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pdfUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
OMB APPROVAL
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3235-0325
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April 30, 2026
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FORM F-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
(State or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number)
(I.R.S. Employer Identification Number)
(Address, including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent of
service)
Approximate date of commencement of proposed sale of the securities to the public
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in
conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
☐
SEC 2078 (07-24)
Potential persons who are to respond to the collection of information contained in
this Form are not required to respond unless the Form displays a currently valid
OMB control number.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
405 of the Securities Act of 1933.
Emerging growth company
☐
If an emerging growth company that prepares its financial statements in accordance with U.S.
GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards † provided pursuant
to Section 7(a)(2)(B) of the Securities Act.
☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting
Standards Board to its Accounting Standards Codification after April 5, 2012.
†
Page 2 of 39
GENERAL INSTRUCTIONS
A. Rule as to Use of Form F-4.
1.
This Form may be used by any foreign private issuer, as defined in Rule 405 (§230.405
of this chapter), for registration under the Securities Act of 1933 (“Securities Act”) of
securities to be issued: (1) in a transaction of the type specified in paragraph (a) of Rule
145 (§230.145 of this chapter); (2) in a merger in which the applicable law would not
require the solicitation of the votes or consents of all of the security holders of the
company being acquired; (3) in an exchange offer for securities of the issuer or another
entity; (4) in a public reoffering or resale of any such securities acquired pursuant to this
registration statement; or (5) in more than one of the kinds of transactions listed in (1)
through (4) registered on one registration statement.
2.
If the registrant meets the requirements of and elects to comply with the provisions in
any item of this Form or Form S-4 (§239.25) that provides for incorporation by
reference of information about the registrant or the company being acquired, the
prospectus must be sent to the security holders no later than 20 business days prior to
the date on which the meeting of such security holders is held or, if no meeting is held,
the earlier of 20 business days prior to either (1) the date the votes, consents or
authorizations may be used to effect the corporate action or (2) If votes, consents or
authorizations are not used, the date the transaction is consummated. Attention is
directed to Sections 13(e), 14(d) and 14(e) of the Securities Exchange Act of 1934
(“Exchange Act”) and the rules and regulations thereunder regarding other time periods
in connection with exchange offers and going private transactions.
3.
This Form shall not be used if the registrant is a registered investment company.
B. Information with Respect to the Registrant.
1.
Information with respect to the registrant shall be provided in accordance with the items
referenced in one of the following subparagraphs:
(a) Items 10 and 11 of this Form, if the registrant elects this alternative and meets the
following requirements for use of Form F-3 (§239.33 of this chapter) (hereinafter,
with respect to the registrant, “meets the requirements for use of Form F-3”) for
this offering of securities:
(i) The registrant meets the requirements of General Instruction I.A. of Form F-3,
and
(ii) One of the following is met:
A. The registrant meets the aggregate market value requirement of General
Instruction I.B.1. of Form F-3; or
B. Non-convertible debt or preferred securities are to be offered pursuant to
this registration statement and the requirements of General Instruction
Page 3 of 39
I.B.2. of Form F-3 have been met for the securities to be registered on this
registration statement; or
C. The registrant is a majority-owned subsidiary and one of the conditions of
General Instruction I.A.5. of Form F-3 is met.
(b) Items 12 and 13 of this Form, if the registrant meets the requirements for use of
Form F-3 and elects this alternative; or
(c) Item 14 of this Form, if the registrant does not meet the requirements for use of
Form F-3, or if it otherwise elects this alternative.
2.
If the registrant is a real estate entity of the type described in General Instruction A to
Form S-11 (§239.18 of this chapter), the information prescribed by Items 12, 13, 14, 15
and 16 of the Form S-11 shall be furnished about the registrant in addition to the
information provided pursuant to Items 10 through 14 of this Form. The information
prescribed by such Items of Form S-11 may be incorporated by reference into the
prospectus if (a) a registrant qualifies for and elects to provide information pursuant to
alternative 1.a. or 1.b. of this instruction and (b) the documents incorporated by
reference pursuant to such elected alternative contain such information.
C. Information With Respect to the Company Being Acquired.
1.
Information with respect to the company whose securities are being acquired
(hereinafter including, where securities of the registrant are being offered in exchange
for securities of another company, such other company) shall be provided in accordance
with the items referenced in one of the following subparagraphs:
(a) Item 15 of this Form, if the company being acquired meets requirements of General
Instruction I.A. and I.B. (hereinafter, with respect to the company being acquired,
“meets the requirements for use of Form F-3”) for use of Form F-3 and this
alternative is elected;
(b) Item 16 of this Form, if the company being acquired meets the requirements for use
of Form F-3 and this alternative is elected; or
(c) Item 17 of this Form, if the company being acquired does not meet the
requirements for use of Form F-3, or if this alternative is otherwise elected.
(d) If the company to be acquired is a U.S. company, the registrant shall present
information about such other company pursuant to Instructions C and F of Form S4 (§239.25 of this chapter).
2.
If the company being acquired is a real estate entity of the type described in General
Instruction A to Form S-11, the information that would be required by Items 13, 14, 15
and 16(a) of Form S-11 if securities of such company were being registered shall be
furnished about such company being acquired in addition to the information provided
pursuant to this Form. The information prescribed by such Items of Form S-11 may be
Page 4 of 39
incorporated by reference into the prospectus if: (a) the company being registered
would qualify for use of the level of disclosure prescribed by alternative 1.a. or 1.b. of
this instruction and such alternative is elected; and (b) the documents incorporated by
reference pursuant to such elected alternative contain such information.
D. Application of General Rules and Regulations.
1.
Attention is directed to the General Rules and Regulations under the Securities Act,
particularly those comprising Regulation C thereunder (§230.400 et seq. of this
chapter). That Regulation contains general requirements regarding the preparation and
filing of registration statements.
2.
Attention is directed to Regulation S-K (Part 229 of this chapter) and Form 20-F for the
requirements applicable to the content of non-financial statement portions of
registration statements under the Securities Act. Where this Form directs the registrant
to furnish information required by Regulation S-K or Form 20-F and the item of
Regulation S-K or Form 20-F so provides, information need only be furnished to the
extent appropriate.
3.
[Reserved]
4.
A registrant must file the Form F-4 registration statement in electronic format via the
Commission's Electronic Data Gathering and Retrieval System (EDGAR) in accordance
with the EDGAR rules set forth in Regulation S-T (17 CFR part 232), except that a
registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202
(17 CFR 232.201 or 232.202) may file the registration statement in paper. For
assistance with EDGAR questions, call the Filer Support Office at (202) 551- 8900.
5.
The Form F-4 registration statement must be in the English language, as required by
Regulation S-T Rule 306 (17 CFR 232.306) for electronic filings and Securities Act
Rule 403(c) (17 CFR 230.403(c)), generally. If the registration statement requires the
inclusion, as an exhibit or attachment, of a document that is in a foreign language, the
registrant must provide instead either an English translation or an English summary of
the foreign language document in accordance with Securities Act Rule 403(c) (17 CFR
230.403(c)) for both electronic and paper filings. The registrant may submit a copy of
the unabridged foreign language document along with the English translation or English
summary as permitted by Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for
electronic filings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)(4)) for paper
filings.
E. Compliance With Exchange Act Rules.
1.
If a corporation or other person submits a proposal to its security holders entitled to
vote on, or consent to, the transaction in which the securities being registered are to be
issued, and such person’s submission to its security holders is subject to Regulation 14A
(§§240.14a-1 through 14a-101 of this chapter) or 14C (§§240.14c-1 through 14c-101 of
this chapter) under the Exchange Act, then the provisions of such Regulations shall
apply in all respects to such person’s submission, except that: (a) The prospectus may
Page 5 of 39
be in the form of a proxy or information statement and may contain the information
required by this Form in lieu of that required by Schedule 14A (§240.14a-101) or 14C
(§240.14c-101) of Regulation 14A or 14C under the Exchange Act; and (b) copies of
the preliminary and definitive proxy or information statement, form of proxy or other
material filed as a part of the registration statement shall be deemed filed pursuant to
such person’s obligations under such Regulations.
F.
2.
If the proxy or information statement material sent to security holders is not subject to
Regulation 14A or 14C, all such material shall be filed as a part of the registration
statement at the time the statement is filed or as an amendment thereto prior to the use
of such material.
3.
If the transaction in which the securities being registered are to be issued is subject to
Section 13(e), 14(d) or 14(e) of the Exchange Act, the provisions of those sections and
the rules and regulations thereunder shall apply to the transaction in addition to the
provisions of this Form.
Registration Statements Subject to Rule 415(a)(1)(viii) (§230.415(a)(1)(viii) of This
Chapter)
If the registration statement relates to offerings of securities pursuant to Rule 415(a)(1)(viii),
required information about the type of contemplated transaction (and the company being
acquired) need only be furnished as of the date of initial effectiveness of the registration
statement to the extent practicable. The required information about the specific transaction and
the particular company being acquired must be included in the prospectus by means of a posteffective amendment. Each post-effective amendment filed to provide required information about
a specific transaction and particular company being acquired must include in the exhibit required
by Item 21(d) of this Form the maximum aggregate amount or maximum aggregate offering
price of the securities to which the post-effective amendment relates.
G. Roll-Up Transactions.
1.
If securities to be registered on this Form will be issued in a roll-up transaction as
defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), then the disclosure
provisions of Subpart 229.900 of Regulation S-K (17 CFR 229.900) shall apply to the
transaction in addition to the provisions of this Form. To the extent that the disclosure
requirements of Subpart 229.900 are inconsistent with the disclosure requirements of
any other applicable forms or schedules, the requirements of Subpart 229.900 are
controlling.
2.
If securities to be registered on this Form will be issued in a roll-up transaction as
defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c)), the prospectus must be
distributed to security holders no later than the lesser of 60 calendar days prior to the
date on which action is to be taken or the maximum number of days permitted for
giving notice under applicable state law.
3.
Attention is directed to the proxy rules (17 CFR 240.14a-1 et seq.) and Rule 14e-7 of
the tender offer rules (17 CFR 240.14e-7) if the securities to be registered on this Form
Page 6 of 39
will be issued in a roll-up transaction. Such rules contain provisions specifically
applicable to roll-up transactions, whether or not the entities involved have securities
registered pursuant to Section 12 of the Exchange Act.
H. Registration of Additional Securities.
With respect to the registration of additional securities for an offering pursuant to Rule
462(b) under the Securities Act, the registrant may file a registration statement consisting only of
the following: the facing page; a statement that the contents of the earlier registration statement,
identified by file number, are incorporated by reference; required opinions, consents, and filing
fee-related information; the signature page; and any price-related information omitted from the
earlier registration statement in reliance on Rule 430A that the registrant chooses to include in
the new registration statement. The information contained in such a Rule 462(b) registration
statement shall be deemed to be a part of the earlier registration statement as of the date of
effectiveness of the Rule 462(b) registration statement. Any opinion or consent required in the
Rule 462(b) registration statement may be incorporated by reference from the earlier registration
statement with respect to the offering, if: (i) such opinion or consent expressly provides for such
incorporation; and (ii) such opinion relates to the securities registered pursuant to Rule 462(b).
See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].
I.
De-SPAC Transactions.
1.
If securities to be registered on this Form will be issued in a de-SPAC transaction, as
defined in Item 1601(a) of Regulation S-K (17 CFR 229.1601(a)), then the disclosure
provisions of Items 1603 through 1607 and 1609 of Regulation S-K (17 CFR 229.1603
through 229.1607 and 1609) apply in addition to the provisions of this Form and
disclosure thereunder must be provided in the prospectus, and the structured data
provisions of Item 1610 of Regulation S-K (17 CFR 229.1610) apply to those
disclosures. To the extent that the applicable disclosure requirements of Subpart
229.1600 are inconsistent with the disclosure requirements of this Form, the
requirements of Subpart 229.1600 are controlling. If the securities to be registered on
this Form will be issued by a special purpose acquisition company (as such term is
defined in Item 1601 of Regulation S-K), or another shell company in connection with a
de-SPAC transaction, the registrants also include the target company (as such term is
defined in Item 1601 of Regulation S-K), and it must be so designated on the cover
page of this Form. In such a de-SPAC transaction, where the target company consists of
a business or assets, the seller of the business or assets is deemed to be a registrant
instead of the business or assets and must be so designated on the cover page of this
Form. Further, in such a de-SPAC transaction, the term “registrant” for purposes of the
disclosure requirements of this Form means the special purpose acquisition company,
and the term “company being acquired” for the purposes of the disclosure requirements
of this Form means the target company.
2.
If the target company, as defined in Item 1601(d) of Regulation S-K (17 CFR
229.1601(d)), in a de-SPAC transaction, as such term is defined in Item 1601 of
Regulation S-K, is not subject to the reporting requirements of either Section 13(a) or
Page 7 of 39
15(d) of the Exchange Act, provide the following additional information with respect to
the company:
(a) Item 101 of Regulation S-K (§ 229.101 of this chapter, description of business);
(b) Item 102 of Regulation S-K (§ 229.102 of this chapter, description of property);
(c) Item 103 of Regulation S-K (§ 229.103 of this chapter, legal proceedings);
(d) Item 304 of Regulation S-K (§ 229.304 of this chapter, changes in and
disagreements with accountants on accounting and financial disclosure);
(e) Item 403 of Regulation S-K (§ 229.403 of this chapter, security ownership of
certain beneficial owners and management), assuming the completion of the deSPAC transaction and any related financing transaction; and
(f) Item 701 of Regulation S-K (§ 229.701 of this chapter, recent sales of unregistered
securities).
If the target company is a foreign private issuer, as defined in Rule 405 (§ 230.405 of
this chapter), information with respect to the target company may be provided in
accordance with Items 4, 6.E, 7.A, 8.A.7, and 16F of Form 20-F, in lieu of the
information specified above.
3.
If securities to be registered on this Form will be issued in a de-SPAC transaction, as
defined in Item 1601(a) of Regulation S-K (17 CFR 229.1601(a)), the prospectus must
be distributed to security holders no later than the lesser of 20 calendar days prior to the
date on which the meeting of security holders is to be held or action is to be taken in
connection with the de-SPAC transaction or the maximum number of days permitted for
disseminating the prospectus under the applicable laws of the jurisdiction of
incorporation or organization.
Page 8 of 39
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
A. INFORMATION ABOUT THE TRANSACTION
Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the forepart of the registration statement and on the outside front cover page of
the prospectus the information required by Item 501 of Regulation S-K (§229.501 of this chapter).
Item 2. Inside Front and Outside Back Cover Pages of Prospectus.
Provide the information required by Item 502 of Regulation S-K. In addition, on the inside
front cover page, you must state
(1)
that the prospectus incorporates important business and financial information about the
company that is not included in or delivered with the document; and
(2)
that this information is available without charge to security holders upon written or oral
request. Give the name, address, and telephone number to which security holders must
make this request. In addition, you must state that to obtain timely delivery, security
holders must request the information no later than five business days before the date
they must make their investment decision. Specify the date by which security holders
must request this information. You must highlight this statement by print type or
otherwise.
Note to Item 2. If you send any of the information that is incorporated by reference in
the prospectus to security holders, you also must send any exhibits that are specifically
incorporated by reference in that information.
Item 3. Risk Factors and Other Information.
Provide in the forepart of the prospectus a summary containing the information required by
Items 105 and 503 of Regulation S-K (§ 229.105 and § 229.503 of this chapter) and the
following:
(a) The name, complete mailing address (including the Zip Code), and telephone number
(including the area code) of the principal executive offices of the registrant and the
company being acquired;
(b) A brief description of the general nature of the business conducted by the registrant
and by the company being acquired;
(c) A brief description of the transaction in which the securities being registered are to be
offered;
(d) [Reserved].
Page 9 of 39
(e) [Reserved].
(f) [Reserved].
(g) In comparative columnar form, the market value of securities of the company being
acquired (on an historical and equivalent per share basis) and the market value of the
securities of the registrant (on an historical basis) as of the date preceding public
announcement of the proposed transaction, or, if no such public announcement was
made, as of the day preceding the day the agreement with respect to the transaction
was entered into;
(h) With respect to the registrant and the company being acquired, a brief statement
comparing the percentage of outstanding shares entitled to vote held by directors,
executive officers and their affiliates and the vote required for approval of the
proposed transaction;
(i) A statement as to whether any regulatory requirements other than the U.S. federal
securities laws, must be complied with or approval must be obtained in connection
with the transaction, and if so, the status of such compliance or approvals;
(j) A statement about whether or not dissenters’ rights of appraisal exist, including a
cross-reference to the information provided pursuant to Item 18 or 19 of this Form;
and
(k) A brief statement about the tax consequences of the transaction or if appropriate,
consisting of a cross-reference to the information provided pursuant to Item 4 of this
Form.
Item 4. Terms of the Transaction.
(a) Furnish a summary of the material features of the proposed transaction. The summary
shall include, where applicable:
(1) A brief summary of the terms of the acquisition agreement;
(2) The reasons of the registrant and of the company being acquired for engaging in
the transaction;
(3) The information required by Item 10.A and 10.B of Form 20-F or Item 12 of
Form 20-F, as applicable, description of registrant’s securities, unless: (i) the
registrant would meet the requirements for use of Form F-3 and elects to furnish
information pursuant to Item 10, (ii) capital stock is to be registered, and (iii)
securities of the same class are registered under Section 12 of the Exchange Act
and listed for trading on a national exchange, or are securities for which bid and
offer quotations are reported in an automated quotations system operated by a
national securities association;
Page 10 of 39
(4) An explanation of any material differences between the rights of security holders
of the company being acquired and the rights of holders of the securities being
offered;
(5) A brief statement as to the accounting treatment of the transaction;
(6) The tax consequences of the transaction; and
(7) A discussion of any material differences in the corporate laws of the country of
the company to be acquired and the country of the surviving company. The
discussion should include, but not necessarily be limited to: corporate governance,
board structure, quorums, class action suits, shareholder derivative suits, rights to
inspect corporate books and records, rights to inspect the shareholder list, and
rights of directors and officers to obtain indemnification from the company.
(b) If a report, opinion or appraisal materially relating to the transaction has been received
from an outside party, and such report, opinion or appraisal is referred to in the
prospectus, furnish the information called for by Item 1015(b) of Regulation M-A (§
229.1015(b) of this chapter).
(c) Incorporate the acquisition agreement by reference into the prospectus, by means of a
statement to that effect.
Item 5. Pro Forma Financial Information.
Furnish financial information required by Article 11 of Regulation S-X (§210.11-01 et seq.
of this chapter) with respect to this transaction.
Instructions
1. Any other Article 11 information required to be presented (rather than incorporated by
reference) pursuant to other Items of this Form shall be presented together with the
information provided pursuant to Item 5, but the presentation shall clearly distinguish
between this transaction and any other.
2. If pro forma financial information with respect to all other transactions is incorporated by
reference pursuant to Item 11 or 15 of this Form only the pro forma results need be presented
as part of the pro forma financial information required by this Item.
Item 6. Material Contacts With the Company Being Acquired.
Describe any past, present or proposed material contracts, arrangements, understandings,
relationships, negotiations or transactions during the periods for which financial statements are
presented or incorporated by reference pursuant to Part I. B. or C. of this Form between the
company being acquired or its affiliates and the registrant or its affiliates, such as those
concerning: a merger, consolidation or acquisition; a tender offer or other acquisition of
securities; an election of directors; or a sale or other transfer of a material amount of assets.
Page 11 of 39
Item 7. Additional Information Required for Reoffering by Persons and Parties Deemed To
Be Underwriters.
If any of the securities are to be reoffered to the public by any person or party who is
deemed to be an underwriter thereof, furnish the following information in the prospectus at the
time it is being used for the reoffer of the securities, to the extent it is not already furnished
therein:
(a) The information required by Item 9.D of Form 20-F (§249.220F of this chapter); and
(b) Information with respect to the consummation of the transaction pursuant to which the
securities were acquired and any material change in the registrant’s affairs subsequent
to the transaction.
Item 8. Interests of Named Experts and Counsel.
Furnish the information required by Item 7.C of Form 20-F (§249.220F of this chapter).
Item 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
B. INFORMATION ABOUT THE REGISTRANT
Item 10. Information With Respect to F-3 Companies.
If the registrant meets the requirements for use of Form F-3 and elects to furnish
information in accordance with the provisions of this Item, furnish information as required
below:
(a) Describe any and all material changes in the registrant’s affairs that have occurred
since the end of the latest fiscal year for which audited financial statements are
incorporated by reference in accordance with Item 11 of this Form and that have not
been described in a report on Form 6-K (§249.306 of this chapter), Form 10-Q
(§249.308a of this chapter) or Form 8-K (§249.308 of this chapter) filed under the
Exchange Act;
(b) If the financial statements incorporated by reference in accordance with Item 11 of this
Form are not sufficiently current to comply with Item 8.A of Form 20-F, financial
statements necessary to comply with that rule shall be presented either in the
prospectus, in an amended Form 20-F, 40-F or 10-K (in which case the prospectus
shall disclose that such form has been so amended), or in a Form 6-K, Form 10-Q or
Form 8-K; and
(c) Include in the prospectus, if not incorporated by reference from the documents filed
under the Exchange Act specified in Item 11 of this Form, from a prospectus
previously filed pursuant to Rule 424(b) or (c) under the Securities Act (§230.424 of
this chapter) or, where no prospectus was required to be filed pursuant to Rule 424(b),
Page 12 of 39
the prospectus included in the registration statement at effectiveness, or from a Form
6-K filed during either of the two preceding fiscal years:
(1) Financial information required by Rule 3-05 (§210.3-05 of this chapter) and
Article 11 of Regulation S-X with respect to transactions other than that pursuant
to which the securities being registered are to be issued;
(2) Restated financial statements prepared in accordance with or, if prepared using a
basis of accounting other than International Financial Reporting Standards
(“IFRS”) as issued by the International Accounting Standards Board (“IASB”),
reconciled to U.S. GAAP and Regulation S-X if there has been a change in
accounting principles or a correction of an error where such change or correction
requires a material retroactive restatement of financial statements;
(3) Restated financial statements prepared in accordance with or, if prepared using a
basis of accounting other than IFRS as issued by the IASB, reconciled to U.S.
GAAP and Regulation S-X where one or more business combinations accounted
for as combinations of entities under common control have been consummated
subsequent to the most recent fiscal year and the transferred businesses,
considered in the aggregate, are significant pursuant to Rule 11-01(b) of
Regulation S-X (§210.11-01(b) of this chapter); or
(4) Any financial information required because of a material disposition of assets
outside the normal course of business.
Instruction
Reference is made to Rules 4-01(a)(2) and 10-01 of Regulation S-X (§§210.4-01(a)(2) and
210.10-01 of this chapter).
Item 11. Incorporation of Certain Information by Reference.
If the registrant furnishes information in accordance with the provisions of Item 10 of this
Form:
(a) Incorporate by reference into the prospectus, by means of a statement to that effect
listing all documents so incorporated, the documents listed in paragraph (1) below and,
if applicable, (2) and (3) below.
(1) The registrant’s latest annual report on Form 20-F, on Form 10-K or, in the case of
registrants described in General Instruction A.(2) of Form 40-F, on Form 40-F
filed pursuant to Section 13(a) or 15(d) of the Exchange Act which contains
financial statements for the registrant’s latest fiscal year for which a Form 20-F,
Form 10-K or Form 40-F was required to be filed;
(2) All reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the financial statements in the report or
registration statement incorporated pursuant to Item 11(a)(1) of this Form; and
Page 13 of 39
(3) If capital stock is to be registered and securities of the same class are registered
under Section 12 of the Exchange Act, and (i) listed for trading or admitted to
unlisted trading privileges on a national securities exchange; or (ii) are securities
for which bid and offer quotations are reported on an automated quotations system
operated by a national securities association the description of such class of
securities which is contained in a registration statement filed under the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.
Instructions
1. All annual reports or registration statements incorporated by reference
pursuant to Item 11 of this Form shall contain financial statements that
comply with Item 18 of Form 20-F.
2. Where common equity securities are being issued, the information required by
Item 9.A.4 of Form 20-F, nature of trading markets, should be updated, to
cover any subsequent interim periods for which interim financial statements
are required to be included to comply with Item 8.A of Form 20-F. Such
updating may be made in the prospectus, in an amended Form 20-F, Form 10K or, in the case of registrants described in General Instruction A.(2) of Form
40-F, Form 40-F, or in a Form 6-K, Form 10-Q or Form 8-K, as applicable.
3. 3. The registrant may incorporate by reference any Form 6-K meeting the
requirements of Form F-3. See Rules 4-01(a) (2) and 10-01 of Regulation S-X
and Item 18 of Form 20-F.
(b) The prospectus also shall state that all annual reports on Form 20-F, on Form 10-K or,
in the case of registrants described in General Instruction A.(2) of Form 40-F, on Form
40-F and all Forms 10-Q and 8-K, and any Form 6-K so designated, subsequently filed
by the registrant pursuant to sections 31(a), 13(c) or 15(d) of the Exchange Act, prior
to one of the following dates, whichever is applicable, shall be deemed to be
incorporated by reference into the prospectus:
(1) If a meeting of securityholders is to be held, the date on which such meeting is
held;
(2) If a meeting of securityholders is not to be held, the date on which the transaction
is consummated;
(3) If securities of the registrant are being offered in exchange for securities of any
other issuer, the termination of the offering; or
(4) If securities are being offered in a reoffering or resale of securities acquired
pursuant to this registration statement, the termination of such reoffering.
Page 14 of 39
Instruction
1. For the registrant’s fiscal years ending before December 15, 2011, all annual reports or
registration statements incorporated by reference pursuant to Item 11 of this Form shall
contain financial statements that comply with Item 18 of Form 20-F, except that financial
statements of the registrants may comply with Item 17 of Form 20-F if the only securities
being registered are investment grade securities as defined in the General Instructions to
Form F-3. For the registrant’s fiscal years ending on or after December 15, 2011, all annual
reports or registration statements incorporated by reference pursuant to Item 11 of this Form
shall contain financial statements that comply with Item 18 of Form 20-F.
(c) You must
(1) identify the reports and other information that you file with the SEC; and
(2) state that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC and state the address of that site (http://www.sec.gov).
Disclose your Internet address, if available.
Item 12. Information With Respect to F-3 Registrants.
If the registrant meets the requirements for use of Form F-3 or Form S-3 and elects to
comply with this Item, furnish the information required by either paragraph (a) or (b) of this
Item. However, the registrant shall not provide prospectus information in the manner allowed by
paragraph (a) of this Item if the financial statements incorporated by reference pursuant to Item
13 reflect: (1) Restated financial statements prepared in accordance with or reconciled to U.S.
GAAP and Regulation S-X if there has been a change in accounting principles or a correction of
an error where such a change or correction requires a material retroactive statement of financial
statements; (2) restated financial statements prepared in accordance with or reconciled to U.S.
GAAP and Regulation S-X where a combination of entities under common control has been
consummated subsequent to the most recent fiscal year and the transferred businesses,
considered in the aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; or (3)
any financial information required because of a material disposition of assets outside of the
normal course of business.
(a) If the registrant elects to deliver this prospectus together with the annual report
incorporated by reference pursuant to Item 13, or a complete and legible facsimile
thereof:
(1) Indicate that the prospectus is accompanied by such annual report or registration
statement.
(2) If the financial statements incorporated by reference pursuant to Item 13 of this
Form are not sufficiently current to comply with Item 8.A. of Form 20-F, provide
the information required by Rule 10-01 of Regulation S-X and Item 5 of Form 20F by one of the following means:
Page 15 of 39
(i)
including such information in the prospectus,
(ii)
providing without charge to whom a prospectus is delivered a copy of the
registrant’s Form 10-Q, Form 8-K or Form 6-K report that contains such
later information; or
(iii) in an amended Form 20-F, Form 40-F or Form 10-K in which case the
prospectus shall disclose that the Form 20-F, Form 40-F or Form 10-K has
been so amended.
(3) If not reflected in the registrant’s annual report incorporated by reference in
accordance with Item 13 of this Form, provide information required by Rule 3-05
and Article 11 of Regulation S-X with respect to transactions other than that
pursuant to which the securities being registered are to be issued.
(4) Describe any and all material changes in the registrant’s affairs that have occurred
since the end of the latest fiscal year for which audited financial statements are
incorporated by reference in accordance with Item 13 of this Form and that have
not been described in a report on Form 6-K, Form 10-Q or Form 8-K delivered
with the prospectus in accordance with paragraph (2)(ii) of this Item.
(5) Where common equity securities are being issued, the information required by
Item 9.A.4 of Form 20-F, nature of trading markets, should be updated to cover
any subsequent interim periods for which interim financial statements are required
to be included to comply with Item 8.A of Form 20-F. Such updating may be
made in the prospectus, in an amended Form 20-F, Form 10-K or Form 40-F, or in
a Form 6-K, Form 10-Q or Form 8-K.
(b) If the registrant elects not to deliver its annual report incorporated by reference
pursuant to Item 13 to the securityholders of the company to be acquired:
(1) Furnish a brief description of the business done by the registrant and its
subsidiaries during the most recent fiscal year based on the requirements of Item 4
of Form 20-F. The description shall also take into account changes in the
registrant’s business that have occurred between the end of the latest fiscal year
and the effective date of the registration statement.
(2) Include financial statements and information as required by Item 18 of Form 20-F.
In addition, provide:
(i)
the interim financial information as required by Rule 10-01 of Regulation
S-X sufficient to meet the requirements of Item 8.A of Form 20-F;
(ii)
Financial information required by Rule 3-05 and Article 11 of Regulation
S-X with respect to transactions other than that pursuant to which the
securities being registered are to be issued;
Page 16 of 39
(iii) Restated financial statements prepared in accordance with or, if prepared
using a basis of accounting other than IFRS as issued by the IASB,
reconciled to U.S. GAAP and Regulation S-X if there has been a change in
accounting principles or a correction of an error where such change or
correction requires a material retroactive restatement of financial statements;
(iv) Restated financial statements prepared in accordance with or, if prepared
using a basis of accounting other than IFRS as issued by the IASB,
reconciled to U.S. GAAP and Regulation S-X where a combination of
entities under common control has been consummated subsequent to the
most recent fiscal year and the transferred businesses, considered in the
aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; and
(v)
Any financial information required because of a material disposition of
assets outside the normal course of business.
Instruction
Reference is made to Item 4-01(a)(2) of Regulation S-X.
(3) Furnish the information required by the following:
(i)
Items 4.B, 4.B.2, and 4.B.5 of Form 20-F, principal products, principal
markets, methods of distribution, sales and revenues by categories of
activity and into geographical markets;
(ii)
Item 4.D of Form 20-F, properties if the registrant is engaged significantly
in extractive industries;
(iii) Item 10.D of Form 20-F, exchange controls;
(iv) Item 10.E of Form 20-F, taxation;
(v)
[Reserved];
(vi) (A) Item 5 of Form 20-F, operating and financial review;
(B) Item 11 of Form 20-F, quantitative and qualitative disclosures of
market risk;
(vii) Financial statements required by Item 18 of Form 20-F, and financial
information required by Rule 3-05 and Article 11 of Regulation S-X with
respect to transactions other than that pursuant to which the securities being
registered are to be issued;
(viii) Where common equity securities are being issued, Item 9.A.4 of Form 20-F,
nature of trading markets, updated to cover any subsequent interim periods
Page 17 of 39
for which interim financial statements are required to comply with Item 8.A.
of Form 20-F;
(ix) Item 16F of Form 20-F, change in registrant’s certifying accountant.
Item 13. Incorporation of Certain Information by Reference.
If the registrant furnishes information in accordance with the provisions of Item 12 of this
Form, incorporate by reference into the prospectus, by means of a statement to that effect in the
prospectus listing all documents so incorporated, the documents listed in paragraphs (a) and, if
applicable, (b) below:
(a) The registrant’s latest annual report on Form 20-F, on Form 10-K or, in the case of
registrants described in General Instruction A.(2) of Form 40-F, on Form 40-F filed
pursuant to Section 13(a) or 15(d) of the Exchange Act which contains audited
financial statements for the registrant’s latest fiscal year for which a Form 20-F, Form
10-K or Form 40-F was required to be filed; and
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the financial statements in the report incorporated
pursuant to Item 13(a) of this Form.
Instructions
1. All annual reports incorporated by reference pursuant to Item 13 of this Form shall contain
financial statements that comply with Item 18 of Form 20-F.
2. Where common equity securities are being issued, the information required by Item 9.A.4. of
Form 20-F, nature of trading markets, should be updated to cover any subsequent interim
periods for which interim financial statements are required to be included to comply with
Item 8-A of Form 20-F. Such updating may be made in the prospectus, in an amended Form
20-F, Form 10-K or Form 40-F or in a Form 6-K, Form 10-Q or Form 8-K.
3. The registrant may incorporate by reference and deliver with the prospectus any Form 6-K,
Form 10-Q or Form 8-K containing information eligible to be incorporated by reference into
Form F-1. See Rules 4-01(a)(2) and 10-01 of Regulation S-X and Item 18 of Form 20-F.
4. Attention is directed to Rule 439 regarding consent to the use of material incorporated by
reference.
(c) You must
(1) identify the reports and other information that you file with the SEC; and
(2) state that the SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC and state the address of that site (http://www.sec.gov).
Disclose your Internet address, if available.
Page 18 of 39
Item 14. Information With Respect to Foreign Registrants Other Than F-3 Registrants.
If the foreign registrant does not meet the requirements for use of Form F-3, or otherwise
elects to comply with this Item in lieu of Items 10 and 11 or Items 12 and 13, furnish the
following information:
(a) Item 4.A, 4.B, and 4.C of Form 20-F, information on the company;
(b) Item 4.D of Form 20-F, property, plant and equipment;
(c) Item 8.A.7 of Form 20-F, legal proceedings;
(d) Item 10.D of Form 20-F, exchange controls;
(e) Item 10.E of Form 20-F, taxation;
(f) [Reserved];
(g) (1) Item 5 of Form 20-F, operational and financial review;
(2) Item 11 of Form 20-F, quantitative and qualitative disclosures of market risk.
(h) Financial statements required by Item 18 of Form 20-F. In addition, financial
information required by Rule 3-05 and Article 11 of Regulation S-X with respect to
transactions other than that pursuant to which the securities being registered are to be
issued. (Schedules required by Regulation S-X shall be filed as “Financial Statement
Schedules” pursuant to Item 21 of this Form.);
(i) Where common equity securities are being issued, the information required by Item
9.A.4 of Form 20-F, nature of trading markets, should be updated to cover any
subsequent interim periods for which interim financial statements are required to be
included to comply with Item 8.A of Form 20-F; and
(j) Item 16F of Form 20-F, change in registrant’s certifying accountant.
Instructions
The financial statements required herein shall comply with Item 8.A of Form 20-F. See also
Rules 4-01(a)(2) and 10-01 of Regulation S-X.
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
Item 15. Information With Respect to F-3 Companies.
If the company being acquired meets the requirements for use of Form F-3 and compliance
with this Item is elected, furnish the information that would be required by Items 10 and 11 of
this Form if securities of such company were being registered.
Page 19 of 39
Instruction
Notwithstanding the requirements of Items 10 and 11, the financial statements of the company
being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F.
Item 16. Information With Respect to F-3 Companies.
If the company being acquired meets the requirements for use of Form F-3 and compliance
with this Item is elected, furnish the information that would be required by Items 12 and 13 of
this Form if securities of such company were being registered.
Instruction
Notwithstanding the requirements of Items 10 and 11, the financial statements of the company
being acquired need only comply with the reconciliation requirements of Item 17 of Form 20-F.
Item 17. Information With Respect to Foreign Companies Other Than F-3 Companies.
If the company being acquired does not meet the requirements for use of Form F-3, or
compliance with this Item is otherwise elected in lieu of Item 15 or 16, furnish the information
required by paragraph (a) or (b) of this Item, whichever is applicable.
(a) If the company being acquired is subject to the reporting requirements of Section 13(a)
or 15(d) of the Exchange Act, and compliance with this subparagraph in lieu of
subparagraph (b) of this Item is elected, furnish the information that would be required
by Item 14 of this Form if the securities of such company were being registered;
however, only financial statements complying with the reconciliation requirements of
Item 17 of Form 20-F, and those schedules required by Rules 12–15, 28, and 29 of
Regulation S-X (§210.12–15, 28, 29 of this chapter) need be provided with respect to
the company being acquired.
(b) If the company being acquired is not subject to the reporting requirements of either
Section 13(a) or 15(d) of the Exchange Act, furnish the information that would be
required by the following if securities of such company were being registered:
(1) A brief description of the business done by the company which indicates the
general nature and scope of the business;
(2) Where common equity securities are being issued, the information required by
Item 9.A.4 of Form 20-F, nature of trading markets, updated to cover any
subsequent interim periods for which interim financial statements are required to
be included to comply with Item 8.A of Form 20-F. Such updating may be made
in the prospectus, in an amended Form 20-F, Form 10-K or, in the case of
registrants described in General Instruction A.(2) of Form 40-F, Form 40-F, or in a
Form 6-K, Form 10-Q or Form 8-K;
(3) [Reserved];
Page 20 of 39
(4) (i)
(ii)
Item 5 of Form 20-F, operating and financial review;
Item 11 of Form 20-F, quantitative and qualitative disclosures of market
risk.
(5) Financial statements that would have been required to be included in an annual
report on Form 20-F (§249.220f of this chapter) had the company being acquired
been required to prepare such a report. If the registrant’s security holders are not
voting, the transaction is not a roll-up transaction (as described by Item 901 of
Regulation S-K (§229.901 of this chapter), and:
(i)
the company being acquired is significant to the registrant in excess of the
20% level as determined under §210.3-05(b)(2), provide financial
statements of the company being acquired for the latest fiscal year in
conformity with GAAP. In addition, if the company being acquired has
provided its security holders with financial statements prepared in
conformity with GAAP for either or both of the two fiscal years before the
latest fiscal year, provide the financial statements for those years; or
(ii)
the company being acquired is significant to the registrant at or below the
20% level, no financial information (including pro forma and comparative
per share information) for the company being acquired need be provided;
and
(6) For the registrant’s fiscal years ending on or after December 15, 2009, Item 16F
of Form 20–F, change in registrant’s certifying accountant.
Instructions:
1. The financial statements required by this paragraph for the latest fiscal year
need be audited only to the extent practicable. The financial statements for
the fiscal years before the latest fiscal year need not be audited if they were
not previously audited. For a company combining with a registrant that is a
shell company, see § 210.15-01(a).
2. If this Form is used to register resales to the public by any person who is
deemed an underwriter within the meaning of Rule 145(c) (§230.145(c) of
this chapter) with respect to the securities being reoffered, the financial
statements must be audited for the fiscal years required to be presented under
paragraph (b)(2) of Rule 3-05 of Regulation S-X (17 CFR 210.3-05(b)(2)).
3. In determining the significance of an acquisition for purposes of this
paragraph, apply the tests prescribed in Rule 1-02(w) (§210.1-02(w) of this
chapter).
(6) any interim financial statements that would be required to be included in order to
comply with Item 8.A of Form 20-F; and
Page 21 of 39
(7) Schedules required by Rules 12–15, 28 and 29 of Regulation S-X.
Instructions to paragraph (b)(5) and (b)(6):
If the financial statements required by paragraphs (b)(5) and (b)(6) are prepared on the
basis of a comprehensive body of accounting principles other than U.S. GAAP,
provide a reconciliation to U.S. GAAP in accordance with Item 18 of Form 20-F (§
249.220f of this chapter) if the foreign business being acquired will be a predecessor to
the issuer that is a shell company or, in all other circumstances, with Item 17 of Form
20-F (§ 249.220f of this chapter) unless a reconciliation is unavailable or not
obtainable without unreasonable cost or expense. At a minimum, provide a narrative
description of all material variations in accounting principles, practices and methods
used in preparing the non-U.S. GAAP financial statements from those accepted in the
U.S. when the financial statements are prepared on a basis other than U.S. GAAP.
D. VOTING AND MANAGEMENT INFORMATION
Item 18. Information if Proxies, Consents or Authorizations Are To Be Solicited.
(a) If proxies, consents or authorizations are to be solicited, furnish the following
information, except as provided by paragraph (b) of this Item:
(1) The information required by Item 1 of Schedule 14A, date, time and place
information;
(2) The information required by Item 2 of Schedule 14A, revocability of proxy;
(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of
appraisal;
(4) The information required by Item 4 of Schedule 14A, persons making the
solicitation;
(5) With respect to both the registrant and the company being acquired, the
information required by:
(i)
Item 5 of Schedule 14A, interest of certain persons in matters to be acted
upon; and
(ii)
Item 6 of Schedule 14A, voting securities and principal holders thereof.
Instruction
The information specified in Item 7.A of Form 20-F may be provided in lieu of
the information specified in Item 6(d) of Schedule 14A.
(6) The information required by Item 21 of Schedule 14A, vote required for approval;
Page 22 of 39
(7) With respect to each person who will serve as a director or an executive officer of
the surviving or acquiring company, the information required by:
(i)
Item 6.A. of Form 20-F, directors and senior management of the registrant;
(ii)
Items 6.B. and 6.E. of Form 20-F, compensation and share ownership; and
(iii) Item 7.B. of Form 20-F, related party transactions.
(b) If the registrant or the company being acquired meets the requirements for use of Form
F-3, any information required by paragraphs (a)(5)(ii) and (7) of this Item with respect
to such company may be incorporated by reference from its latest annual report on
Form 20-F.
Item 19. Information if Proxies, Consents or Authorizations Are Not To Be Solicited or in
an Exchange Offer.
1.
If the transaction is an exchange offer or if proxies, consents or authorizations are not
to be solicited, furnish the following information, except as provided by paragraph (b)
of this Item:
(1) The information required by Item 2 of Schedule 14C, statement that proxies are
not to be solicited;
(2) The date, time and place of the meeting of security holders, unless such
information is otherwise disclosed in material furnished to security holders with
or preceding the prospectus.
(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of
appraisal;
(4) With respect to both the registrant and the company being acquired, a brief
description of any material interest, direct or indirect, by security holdings or
otherwise, of affiliates of the registrant and of the company being acquired, in the
proposed transaction.
Instruction
This subparagraph shall not apply to any interest arising from the ownership of
securities of the registrant where the security holder receives no extra or special
benefit not shared on a pro rata basis by all other holders of the same class.
(5) With respect to both the registrant and the company being acquired, the
information required by Item 6 of Schedule 14A, voting securities and principal
holders thereof.
Page 23 of 39
Instruction
The information specified in Item 7.A. of Form 20-F may be provided in lieu of
the information specified in Item 6(d) of Schedule 14A.
(6) The information required by Item 21 of Schedule 14A, vote required for approval,
and
(7) With respect to each person who will serve as a director or an executive officer of
the surviving or acquiring company, the information required by:
(i)
Item 6.A. of Form 20-F, directors and senior management of the registrant;
(ii)
Items 6.B. and 6.E. of Form 20-F, compensation and share ownership; and
(iii) Item 7.B. of Form 20-F, related party transactions.
2.
If the transaction is an exchange offer, furnish the information required by paragraph
(a)(4), (a)(5) and (a)(7) of this Item, except as provided by paragraph (c) of this Item.
3.
If the registrant or the company being acquired meets the requirements for use of Form
F-3, any information required by paragraphs (a)(5)(ii) and (7) of this Item with respect
to such company may be incorporated by reference from its latest annual report on
Form 20-F.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).
Item 21. Exhibits and Financial Statement Schedules.
(a) Subject to the rules regarding incorporation by reference, furnish the exhibits as
required by Item 601 of Regulation S-K (§229.601 of this chapter).
(b) Furnish the financial statement schedules required by Regulation S-X and Item 14(e),
Item 17(a) or Item 17(b)(7) of this Form. These schedules should be lettered or
numbered in the manner described for exhibits in paragraph (a) of this Item.
(c) If information is provided pursuant to Item 4(b) of this Form, furnish the report,
opinion or appraisal as an exhibit hereto, unless it is furnished as part of the
prospectus.
(d) Furnish the following information, in substantially the tabular form indicated, as to
each type and class of securities being registered in the manner required by Item
601(b)(107) of Regulation S-K, provided, however that if this is an exhibit to a postPage 24 of 39
effective amendment and the only disclosure presented is pursuant to General
Instruction F of this Form and instruction 1.D below, the disclosure may be in solely
narrative rather than substantially tabular form.
Page 25 of 39
Calculation of Filing Fee Tables
…………..
(Form Type)
……………………………………………………....
(Exact Name of Registrant as Specified in its Charter)
……………………………………………………..
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward Securities
Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Proposed
Maximum
Offering
Price Per
Unit
Newly
Maximum
Aggregate
Offering
Price
X
X
X
X
X
X
Fees
Previously
Paid
X
X
X
X
X
X
Carry
Forward
Securities
X
Total
X
Offering
X
Amounts
X
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
X
X
X
X
Registered Securities
Fees to Be
Paid
Carry
Fee Rate
Amount of
Registration
Fee
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
Forward
X
X
X
Securities
X
X
Page 26 of 39
X
Security
Class
Title
Fee
Calculation
or Carry
Forward
Rule
Amount
Registered
Total
Fees
Previously
Paid
Total
Fee
Offsets
X
Net
Fee
Due
X
Security
Type
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee Rate
Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
Initial
effective
date
Carry
Forward
File
Number
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
X
Table 2 : Free Offset Claims and Sources
Registrant
or Filer
Name
Form or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated
with Fee Offset
Claimed
Fee Paid
with Fee
Offset
Source
Rule 457(b) and 0-11(a)(2)
Fee Offset
Claims
Fee Offset
Sources
X
X
X
X
X
X
X
X
X
Rule 457(p)
Fee Offset
Claims
X
X
X
Fee Offset
Sources
X
X
X
X
X
X
X
X
X
X
X
Page 27 of 39
Table 3: Combined Prospectuses
Security Type
Security Class Title
Amount of Securities
Previously Registered
Maximum Aggregate
Offering Price of
Securities
Previously Registered
Form Type
File Number
X
X
X
X
X
X
Page 28 of 39
Initial Effective Date
X
Instructions to the Calculation of Filing Fee Tables and Related Disclosure
(“Instructions”):
1. General Requirements.
A. Applicable Table Requirements.
The “X” designation indicates the information required to be disclosed, as applicable,
in tabular format. Add as many rows of each table as necessary.
B. Security Types.
i. For securities that are being initially registered, choose a security type
permitted to be registered on this Form from the following list of security types to respond to the
applicable table requirement:
a.
b.
c.
d.
e.
f.
g.
h.
i.
j.
k.
Asset-Backed Securities;
Debt;
Debt Convertible into Equity;
Equity;
Exchange-Traded Vehicle Securities;
Face Amount Certificates;
Limited Partnership Interests;
Mortgage Backed Securities;
Non-Convertible Debt;
Other; and
Unallocated (Universal) Shelf.
ii. When a table requires both security type and title of each class of securities,
choose a security type from the list in Instruction 1.B.i and provide this information for each
unique combination of security type and title of each class of securities. For example, it would be
appropriate to provide the following on separate lines of Table 1:
Equity
Class A Preferred Shares
Equity
Class B Preferred Shares
C. Fee Rate.
For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.
D. Maximum Aggregate Amounts and Offering Prices in Connection with
Post-Effective Amendments.
Page 29 of 39
If required by General Instruction F of this Form, provide in narrative format the
maximum aggregate amount or maximum aggregate offering price of the securities to which the
post-effective amendment relates.
E. Explanations.
If not otherwise explained in response to these instructions, disclose specific details
relating to the fee calculation as necessary to clarify the information presented in each table,
including references to the provisions of Rule 457 (§230.457 of this chapter) and any other rule
being relied upon. All disclosure these Instructions require that is not specifically required to be
presented in tabular format must appear in narrative format immediately after the table(s) to
which it corresponds except the narrative disclosure referenced in Instruction 1.D must appear
directly beneath the heading of this exhibit if the exhibit does not otherwise require a table.
2. Table 1: Newly Registered and Carry Forward Securities Table and Related Disclosure.
A. Newly Registered Securities.
For securities that are initially being registered on this form, provide the following
information.
i. Fees to Be Paid and Fees Previously Paid
a. Fees to Be Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees to Be Paid” for securities to be registered for which
filing fees have not already been paid in connection with the initial filing of this Form or a
pre-effective amendment.
b. Fees Previously Paid.
Provide the information Table 1 requires under the heading “Newly
Registered Securities” for the line item “Fees Previously Paid” for securities to be registered for
which filing fees have already been paid in connection with the initial filing of this Form or a
pre-effective amendment.
ii. Fee Calculation or Carry Forward Rules.
a. Rule 457(a).
chapter), enter “457(a)”.
For a fee calculated as specified in Rule 457(a) (§230.457(a) of this
b. Rule 457(f).
For a fee calculated as specified in Rule 457(f) (§230.457(f) of this
chapter), enter “457(a)”, “457(o)” or “Other”, as applicable.
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Separately disclose the amount and value of securities to be received by
the registrant or cancelled upon the issuance of securities registered on
this Form, and explain how the value was calculated in accordance with
Rule 457(f)(1) and (2), as applicable. The explanation must include the
value per share of the securities to be received by the registrant or
cancelled upon the issuance of securities registered on this Form. Also
disclose any amount of cash to be paid by the registrant in connection
with the exchange or other transaction, and any amount of cash to be
received by the registrant in connection with the exchange or other
transaction. In accordance with Rule 457(f)(3), to determine the
maximum aggregate offering price for such a transaction, the registrant
should deduct any amount of cash to be paid by the registrant in
connection with the exchange or other transaction from, and add any
amount of cash to be received by the registrant in connection with the
exchange or other transaction to, the value of the securities to be
received or cancelled as calculated in accordance with Rule 457(f)(1)
and (2), as applicable. Omit from the table the maximum offering price
per unit.
c. Rule 457(o).
If relying on Rule 457(o) under the Securities Act (§230.457(o) of this
chapter) to register securities on this Form by maximum aggregate offering price, enter “457(o)”.
You may omit from any such row the Amount Registered and the Proposed Maximum Offering
Price Per Unit.
d. Other.
If relying on a rule other than Rule 457(a), (f), or (o), enter “Other”.
iii. Other Tabular Information.
a. Provide the following information in the table for each unique
combination of security type and title of each class of securities to be registered as applicable
except as otherwise provided by Instruction 2.A.iii.b:
1. The security type of the class of securities to be registered;
2. The title of the class of securities to be registered;
3. The amount of securities being registered expressed in terms of the
number of securities, proposed maximum offering price per unit and resulting proposed
maximum aggregate offering price, or, if the related filing fee is calculated in reliance on Rule
457(o), the proposed maximum aggregate offering price;
4. The fee rate; and
5. The registration fee.
b. When registering two or more classes of securities on this Form to
be offered on a delayed or continuous basis pursuant to §230.415(a)(1)(viii), Rule 457(o) permits
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the calculation of the registration fee to be based on the maximum aggregate offering price of all
the newly registered securities listed in Table 1 on a combined basis if the registrant is eligible to
use Form F-3 for a primary offering. In this event, Table 1 must list each of the classes of
securities being registered, in tandem with its security type but may omit the proposed maximum
aggregate offering price for each class. Following that list, Table 1 must list the security type
“Unallocated (Universal) Shelf” and state the maximum aggregate offering price for all of the
classes of securities on a combined basis.
iv. Pre-Effective Amendments.
If a pre-effective amendment is filed to concurrently (i) increase the amount of
securities of one or more registered classes or add one or more new classes of securities; and (ii)
decrease the amount of securities of one or more registered classes, a registrant that did not rely
on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective
amendment to such filing may recalculate the total filing fee due for the registration statement in
its entirety and claim an offset pursuant to Rule 457(b) in the amount of the filing fee previously
paid in connection with the registration statement. This recalculation procedure is not available,
however, if a pre-effective amendment is filed only to increase the amount of securities of one or
more registered classes or add one or more new classes. A pre-effective amendment that uses this
recalculation procedure must include the revised offering amounts as securities to be registered
for which filing fees have not already been paid in connection with the initial filing of this Form
or a pre-effective amendment for purposes of Table 1. If you use this recalculation procedure,
separately disclose that you are using it and expressly reference this Instruction 2.A.iv.
B. Carry Forward Securities.
If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter)
to carry forward to this registration statement unsold securities from an earlier registration
statement, enter “415(a)(6)” in the table and provide, in a separate row for each registration
statement from which securities are to be carried forward, and for each unique combination of
security type and title of each class of securities to be carried forward, the following information:
i. The security type of the class of securities to be carried forward;
ii. The title of the class of securities to be carried forward;
iii. The amount of securities being carried forward expressed in terms of the
number of securities (under the column heading “Amount Registered”) and the amount of the
maximum aggregate offering price, as specified in the fee table of the earlier filing, associated
with those securities (under the column heading “Maximum Aggregate Offering Price”) or, if the
related filing fee was calculated in reliance on Rule 457(o), the amount of securities carried
forward expressed in terms of the maximum aggregate offering price (under the column heading
“Maximum Aggregate Offering Price”);
iv. The form type, file number, and initial effective date of the earlier registration
statement from which the securities are to be carried forward; and
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v. The filing fee previously paid in connection with the registration of the
securities to be carried forward.
C. Totals.
i. Total Offering Amounts.
Provide the sum of the maximum aggregate offering price for both the newly
registered and carry forward securities and the aggregate registration fee for the newly registered
securities.
ii. Total Fees Previously Paid.
Provide the aggregate of registration fees previously paid for the newly registered
securities.
iii. Total Fee Offsets.
Instruction 3.
Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to
iv. Net Fee Due.
Provide the difference between (a) the aggregate registration fee for the newly
registered securities from the Total Offering Amounts row; and (b) the sum of (i) the aggregate of
registration fees previously paid for the newly registered securities from the Total Fees
Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.
3. Table 2: Fee Offset Claims and Sources.
A. Terminology.
For purposes of this Instruction 3 and Table 2, the term “submission” means any
(i) initial filing of, or amendment (pre-effective or post-effective), to a feebearing document; or (ii) fee-bearing form of prospectus filed under Rule 424 under the
Securities Act (§230.424 of this chapter), in all cases that was accompanied by a
contemporaneous fee payment. For purposes of these instructions to Table 2, a contemporaneous
fee payment is the payment of a required fee that is satisfied through the actual transfer of funds,
and does not include any amount of a required fee satisfied through a claimed fee offset.
Instructions 3.B.ii and 3.C.ii require a filer that claims a fee offset under Rule 457(b) or (p) under
the Securities Act (§230.457(b) or (p) of this chapter) or Rule 0-11(a)(2) under the Exchange Act
(§240.0-11(a)(2) of this chapter) to identify previous submissions with contemporaneous fee
payments that are the original source to which the fee offsets claimed on this filing can be traced.
See Instruction 3.D for an example.
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B. Rules 457(b) and 0-11(a)(2).
If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or
Rule 0-11(a)(2) under the Exchange Act (§240.0- 11(a)(2) of this chapter) to offset some or all of
the filing fee due on this registration statement by amounts paid in connection with earlier filings
(other than this Form F-4 unless pursuant to Instruction 2.A.iv) relating to the same transaction,
provide the following information:
i. Fee Offset Claims.
For each earlier filed Securities Act registration statement or Exchange Act
document relating to the same transaction from which a fee offset is being claimed, provide the
information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line
item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the
previously paid filing fee to be offset against the currently due fee.
Note to Instruction 3.B.i.
If claiming an offset from a Securities Act registration statement, provide a detailed
explanation of the basis for the claimed offset.
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(b) or Rule
0-11(a)(2), identify those submissions with contemporaneous fee payments that are the original
source to which those amounts can be traced. For each submission identified, provide the
information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line
item “Fee Offset Sources”. The “Fee Paid with Fee Offset Source” column requires the dollar
amount of the contemporaneous fee payment made with respect to each identified submission
that is the source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).
C. Rule 457(p).
If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to
offset some or all of the filing fee due on this registration statement with the filing fee previously
paid for unsold securities under an earlier filed registration statement, provide the following
information:
i. Fee Offset Claims.
For each such earlier filed registration statement from which the registrant is
claiming a filing fee offset, provide the information Table 2 requires under the heading “Rule
457(p)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the
dollar amount of the previously paid filing fee to be offset against the currently due fee.
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Notes to Instruction 3.C.i.
1. Provide a statement that the registrant has either withdrawn each prior registration statement
or has terminated or completed any offering that included the unsold securities under the prior
registration statements.
2. If you were not the registrant under the earlier registration statements, entering information
under the heading “Rule 457(p)” pursuant to Instruction 3.C.i affirms that you are that
registrant’s successor, majority-owned subsidiary, or parent owning more than 50% of the
registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions
of “successor” and “majority-owned subsidiary” in Rule 405 under the Securities Act (§230.405
of this chapter).
ii. Fee Offset Sources.
With respect to amounts claimed as an offset under Rule 457(p), identify those
submissions with contemporaneous fee payments that are the original source to which those
amounts can be traced. For each submission identified, provide the information Table 2 requires
under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid with Fee
Offset Source” column requires the dollar amount of the contemporaneous fee payment made
with respect to each identified submission that is the source of the fee offset claimed pursuant to
Rule 457(p).
D. Fee Offset Source Submission Identification Example.
A filer:
• Initially files a registration statement on Form F-1 on 1/15/20X1 (assigned file
number 333-123456) with a fee payment of $10,000;
• Files pre-effective amendment number 1 to the Form F-1 (333-123456) on
2/15/20X1 with a fee payment of $15,000 and the registration statement goes effective on
2/20/20X1;
• Initially files a registration statement on Form F-1 on 1/15/20X4 (assigned file
number 333-123467) with a fee payment of $25,000 and relies on Rule 457(p) to claim an offset
of $10,000 related to the unsold securities registered on the previously filed Form F-1
(333-123456) and apply it to the $35,000 filing fee due and the registration statement goes
effective on 2/15/20X4.
• Initially files a registration statement on Form F-1 (assigned file number
333-123478) on 1/15/20X7 with a fee payment of $15,000 and relies on Rule 457(p) to claim an
offset of $30,000 related to the unsold securities registered on the most recently effective Form
F-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due.
For the registration statement on Form F-1 with file number 333-123478 filed on 1/15/20X7, the
filer can satisfy the submission identification requirement when it claims the $30,000 fee offset
from the Form F-1 (333-123467) filed on 1/15/20X4 by referencing any combination of the
Form F-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form F-1
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(333-123456) filed on 2/15/20X1 or the initial filing of the Form F-1 (333-123456) on
1/15/20X1 in relation to which contemporaneous fee payments were made equal to $30,000. One
example could be:
• the Form F-1 (333-123467) filed on 1/15/20X4 in relation to the payment of
$25,000 made with that submission; and
• the pre-effective amendment to the Form F-1 (333-123456) filed on 2/15/20X1
in relation to the payment of $5,000 out of the payment of $15,000 made with that submission (it
would not matter if the filer cited to this pre-effective amendment and/or the initial submission of
this Form F-1 (333-123456) on 1/15/20X1 as long as singly or together they were cited as
relating to a total of $5,000 in this example).
In this example, the filer could not satisfy the submission identification requirement solely by
citing to the Form F-1 (333-123467) filed on 1/15/20X4 because even though the offset claimed
and available from that filing was $30,000, the contemporaneous fee payment made with that
filing ($25,000) was less than the offset being claimed. As a result, the filer must also identify a
prior submission or submissions with an aggregate of contemporaneous fee payment(s) of $5,000
as the original source(s) to which the rest of the claimed offset can be traced.
4. Table 3: Combined Prospectuses.
If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act
of 1933 (§230.429 of this chapter), provide the information that Table 3 requires for each earlier
effective registration statement that registered securities that may be offered and sold using the
combined prospectus. Include a separate row for each unique combination of security type and
title of each class of those securities. The amount of securities previously registered that may be
offered and sold using the combined prospectus must be expressed in terms of the number of
securities (under column heading “Amount of Securities Previously Registered”), or, if the
related filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of the
maximum aggregate offering price (under column heading “Maximum Aggregate Offering Price
of Securities Previously Registered”).
Note to Instruction 4.
Table 1 should not include the securities registered on an earlier effective registration statement
that may be offered and sold using the combined prospectus under Rule 429.
Item 22. Undertakings.
(a) Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this
chapter).
(b) Furnish the following undertaking: The undersigned registrant hereby undertakes: (i)
to respond to requests for information that is incorporated by reference into the
prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day
of receipt of such request, and to send the incorporated documents by first class mail
or other equally prompt means, and (ii) to arrange or provide for a facility in the
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United States for the purpose of responding to such requests. The undertaking in
subparagraph (i) above include information contained in documents filed subsequent
to the effective date of the registration statement through the date of responding to the
request.
(c) Furnish the following undertaking: The undersigned registrant hereby undertakes to
supply by means of a post-effective amendment all information concerning a
transaction and the company being acquired involved therein, that was not the subject
of and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of
, State of
,
on
, 20
.
(Registrant)
By (Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
(Signature)
(Title)
(Date)
Instructions
1. The registration statement must be signed by the registrant, its principal executive officer or
officers, its principal financial officer, its controller or principal accounting officer, at least a
majority of the board of directors or persons performing similar functions and its authorized
representative in the United States. Where the registrant is a limited partnership, the registration
statement must be signed by a majority of the board of directors of any corporate general partner
signing the registration statement. If the securities to be registered on this Form will be issued by
a special purpose acquisition company (as such term is defined in Item 1601 of Regulation S-K)
or another shell company in connection with a de-SPAC transaction, as such term is defined in
Items 1601 of Regulation S-K, the term “registrant” for purposes of this instruction and the
Signatures section of this form also includes the target company (as such term is defined in Item
1601 of Regulation S-K), except that in connection with any de-SPAC transaction involving the
purchase of assets or a business, with respect to the purchase of assets or a business, the term
“registrant” also includes the seller of the business or assets.
2. The name of each person who signs the registration statement shall be typed or printed
beneath his signature. Any person who occupies more than one of the specified positions shall
indicate each capacity in which he signs the registration statement. Attention is directed to Rule
402 (§230.402 of this chapter) concerning manual signatures and Item 601 of Regulation S-K
(§229.601 of this chapter) concerning signatures pursuant to powers of attorney.
3. If the securities to be offered are those of a corporation not yet in existence at the time the
registration statement is filed which will be a party to a consolidation involving two or more
existing corporations, then each such existing corporation shall be deemed a registrant and shall
be so designated on the cover page of this Form, and the registration statement shall be signed by
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each such existing corporation and by the officers and directors of each such existing corporation
were the registrant.
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| File Type | application/pdf |
| File Title | Form F-4 |
| Subject | form f-4, registration, statement, securities, 1933 |
| Author | U.S. Securities and Exchange Commission |
| File Modified | 2024-07-16 |
| File Created | 2024-07-12 |