Form F-80, Canadian Securities

The Securities Act of 1933 (the “Securities Act”) was enacted to provide full and fair disclosure with respect to publicly offered securities and to prevent fraud in connection with such offerings. The Securities Act carries out this purpose by requiring the filing of a registration statement in connection with public distributions of securities and containing remedial provisions for fraud. Schedule A of the Securities Act specifies the general types of information that must be disclosed in registration statements filed with the Securities and Exchange Commission (the “Commission”). Form F-80 (17 CFR 239.41) is a Securities Act registration form pertaining to Canadian foreign private issuers under the multijurisdictional disclosure system with Canada. Form F-80 may be used for the registration of securities to be issued in an exchange offer by a registrant that, among other criteria: (1) is a Canadian foreign private issuer; (2) has had a class of securities listed on a designated Canadian securities exchange for at least 12 calendar months and meets certain Canadian continuous disclosure requirements; and (3) has an aggregate market value of its outstanding equity shares held by non-affiliates (“public float”) of at least C$75 million. Form F-80 may also be used by certain Canadian foreign private issuers to register securities issued in connection with business combinations, provided that certain participants meet similar listing history, public float, and other criteria. Form F-80, along with the other forms and schedules adopted by the Commission, is designed to facilitate cross-border offerings by eligible Canadian foreign private issuers. Although Form F-80 creates burden hours, its cost should be considered in the context of the overall savings resulting from the multijurisdictional disclosure system. The principal function of the Commission’s forms, schedules, and rules under the Securities Act’s disclosure provisions is to make information available to investors. The information required to be filed with the Commission permits verification of compliance with securities law requirements and assures the public availability and dissemination of such information. Security holders, investors, broker-dealers, investment banking firms, professional securities analysts, and others may use the Form F-80 information in evaluating securities and making investment decisions with respect to such securities. In addition, all investors may benefit indirectly from submissions on Form F-80, as direct users generally effect transactions in securities on the basis of current information about the issuer included in such filings, thereby causing the market prices of the securities to reflect such information.

The latest form for Form F-80, Canadian Securities expires 2028-09-30 and can be found here.

SEC filings made via the EDGAR database are searchable on SEC.report, along with a feed of the latest filings for OMB 3235-0404: Form F-80 filings .