Form 8-K12G3 Filings
SEC Form 8-K12G3 is a current report filed by a successor issuer to notify the SEC that a class of securities is deemed registered under Section 12(g) as part of a succession event.
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| ID | Form | Filer Name | Filing Agent | Date | Actions |
|---|---|---|---|---|---|
| 21579258 | 8-K12G3 | Brookfield Business Corp | Toppan Merrill/fa | 03/27/2026 | |
| 22615522 | 8-K12G3 | Kheoba Ltd | Globalone Filings, Inc. /fa | 01/15/2026 |
What Is SEC Form 8-K12G3?
SEC Form 8-K12G3 is a filing used by successor issuers under Exchange Act Rule 12g-3(a) to notify the Securities and Exchange Commission (SEC) that a class of securities is deemed registered under Section 12(g) of the Securities Exchange Act of 1934.
This form is typically filed when a corporate succession occurs through a merger, reorganization, consolidation, or similar transaction in which a new registrant succeeds to the predecessor issuer's reporting status and continues the predecessor’s Exchange Act file number.
Form 8-K12G3 supports transparency by documenting the successor issuer’s assumption of reporting status and providing the market with a clear record of the succession on EDGAR, including the event's effective date and the continuation of the registrant’s disclosure obligations.
Key elements typically found in SEC Form 8-K12G3 include:
- Name of the successor issuer and jurisdiction of incorporation
- Name of the predecessor issuer and relevant identifiers
- Statement that the filing is made pursuant to Rule 12g-3(a)
- Description of the succession transaction and effective date
- Class of securities deemed registered under Section 12(g)
- Confirmation that the predecessor’s Exchange Act file number is being continued
SEC Form 8-K12G3 Filing Deadlines
SEC Form 8-K12G3 is filed in connection with a specific succession event and does not follow a fixed periodic deadline. Timing is generally event-driven and depends on when the successor issuer must provide public notice of the succession and related registration status, consistent with the Exchange Act framework described by the SEC.
| Filing Stage | Timeline | Details |
| Triggering Event | Not applicable | A merger, reorganization, or similar transaction creates a successor issuer under Rule 12g-3(a) |
| Form 8-K12G3 Filing | As needed | Filed electronically on EDGAR to document the successor issuer’s reporting status |
| Public Availability | Not applicable | The filing becomes publicly accessible through EDGAR upon acceptance |
| Ongoing Reporting Status | As needed | The successor issuer continues Exchange Act reporting obligations under the predecessor’s file number |
Key Things to Know About Form 8-K12G3 Filing Rules
- Successor Issuer Filing Context: Form 8-K12G3 is used when a successor issuer is deemed to have securities registered under Section 12(g) by operation of Rule 12g-3 and must document the succession on EDGAR.
- Rule 12g-3 Applies to Succession Events: The filing is tied to specific corporate transactions where a new registrant succeeds to the Exchange Act reporting status of a predecessor issuer.
- Continuation of the File Number: Form 8-K12G3 is commonly used to continue the predecessor’s Exchange Act file number and maintain a consistent public reporting record.
- Event-Driven, Not Periodic: Because it is filed in response to a transaction, Form 8-K12G3 is submitted as needed rather than on a recurring schedule.
- Public Notice Through EDGAR: The filing provides a clear public record of the successor issuer’s reporting status and the transaction establishing succession, aligned with SEC disclosure practices.
To monitor succession-related filings and current reports, you can review Form 8-K filings and use our Latest SEC Filings tools
