Foreign Private Issuer Advisory

US Capital Markets Access
for Foreign Companies

IFRS Reporting and US GAAP Reconciliations

We prepare IFRS financial statements for SEC registration and produce the US GAAP reconciliations required when the SEC mandates them.

Form F-1, F-4, and 20-F Support

We prepare the financial sections of all major FPI registration statements and annual reports, including MD&A and Regulation S-X compliance.

Local US Accounting Team for Foreign Management

We serve as your US-based technical accounting arm, bridging the gap between your home-country finance function and the requirements of US regulators and auditors.

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100+

Successful transactions completed

20+

Years of experience

$5 - 50m

Average size of transaction

$20-200m

Average market cap of clients across tech, manufacturing & services

US Accounting and SEC Reporting Support for Foreign Private Issuers

What makes us different?

Foreign companies accessing US capital markets face a distinct set of financial reporting requirements. The SEC’s rules for foreign private issuers differ from domestic company requirements in important ways — including the availability of IFRS reporting, the use of Form 20-F instead of Form 10-K, and specific accommodations around disclosure timing and content. But the underlying standard of accuracy and completeness the SEC expects is the same.

Corviniti provides US-based accounting and financial reporting support to foreign private issuers preparing to list on US exchanges, raise capital from US investors, or merge with a US SPAC. We act as the local technical accounting arm for foreign management teams, bridging the gap between their home-country finance function and the requirements of US regulators and PCAOB-registered auditors.

Our team has direct experience with cross-border transactions, IFRS-to-US GAAP reconciliations, and the specific accounting issues that arise in multi-currency, multi-entity structures. We understand what the SEC looks for in FPI filings and how to present your financial information in a format that moves through the review process efficiently.

We help with:
  • IFRS Financial Statement Preparation: Prepare or review financial statements under IFRS in the format and with the disclosures required for SEC registration.
  • IFRS to US GAAP Reconciliation: Prepare the quantitative reconciliation of IFRS net income and equity to US GAAP, as required when the SEC mandates a GAAP reconciliation.
  • Form F-1 and F-4 Financial Sections: Prepare the financial statements, footnotes, and MD&A for registration statements on Form F-1 (IPO) and Form F-4 (merger or exchange offer).
  • Form 20-F Annual Report: Prepare the financial sections of the annual report on Form 20-F, including the financial statements and required SEC-specific disclosures.
  • PCAOB Audit Coordination: Prepare audit-ready workpapers and documentation to support the PCAOB audit required for US market entry.
  • Technical Accounting for Cross-Border Issues: Analyze and document accounting conclusions for issues that arise in cross-border structures, including foreign currency translation (ASC 830) and intercompany arrangements.
  • FPI Status Assessment: Evaluate whether the company qualifies as a foreign private issuer and how changes in ownership or operations could affect that status over time.
  • SEC Comment Letter Response: Draft responses to SEC staff comments on FPI-specific accounting and disclosure issues and manage the review process through effectiveness.
  • US GAAP Conversion Support: Support a full conversion from IFRS to US GAAP when required by the SEC or desired by management for ongoing US reporting.
  • Post-Listing US Reporting Support: Provide ongoing support for FPI reporting obligations, including Form 20-F, Form 6-K, and any required interim financial updates.

Why Choose Us?

Big 4 expertise,
boutique agility

Corviniti provides US-based technical accounting and SEC reporting support to foreign private issuers with the depth of a Big 4 advisory practice and the responsiveness of a dedicated boutique. We serve as your local accounting team in the US, so you can focus on the transaction.

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Cross-border transactions are a core part of what we do

From foreign companies evaluating a US IPO to FPIs already in the SEC registration process, Corviniti provides the local technical accounting and reporting support that cross-border transactions require.

  • Foreign Private Issuers (FPIs)
  • IFRS and US GAAP Reporting
  • Cross-Border M&A and SPAC Transactions
  • Big Four Experience
  • SEC and PCAOB Standards

Contact Us To
Learn More

Call: (347) 472-1115
Email: info@corviniti.com

Tell us about your company, home jurisdiction, and what you are trying to accomplish in the US markets. We will respond within 24 hours.

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Frequently Asked Questions

A foreign private issuer (FPI) is a non-US company that meets a two-part SEC test. First, more than 50% of its outstanding voting securities must be held by non-US residents. Second, a majority of its directors or officers must be non-US citizens or residents, more than 50% of its assets must be located outside the US, or its business must be administered principally outside the US. FPIs benefit from different and generally less burdensome SEC reporting requirements than domestic US registrants.

Yes. The SEC accepts financial statements prepared under IFRS as issued by the IASB for foreign private issuers, without a reconciliation to US GAAP. This is a significant accommodation compared to domestic registrant requirements. However, if the FPI’s financial statements are prepared under a local GAAP other than IFRS, a reconciliation to US GAAP is typically required.

Form F-1 is the registration statement used by foreign private issuers for an initial public offering in the US — equivalent to the Form S-1 used by domestic companies. Form 20-F is the annual report filed by FPIs after their securities are registered — equivalent to the Form 10-K. Both require audited financial statements, an MD&A, and extensive disclosures.

Yes. Foreign private issuers whose securities are registered with the SEC must have their financial statements audited by a firm registered with the PCAOB, regardless of whether they report under IFRS or US GAAP.

FPI status is tested annually on the last business day of the second quarter. If a company no longer qualifies, it loses FPI status at the beginning of the next fiscal year and must transition to domestic registrant reporting — meaning annual 10-K filings, quarterly 10-Q filings, and current 8-K reporting. The transition requires converting financial statements to US GAAP if they were previously prepared under IFRS and significantly increases the ongoing reporting burden.

Yes. We regularly work with foreign private issuers and companies with cross-border structures, including IFRS reporting, US GAAP reconciliations, and multi-entity consolidations for companies with domestic and international subsidiaries.

In most cases, we can begin within a few days of finalizing our agreement. Our onboarding process is straightforward — a brief discovery session, a clear statement of work, and secure access setup. We do not have lengthy intake procedures that delay the start of actual work.