What Is SEC Form F-4?

SEC Form F-4 is a filing that the Securities and Exchange Commission (SEC) requires for the registration of certain securities by foreign issuers. SEC Form F-4 supports the registration of securities involving foreign private issuers in connection with exchange offers and business combinations.

Key Takeaways

  • SEC Form F-4 is to be used by any foreign private issuer, as defined in Rule 405 (§230.405), for registration of securities under the Securities Act of 1933.
  • The form must also be filed if there is a U.S. merger or acquisition involving a foreign issuer.
  • This form shall not be used if the registrant is a registered investment company. 

Understanding SEC Form F-4

Form F-4 is also known as the Registration Statement under the Securities Act of 1933. This act, often referred to as the "truth in securities" law, requires that these registration forms disclose essential facts about the company and securities being offered. It helps the SEC achieve its objectives by making information more accessible to investors and prohibiting fraud.

On SEC Form 4 required fields include:

  • The exact name of the registrant and translation into English
  • State or other jurisdiction of incorporation
  • The Primary Standard Industrial Classification Code Number
  • I.R.S. Employer Identification Number
  • Address of the Registrant’s principal executive offices
  • The name, address, and telephone number of the agent of service

In addition, Form 4 requires the approximate date of commencement of proposed securities sale, if the registrant is an emerging growth company, if it prepares its financial statements in accordance with U.S. GAAP, and a calculation of the registration fee. All of this is to help standardize the practices of foreign firms with U.S. markets and streamline the flow of information to potential shareholders and the investing public.

Other Important SEC Forms

While all SEC forms are critical, an additional one for issuers to note is Form S-1. This is the initial registration form for new securities of domestic issuers. Any security that meets the criteria must file an S-1 before shares can be listed on a national exchange. Similar to SEC Form 4, Form S-1 asks issuers to provide information on the planned use of capital proceeds, current business model and competition, and provide a brief prospectus of the planned security itself, offering price methodology and any dilution that will occur to other listed securities.

Another important form is the 10-K. This is a comprehensive summary report of a company's annual performance. The SEC requires this for all public companies. Typically, the 10-K is a much more detailed account than a company’s annual report and includes five distinct sections:

  • A business overview, including main operations, products, and services
  • Risks (present and future)
  • Selected financial data from the past five years
  • Management discussion and analysis (MD&A) that provides an explanation of recent business results
  • Audited financial statements (including the income statement, balance sheets, and statement of cash flows) and a letter from the company’s independent auditor certifying the scope of their review