Spotify made a big splash with its novel approach to "going
public." Rather than following the tried-and-true path of an
initial public offering – where the issuer sells stock to the
public through underwriters – Spotify pursued a "direct
listing." But did it really do anything different?
While it is true that Spotify did not directly sell any stock to
the public, it did file a traditional form of registration
statement, a Form F-1, with the SEC; this is the registration
statement that any foreign private issuer would file for an IPO.
The Form F-1 contained the typical company information that would
be disclosed in an IPO: financial statements, business description,
MD&A, risk factors, etc. Spotify went through the traditional
SEC review process, including an initial confidential filing and
multiple amendments to respond to comments from the SEC staff. It
also had to file the customary listing application with the New
York Stock Exchange.
