the requirements of Form S-1
5.

Reducing the Burden on Small Entities

Form S-1 is a general registration form that may be used (including by small entities) if
no other form is available. Investors in small entities should have access to all material
information in order to evaluate a proposed offering of securities; the Commission is unable to
further simplify reporting requirements for small entities.

6.

Consequences of Not Conducting Collection

The objectives of the Securities Act would not be met.
7.

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to OMB’s review
of this submission.
9.

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form S-1 is a public document.
11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include a name and job title. However, the agency has
determined that the information collection does not constitute a system of record for purposes of
the Privacy Act. Information is not retrieved by a personal identifier. In accordance with Section
208 of the E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system, in connection with this collection of information. The EDGAR
PIA, published on March 6, 2025, is provided as a supplemental document and is available at
https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form S-1

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0065

908

145,861

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form S-1 takes approximately 642.56 hours per response to comply with the collection of
information requirements and is filed once per year by 908 respondents, for a total of
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approximately 908 responses annually. We further estimate that 25% of the collection of
information burden is carried by the issuer internally and that 75% of the burden of preparation is
carried by outside professionals retained by the issuer. Based on our estimates, we calculated the
total annual reporting burden to be 145,861 hours ((0.25 x 642.56 total hours per response) x
908responses).
We derived our burden hour estimates by estimating the average number of hours it
would take an issuer to compile the necessary information and data, prepare and review
disclosure, file documents and retain records. In connection with rule amendments to the form,
we occasionally receive PRA estimates from public commenters about incremental burdens that
are used in our burden estimates. We believe that the actual burdens will likely vary among
individual issuers based on the nature of their operations. For administrative convenience, we
have rounded the estimated burden hours to the nearest whole number. The estimated burden
hours are made solely for the purpose of the PRA.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form S-1

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0065

908

$262,550,016

We estimated that 75% of 642.56 total hours per response is externally by outside
professionals retained by the issuer. We estimate that those outside professionals will cost the
issuer $600 per hour for a total annual cost burden of $262,550,016 ((75% x 642.56 hours per
response) x $600 per hour x 908 responses).
The estimated hourly cost of $600 per hour is based on our consultations with registrants
and professional firms who regularly assist registrants in preparing and filing disclosure
documents with the Commission. Our estimates reflect average burdens, and therefore, some
companies may experience costs in excess of our estimates and some companies may experience
costs that are lower than our estimates. For administrative convenience, the paperwork cost
burden has been rounded to the nearest dollar. The cost burden estimate is made solely for the
purpose of the PRA.
14.

Costs to Federal Government

The SEC is in the process of revising its methodologies to estimate annualized costs to
the Federal government for all its relevant collections of information. The SEC anticipates that
future extensions of this collection of information will reflect the revised methodologies.

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15.

Reason for Change in Burden
Summary of the Change in Burden Hours and Cost Burden
Annual No. of Responses

Annual Time Burden (Hours)

Annual Burden Cost Burden ($)

IC
Title

Previously
Approved

Requested

Increase
In No. of
Responses

Previously
Approved

Requested

Increase
In
Burden

Previously
Approved

Request
Cost burden

Increase
In
Cost
Burden

Form
S-1

898

908

10

141,978

145,861

3,883

$174,015,643

$262,550,016

$88,534,373

The increase in burden hours of 3,883 hours and the increase in cost burden of
$88,534,373 are due to an increase in the number of annual Forms S-1 responses (from 898
responses to 908 responses). The increase in cost burden also is due to the Commission’s
increase in the estimated cost of outside professionals (from $400 per hour to $600 per hour).
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.
17.
Approval to Omit OMB Expiration Date
We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled
version release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for PRA submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

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