Form F-3 is a short-form Securities Act registration statement that was primarily designed for foreign private issuer (FPI) registrants that have been in the Exchange Act reporting system for at least one year and have timely filed all reports required to be filed during the 12 calendar months, and any portion of a month, immediately preceding the filing of the registration statement.

A Form F-3 registration statement can be used to register the sale of many different types of securities, including common and preferred stock, options, warrants, debt (convertible and non-convertible) and debt guarantees. Form F-3 can be used to register primary offerings (i.e., when an issuer sells its own securities) and secondary offerings (i.e., the resale of securities by a selling security holder that is not the issuer).

When preparing a registration statement on Form F-3, issuers should consider the general instructions to the form and the general rules and regulations under the Securities Act, including Regulation C, which contains the general requirements for preparing and filing a registration statement under the Securities Act.

The text of Form F-3 is available on the SEC’s website (https://www.sec.gov/files/formf-3.pdf).

The eligibility requirements for use of Form F-3 are set forth in General Instruction I of Form F-3. To be eligible to use Form F-3, an issuer must meet the form's "Registrant Requirements" (included in General Instruction I.A) and the transaction must meet one of the form's "Transaction Requirements" (included in General Instruction I.B).

Majority-owned subsidiaries should refer to General Instruction I.A.5.

See SEC 2120.13 for additional discussion.

The specific requirements relating to automatic shelf registration statements are set forth in General Instruction I.C to Form F-3.

See SEC 2120.131 for additional discussion.

Form F-3 makes use of the integrated approach under the Securities Act and Exchange Act disclosure systems, in that it principally relies upon incorporation by reference of financial statements and other information previously filed with the SEC.

Item 6(a) of Form F-3 requires incorporation by reference of the latest Form 20-F, Form 40-F, Form 10-K or Form 10. Any report on Form 10-Q or Form 8-K filed since the date of filing of the annual report incorporated by reference must also be incorporated by reference.

Item 6(b) of Form F-3 requires the prospectus to state that all subsequent annual reports filed on Form 20-F, Form 40-F or Form 10-K, and all subsequent filings on Form 10-Q and Form 8-K filed pursuant to the Exchange Act prior to the termination of the offering, shall be deemed to be incorporated by reference into the prospectus.

The registrant may incorporate by reference any Form 6-K that contains information meeting the requirements of Form F-3. If the registrant intends to incorporate future Forms 6-K subsequently submitted to the SEC then the prospectus should state that the registrant may incorporate such forms by identifying in the Form 6-K that it is being incorporated by reference into the Form F-3. See Item 6(c) of Form F-3.

Rules 411, 412, and 439 of Regulation C discuss various aspects of incorporation by reference.

The principal mechanism for providing financial statements in Form F-3 at the time of filing and effectiveness is through incorporation by reference of the financial statements included in previously filed Exchange Act reports. There are, however, certain instances described in Item 5(b) of Form F-3 in which the previously filed financial statements will need to be updated prior to filing a Form F-3 and/or that new or more current financial information may be required to be included or incorporated by reference into the Form F-3. See SEC 8130.23 regarding the requirements of Item 5(b)(1) of Form F-3. See SEC 8130.22 regarding the SEC’s age of financial statements requirements.

Yes. Item 5 (b)(2) of Form F-3 requires financial statements to comply with the age of financial statement requirements of Item 8.A of Form 20-F. See SEC 8100.23 regarding the SEC’s age of financial statement requirements.

Yes. The SEC requires financial statements to be current as of the filing date and effectiveness date. Therefore, revised financial statements and/or other financial information may be required to be included or incorporated by reference in a Form F-3, such as when financial statements included in the most recent Form 20-F do not reflect certain material events subsequent to the date of those financial statements.

Item 5(b)(1) of Form F-3 provides examples of material changes that would require financial statements to be provided or for the financial statements included in previously filed Exchange Act reports to be updated. See SEC 2120.23 for additional guidance.

The IPTF has also previously discussed the restatement of financial statements for retrospective accounting changes. See Topic 6.(c) in the Highlights of the March 2005 IPTF meeting, Topic II.D. in the Highlights of the November 2009 IPTF meeting and Topic III in the Highlights of the May 2021 IPTF meeting.

Yes. Item 6 of Form F-3 indicates that if the financial statements included in the Form F-3 are not sufficiently current to comply with the requirements of Item 8.A of Form 20-F then financial statements necessary to comply with that rule shall be presented (i) directly in the prospectus, (ii) through incorporation by reference of a Form 6-K identified in the Form F-3 as containing such financial statements, or (iii) through incorporation by reference of an amended Form 20-F, Form 40-F or Form 10-K, in which case the Form F-3 shall disclose that the Form 20-F, Form 40-F or Form 10-K has been so amended. See further discussion of age of financial statement requirements at SEC 8100.23 and discussion of interim financial statements at SEC 8100.24.

See SEC 8100.243 for discussion of considerations related to published information more current than that provided to meet the required age of financial statement requirements, including considerations related to retrospective adjustments at SEC 8100.25.

Most companies include the revised financial statements and other financial information in a Form 6-K that is then incorporated by reference into the Form F-3. Companies should consult with their legal counsel about the proper mechanism to place revised financial statements and other financial information on file.

If the Form F-3 is registering securities (usually debt) that are guaranteed by one or more subsidiaries or a parent company, the guaranty is generally considered a security under US securities laws and, therefore, is also subject to the SEC's registration and reporting requirements. As a result, the Form F-3 may need to include or incorporate by reference additional information that was not previously required. See SEC 4530 and SEC 8100.301.

If the Form F-3 is registering securities that are collateralized by the securities of one or more of a registrant's affiliates (e.g., the stock of a consolidated subsidiary), then the Form F-3 may be required to include or incorporate by reference information that was not previously required. See SEC 4540 and SEC 8100.301.

The considerations outlined in SEC 8130.23 are in the context of the time of filing and effectiveness of a registration statement on Form F-3. There are different considerations associated with a shelf takedown.

Most Form F-3 registration statements include the undertaking specified in S-K 512(a)(1)(ii). Accordingly, when preparing to take securities off the shelf by means of a prospectus supplement, the registrant will consider whether there have been any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a "fundamental change" in the information set forth in the registration statement. If there have been one or more fundamental changes, the registrant would need to consider whether a post-effective amendment must be filed prior to the takedown. The determination of what constitutes a "fundamental change" is a legal matter.

Generally, registrants and their legal counsel have concluded that discontinued operations, segment changes, and changes in accounting principle do not represent "fundamental changes" to the information set forth in the registration statement. Accordingly, those registrants generally do not retrospectively adjust their prior period annual financial statements in connection with a takedown, even if they would have been required to do so in connection with a new or amended registration statement (e.g., because the effects of changes on the previously issued financial statements are material).

The SEC staff has indicated that the S-K 512(a)(4) requirement for keeping financial statements current applies to all required financial statements included in Form F-3, including those of the registrant and those provided under S-X 3-05, 3-09, 3-10 and 3-14, as well as disclosures required by S-X 13-01 and 13-02. See SEC FRM 6230.2. See SEC 8100.23 regarding the SEC’s age of financial statement requirements.

S-K 512(a)(4) requires the company to keep current those financial statements that it originally filed upon effectiveness of the registration statement and does not create an obligation to file financial statements for the first time. For example, financial statements for a significant acquisition that is consummated subsequent to the effective date of the F-3 registration statement, but before a take-down, would generally not be required to be provided under S-K 512(a)(4) if such financial statements were not previously required to be provided under S-X 3-05 criteria at the effective date of the registration statement. Such financial statements would be required to be provided, however, if such event was considered a "fundamental change" under S-K 512(a)(1). The determination of what constitutes a "fundamental change" for such purposes should be made by the company and their legal counsel.

A company would be required to keep current any separate S-X 3-05 financial statements that it originally filed upon effectiveness of the registration statement, before completing a take-down. The age of annual audited financial statements of an acquired foreign business should follow the 15-month rule of Form 20-F Item 8.A. Accordingly, if a take-down is being done later than three months after the acquiree's year-end, the registrant would be required to provide audited financial statements of the related foreign business for the most recent fiscal year. As a result, a registrant may be required to file annual audited financial statements of an acquired foreign business (as defined in S-X 1-02(l)) sooner than that business would be required to file annual audited financial statements if it were a FPI filing Form 20-F (four months after year-end). See SEC FRM 6220.4 and Topic 6.(b) in the Highlights of the September 2004 IPTF meeting.

S-K 512 applied to a take-down from an effective shelf registration statement by domestic registrants only requires updating of information that constitute a "fundamental change"; whereas for FPIs the guidance under S-K 512(a)(4) requires the FPI to keep current those financial statements that it originally filed upon effectiveness of the registration statement and does not create an obligation to file financial statements for the first time. In connection with a take-down this can result in more stringent reporting requirements to keep current S-X 3-05 financial statements for a FPI than for a domestic registrant. For example, assume the following scenario:

The SEC staff has indicated that they may consider requests for relief in circumstances resulting in the need for FPIs to provide financial statements of other entities more current than those that would be provided by a similarly-situated domestic registrant. See SEC FRM 6230.2.

The Regulation S-K 512(a)(4) requirement of keeping financial statements current applies to all financial statements included in a registration statement, including those related to significant equity investees that are required to be provided under S-X 3-09. However, the SEC staff has indicated that FPIs need not update a shelf registration statement with more current S-X 3-09 financial statements than would be required by a similarly situated domestic registrant, which would have six months after the end of the equity investee's fiscal year to file such financial statements if the equity investee is a foreign business. See Topic 4 in the Highlights of the November 2003 IPTF meeting. For a calendar year registrant, this means that the registrant could take off the shelf for the period of April 1 to June 30 without providing current financial statements under S-X 3-09 of a foreign business, even though the registrant's audited annual financial statements would have to be provided after March 31. See SEC FRM 2405.10.

The SEC staff has indicated that the S-K 512(a)(4) requirement for keeping financial statements current applies to all required financial statements included in Form F-3, including those provided under 3-10 as well as disclosures required by S-X 13-01. See SEC FRM 6230.2. Also see Topic VI in the Highlights of the November 2020 meeting of the IPTF for discussion of updating disclosures required by S-X 13-01.

See SEC 2400 for a discussion of accountants’ consents.

See SEC 2300 for a discussion of experts language.

Generally, no. See SEC 2400.41.

Yes. Instruction 2 to Item 5(a) of Form F-3 provides that changes in, and disagreements with, a registrant's accountant is considered a material change pursuant to Item 5(a). Compliance with Item 16F of Form 20-F is required as of the date of the registration statement. Accordingly, any changes in accountant that occurred subsequent to the filing of the registrant's annual report on Form 20-F, but prior to the filing of the registration statement, is required to be provided in (or incorporated by reference to) the registration statement prior to effectiveness in accordance with the information requirements of Item 16F of Form 20-F. See related guidance on Item 16F disclosures at SEC 8100.51.

See SEC 6150 for additional guidance on changes in auditors.

See SEC 2110.904 and .905.

See SEC 3145.14 for discussion of eligibility when a registrant has filed a Form 12b-25.

No. See General Instruction B.4. of Form SD.

Generally, no. We understand that disclosure in the text of the Form F-3 does not eliminate the need for similar disclosure, when required by US GAAP or International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS as issued by the IASB), in the notes to the financial statements. In any financial statements, incorporating by reference or cross-referencing to information outside of the financial statements is not permitted unless otherwise specifically permitted or required by SEC rules, US GAAP or IFRS as issued by the IASB.

We understand that the non-financial statement portions of the Form F-3 may contain cross-references to the financial statements.

See Securities Act Rule 411(a).

See SEC 2120.906.

No. Auditors must still perform their responsibilities under PCAOB AS 4101.