# Complete Form Check On Registration Statement > S-1 form check for a registration statement where the baseline identifies surface-level omissions but does not fully test internal consistency of financial tables, ownership disclosures, dilution computations, and other structure-dependent disclosures against the supporting record. - Skill: `finchipaiorg/complete-form-check-on-registration-statement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/complete-form-check-on-registration-statement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/complete-form-check-on-registration-statement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/complete-form-check-on-registration-statement --- # Skill: Form Check on SEC Form S-1 Registration Statement ## 1. Subject-matter triage - Treat the draft registration statement as a section-by-section compliance and consistency review, not a generic proofreading exercise. - Start by mapping the issuer’s structure, capital stack, governance, tax arrangements, and financing history from the source materials; those facts determine which disclosures are triggered. - If the source set includes multiple versions of financials, cap tables, ownership tables, or pro forma presentations, enumerate them first and identify the controlling version before analyzing inconsistencies. - If only one version is in scope, say so expressly and explain why the record supports that limitation. ## 2. Failure modes the skill is correcting - The review flags missing headings but does not test whether the disclosed numbers reconcile across the prospectus, financial statements, and supporting schedules. - The review identifies isolated drafting gaps but misses regulator-comment risks created by inconsistent share counts, ownership percentages, dilution math, or capitalization tables. - The review treats governance, tax, and financing disclosures as boilerplate rather than structure-dependent items that can trigger additional disclosure duties. - The review describes an issue without tying it to the governing rule, the related disclosure elsewhere in the filing, and the practical consequence for the issuer. - The review spots problems but does not translate them into a prioritized memorandum the deal team can act on quickly. ## 3. Legal frameworks / domain conventions that apply - Form S-1 disclosure must be assessed against the Securities Act of 1933 and the SEC’s registration-statement rules and instructions applicable to the issuer’s fact pattern. - Financial statement presentation should be checked for consistency with Regulation S-X, including the age, form, and comparability of the included financials. - Non-GAAP measures, if used, should be reconciled to the most directly comparable GAAP measure, and each adjustment should be supportable from the record. - Dilution disclosure should be internally coherent: pre-offering net tangible book value, pro forma adjustments, post-offering share counts, and resulting per-share dilution must all line up. - Ownership and capitalization disclosures should use the same share base, footnote assumptions, and post-offering denominator where the form calls for it. - Governance disclosures should reflect the applicable exchange listing and corporate-governance rules if a control person, board composition, or committee structure creates special treatment or exemptions. - Related-party, restructuring, or contingent payment arrangements should be disclosed where they bear on control, liquidity, conflicts, or future cash obligations. - Director-independence statements should identify the standard being applied and apply it consistently across all directors and committee members. - Disclosure should be tested against the filing date and expected effectiveness date to catch staleness issues that may require updated statements or amendment. ## 4. Analytical scaffolds - Review the draft by S-1 section and then by disclosure theme: business, risk factors, use of proceeds, capitalization, dilution, selected financial data, management’s discussion and analysis, related-party transactions, directors and officers, principal stockholders, and financial statements. - For each identified issue, state the governing authority by name and section or rule, not just the conclusion. - For each numerical disclosure, trace the figure back to the source document, then check for arithmetic consistency across linked tables and footnotes. - For each non-GAAP measure, reconcile the adjustment chain to the GAAP base and verify that the final disclosed metric matches the underlying calculations. - For each ownership or dilution item, verify the share base, denominator, and post-offering treatment against the capitalization table and related notes. - For each structure-specific obligation, ask whether the issuer’s governance, tax, or financing arrangements create disclosure duties in more than one part of the filing. - For each issue, assess severity based on regulator-comment risk and transaction sensitivity, then state the likely downstream consequence if left uncorrected. ## 5. Vertical / structural / temporal relationships - Check whether a disclosure in one section depends on a figure, assumption, or classification used elsewhere in the filing; if so, confirm the cross-reference is consistent in both places. - Test vertical consistency from source record to financial statement to prospectus narrative to tables and footnotes. - Check temporal consistency for interim statements, pro forma data, and any post-period events that may affect the filing’s accuracy as of the expected effectiveness date. - If there are multiple classes of equity, multiple holders, or multiple offerings, analyze each separately before synthesizing the combined effect. ## 6. Output structure conventions - Produce a memorandum organized by S-1 section and disclosure topic, using conventional capital-markets issue headings rather than a rubric-like checklist. - Precede the findings with a brief legend defining the ordinal severity scale used throughout the memorandum. - For each finding, include: section reference, concise issue statement, governing authority, severity, comment-risk assessment, the cross-linked disclosure or source document that interacts with it, the practical consequence, and a recommended correction. - Keep issue statements specific and action-oriented; do not leave them as generic “verify” notes. - Close with a prioritized summary of the issues most likely to draw SEC comments or delay effectiveness. - End with a Recommended Actions block that assigns an imperative action, the responsible role, and a timing anchor tied to filing or effectiveness.