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SEC Form F-10

SEC Form F-10
InvestingLaws and Regulations

What Is SEC Form F-10?

SEC Form F-10 is a form the Securities and Exchange Commission (SEC) requires certain publicly traded Canadian foreign private issuers to complete to register and sell securities in the United States.

These issuers must have been subject to continuous disclosure by a Canadian authority over the 12 months going before the filing to register any securities — with the exception of certain derivatives. A company filing SEC Form F-10 must likewise have an aggregate market value of the public float of its outstanding equity shares of no less than $75 million.

Grasping SEC Form F-10

Certain Canadian companies hoping to register and sell securities in the United States will complete SEC Form F-10 to register securities under the Securities Act of 1933. Enacted after the stock market crash of 1929, this U.S. legislation calls for companies to uncover their financial statements so potential investors can audit them and settle on informed investment choices.

The Securities Act of 1933 — often referred to as "reality in securities" regulation — expects that companies complete registration forms that give essential facts and disclosures in regards to their securities and overall financial wellbeing. SEC Form F-10 is just one of numerous filings that assists the SEC with accomplishing the act's objectives: that investors are able to receive significant information in regards to securities offered and to forestall fraud in the sale of the offered securities.

Before purchasing an investment or security, investors ought to audit the prospectus, which uncovers important information about the investment's financial performance and expected risks.

Multijurisdictional Disclosure System (MJDS)

In July 1991, the SEC and the Canadian Securities Administrators approved the Multijurisdictional Disclosure System (MJDS). The goal of the MJDS was to streamline the filing system and make it more straightforward for eligible Canadian companies to bring funding up in the United States through the offering of securities.

Canadian companies that meet MJDS requirements can utilize the equivalent prospectus while filing with the SEC that they prepared to meet Canadian disclosure requirements. This enables companies to save time and reduce the administrative weights and costs associated with separate filings.

Subsequently, SEC Form F-10 is a wraparound form that enables companies eligible for MJDS to utilize the significant offering records required by Canadian securities regulation. Nonetheless, dissimilar to other SEC forms required of Canadian issuers (F-7, F-8, F-9, and F-80), SEC Form F-10 requests that the issuer accommodate its financial statements to U.S. Generally Accepted Accounting Principles (GAAP).

Beginning around 1991, certain Canadian companies can utilize the very prospectus while filing with the SEC that they prepared to meet Canadian disclosure requirements.

Requirements for SEC Form F-10

While the goal of the MJDS is to reduce barriers to Canadian companies in getting cross-border funding, companies must in any case agree with the requirements illustrated in SEC Form F-10. Below we feature a few key limitations, for example, requirements with respect to the types of securities covered under the filing, the proper disclosures, and the market value of the offered securities.

Types of Securities

Foreign private issuers incorporated or organized under Canadian laws can utilize SEC Form F-10 to register securities under the Securities Act of 1933. This incorporates securities issued in an exchange offer or associated with a amalgamation, merger, or other reorganization requiring a shareholder vote.

Companies can't, notwithstanding, utilize SEC Form F-10 to register derivative securities. Exemptions for this incorporate the registration of certain warrants, options, rights, and convertible securities that meet the requirements specified by the SEC.

Disclosures

Before submitting SEC Form F-10, the responsible company must have been subject to and in compliance with the disclosure requirements of the Canadian securities commission or equivalent regulatory authority for no less than 12 calendar months quickly going before the filing. There are an exemptions and extra provisions to this reporting requirement for participating companies that are part of a business combination.

Market Value of Securities

The outstanding equity shares to be offered must have an aggregate market value of the public float of somewhere around $75 million. There are extra provisions to this rule for business combinations, which under particular conditions might have the option to meet the public float requirement in view of the outstanding equity shares of each participating company.

Features

  • Canadian companies must uncover their financial statements as per U.S. Generally Accepted Accounting Principles (GAAP).
  • SEC Form F-10 is required from certain publicly traded Canadian firms to complete registration and sell securities in the United States.
  • To file a SEC Form F-10, the company must meet requirements in regards to the types of securities covered under the filing, the proper disclosures, and the market value of the offered securities.