Yes. Item 10(b) of Form F-4 indicates that if the financial statements included in the Form F-4 are not sufficiently current to comply with the requirements of Item 8.A of Form 20-F, financial statements necessary to comply with that rule shall be presented in either the Form F-4, in an amended Form 20-F, Form 40-F or Form 10-K (in which case the Form F-4 shall disclose that the Form 20-F, Form 40-F or Form 10-K has been so amended) or in a Form 6-K, Form 10-Q or Form 8-K. 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 8135.47 related to timeliness of financial statement requirements for offerings on Form F-4 which are considered to be offered on a delayed or continuous basis pursuant to Rule 415 of Regulation C.

See SEC 7050 and SEC FRM 12260 for guidance related to reverse mergers.

Item 17(b) of Form F-4 provides the financial statement requirements for a non-reporting target.

If the target is a non-reporting company and either (i) the registrant’s security holders are voting or (ii) the transaction is a roll-up transaction (as described in S-K 901), then the non-reporting target company's annual financial statements should be the same as those that would be required in an annual report sent to security holders under Exchange Act Rules 14a-3(b)(1) and (b)(2) if an annual report was required. See SEC FRM 2200.4.

If the target is a non-reporting company and (i) the registrant's security holders are not voting and (ii) the transaction is not a roll-up transaction (as described in S-K 901), then the non-reporting target company's financial statement requirements are determined based on its significance to the registrant and whether the Form F‑4 will be used for resales by persons considered underwriters under Securities Act Rule 145(c):

See SEC 8135.905 for audit considerations related to financial statements required by Item 17(b)(5) of Form F-4.

In addition to the target’s annual financial statements, the following financial information may need to be provided for the target:

If the foreign target’s financial statements are prepared using a basis of accounting other than U.S. GAAP or IFRS-IASB, a reconciliation to U.S. GAAP is required unless a reconciliation is unavailable or not obtainable without unreasonable cost or expense. Companies should consider all relevant facts and circumstances in determining whether the U.S. GAAP reconciliation is unavailable or not obtainable without unreasonable cost or expense. For example, the SEC staff has objected to the omission of the U.S. GAAP reconciliation in circumstances where the target company was a subsidiary or investee of a larger reporting company reporting under U.S. GAAP and considerable reconciling information for the target would have been necessary for the parent company’s U.S. GAAP reporting.

If a company believes that the U.S. GAAP reconciliation cannot be provided without unreasonable cost or expense, then a company could consider contacting the SEC staff prior to filing for relief. Companies that obtain such relief will still need to provide, at a minimum, a narrative description of the material variations in accounting principles, practices, and methods used in preparing the local GAAP financial statements from those accepted in the U.S. See Instructions to Items 17(b)(5) and 17(b)(6) of Form F-4.

If the foreign target’s financial statements are prepared using a basis of accounting other than U.S. GAAP or IFRS-IASB, and the registrant prepares its financial statements using IFRS-IASB, then a company could consider contacting the SEC staff to discuss whether providing a reconciliation of the target’s financial statements to IFRS-IASB (or a narrative description of any such differences) instead of a reconciliation to U.S. GAAP would be acceptable. See Topic VI. in the Highlights of the May 2022 meeting of the CAQ International Practices Task Force.

Items 10(c)(1) and 12(a)(3) of Form F-4 require providing the financial information required by S-X 3-05 and S-X Article 11 regarding businesses acquired or to be acquired in addition to the transaction pursuant to which the securities being registered are to be issued. See SEC 4550 and SEC 4560.

Item 17(b)(5) of Form F-4 (and Item 17(b)(7) of Form F-4) does not specifically require a non-reporting target to furnish financial statements of its significant business acquisitions (e.g., pursuant to S-X 3-05). However, when security holders of the acquirer are voting, the SEC staff has indicated that for domestic reporting registrants filing a Form S-4 a non-reporting target company must furnish financial statements under S-X 3-05 in the Form S-4 if the omission of those financial statements renders the target company’s financial statements substantially incomplete or misleading (see SEC FRM 2200.4(e)). We understand that this guidance would be equally applicable to filings on Form F-4.

Yes. Item 22 of Form F-4 requires that a FPI's registration statement complies with S-K 512. To comply with S-K 512(a)(4) a FPI would either file a post-effective amendment to its registration statement or incorporate by reference information related to any financial statements required by Item 8.A. of Form 20-F at the start of a delayed offering or throughout a continuous offering under Securities Act Rule 415. See SEC FRM 6230.1. “F-3 eligible” issuers filing on Form F-4 may incorporate by reference updated financial statements rather than file a post-effective amendment. See SEC FRM 6230.4. First-time registrants filing an exchange offer on Form F-4 would not be able to incorporate by reference such information, as they would not be F-3 eligible. Rather, such companies would have to file a post-effective amendment to keep their financial information current (if such updating is required subsequent to the filing of the initial Form F-4).

Exchange offers on Form F-4 are considered delayed or continuous offerings under Securities Act Rule 415. Financial statements must remain current throughout the entire time that an exchange offer is outstanding. In a merger or acquisition transaction, financial statements must remain current until shareholder approval has occurred. See SEC FRM 6230.1. The SEC staff consider the shareholder approval date to be the end of the period that the offer is outstanding because the investing decision is made at such date. Accordingly, the requirement to keep current the financial statements in a Form F-4 business combination effected through a merger applies only through the shareholder approval date, and does not extend through the consummation date of the merger or termination date for the mechanical process of exchanging share certificates after the closing. See Topic II.2 in the Highlights of the November 2015 meeting of the CAQ International Practices Task Force.

For F-3 eligible issuers that file Form F-4, the requirement to maintain timeliness of financial statements after the effective date of the registration statement could require the FPI to incorporate by reference more current interim financial statements into the Form F-4. Such interim financial statements might reflect discontinued operations, changes in accounting principles, or other retroactive accounting changes that would ordinarily result in retroactive restatement of the primary financial statements and/or the U.S. GAAP reconciliation when the company files its next annual report on Form 20-F. “F-3 eligible” issuers that incorporate by reference would only be required to update the prospectus for an effective registration statement in accordance with S-K 512(a)(1) for a "fundamental change". The determination as to what constitutes a "fundamental change" under S-K 512 should be made by the company and its legal counsel. Legal counsel may conclude, in some circumstances, that discontinued operations, changes in accounting principles, or other matters that will result in retroactive restatement of the primary financial statements and/or the U.S. GAAP reconciliation when the company files its next annual report on Form 20-F, would not represent a "fundamental change" to the information set forth in the registration statement. See SEC 2120.24.

The SEC staff has also indicated that the S-K 512(a)(4) requirement for keeping financial statements current applies to all required financial statements included in a registration statement, including those of the registrant and those provided under S-X 3-05, 3-09, 3-10 and 3-14, target company financial statements, 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. Also see SEC 8135.49.

Financial statements required to be provided by “F-3 eligible” issuers to maintain timeliness can be provided on a Form 6-K and incorporated by reference into the Form F-4 on the date that such financial statements are required to meet timeliness, to avoid suspension of the offering. See SEC FRM 6230.4. Continuous offerings must be suspended during the periods that the financial statements are not current. See SEC FRM 6230.1. For example, a calendar year “F-3 eligible” issuer that had a Form F-4 declared effective on September 15, 2023, would be required on October 1, 2023, to maintain the timeliness of its financial information, to provide interim comparative financial statements for the June 30, 2023 interim period, which could be filed on Form 6-K and incorporated by reference into the Form F-4.

A FPI that is not “F-3 eligible” (e.g., a first-time registrant filing an exchange offer on Form F-4) would not be able to incorporate by reference such information into its Form F-4. Instead, the FPI would be required to file a post-effective amendment to include such financial statements to maintain the timeliness of the financial information. Furthermore, for such companies this filing of a post-effective amendment would result in a requirement to retroactively restate the previously filed annual audited financial statements to reflect any retroactive accounting changes that were reflected for the first time in the latest interim financial statements.

For example, a registration statement on Form F-4 could relate to an offer by a first-time registrant to exchange registered debt securities for non-registered debt securities with the same terms, where the non-registered debt securities were previously issued pursuant to a Rule 144A private placement with registration rights. In such transactions there is generally a period that the exchange offer is open -- typically, 20 business days. This is considered a continuous offering pursuant to Rule 415 of Regulation C. Accordingly, during the entire period that the offer is outstanding (e.g., between the effective date of the registration statement and the date the exchange offer expires), the financial statements need to be current. A post-effective amendment would need to be filed by the FPI during this offering period to provide, if necessary, financial statements that are current through the offer period.

S-K 512(a)(4) requires a registrant 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 Form F-4 registration statement, but before the consummation date of the exchange, would not be required to be provided under S-K 512(a)(4) if such financial statements were not previously required to be provided pursuant to S-X 3-05 at the effective date of the registration statement. Such financial statements would be required to be provided only 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's legal counsel. See SEC FRM 6230.3 and Topic 6.(b) in the Highlights of the September 2004 meeting of the CAQ International Practices Task Force.

Yes. Disclosure pursuant to Item 16F of Form 20-F is required to be provided as of the date of the registration statement. See Item 12(b)(3)(ix) of Form F-4. Also see SEC 8100.51.

Generally, no. We understand that disclosure in the text of the Form F-4 does not eliminate the need for similar disclosure, when required by U.S. GAAP or IFRS-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, U.S. GAAP or IFRS-IASB.

We understand that the non-financial statement portions of the Form F-4 may contain cross-references to the financial statements.

See Securities Act Rule 411(a).

See SEC 2121.909.

The financial statements of a non-reporting target company required by Item 17(b)(5) of Form F-4 (see SEC 8135.4) 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. See Instruction 1 to Item 17(b)(5) of Form F-4. However, the SEC staff has indicated that financial statements that have been previously audited in accordance with a local GAAS must be audited in accordance with AICPA standards when filed under Item 17(b)(5) of Form F-4. The SEC staff has also indicated that they would consider requests for relief on a case-by-case basis when the registrant demonstrates that obtaining an AICPA standards audit of the target company would require undue effort or expense. One such area of concern relates to the challenges of determining independence under U.S. rules. See Topic 14 in the Highlights of the May 2002 of the CAQ International Practices Task Force meeting.

Generally no. Although there are references to S-X 3-05 throughout Form F-4, the financial statements of the target are generally not being provided in the Form F-4 pursuant to S-X 3-05. Accordingly, various SEC rules that apply only to financial statements provided under S-X 3-05 would not be applicable to the target company’s financial statements. See, for example, SEC 8135.907.

No. See SEC 2121.905

Yes. The definition of a public business entity (PBE) includes business entities whose financial statements or financial information are required to be or are included in an SEC filing. A private target company included in a Form F-4 is generally considered a PBE.

Yes. Form F-4 specifies incremental disclosure requirements if either the registrant or the company being acquired are real estate entities of the type described in General Instruction A to Form S-11. See General Instruction B.2. of Form F-4 with respect to the registrant and General Instruction C.2. of Form F-4 with respect to the company being acquired.