6230.1 Foreign private issuers must file a post-effective amendment to registration statements to include 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 Regulation C, Rule 415. [S-K 512(a)(4)] For this purpose, delayed or continuous offerings include business combination transactions registered on Form F-4, and takedowns from effective shelf registration statements. For these types of offerings, Item 8.A. of Form 20-F ordinarily requires the annual audited financial statements to be not more than 15 months old, and the unaudited interim financial statements to be not more than nine months old. Takedowns from existing shelf registration statements may not be commenced, and continuous offerings must be suspended, during periods when the financial statements are not current. This means, for example, that the financial statements must remain current throughout the entire time that an exchange offer is outstanding. It also means that the financial statements must remain current in a merger or acquisition transaction until shareholder approval has occurred. However, this provision does not apply to a registration statement for a typical firm commitment underwritten offering priced under Regulation C, Rule 430A or for listing on an exchange.

6230.2 The requirement for current financial statements includes all required financial statements, including those required under S-X 3-05, 3-09, 3-10 and 3-14, target company financial statements on a Form F-4, as well as disclosures required by S-X 13-01 and 13-02. However, the staff may consider requests for relief in circumstances where this would result in the need to provide financial statements of other entities more current than those that would be provided by a similarly-situated domestic registrant. (Last updated: 12/31/2022)

6230.3 S-K 512(a)(4) does not require in a post-effective amendment the inclusion of financial statements of entities that were not required in the original effective registration statement (for example, subsequently acquired businesses). However, the "fundamental change" provisions of S-K 512(a)(1) may require such financial statements.

6230.4 F-3 eligible issuers filing on Form F-3 or F-4 may incorporate by reference reports filed or furnished to the SEC that contain the updated financial statements rather than file a post-effective amendment. [S-K 512(a)(4)]