Form CB Filings

What Is SEC Form CB?

SEC Form CB is a filing used to furnish to the Securities and Exchange Commission (SEC) home-jurisdiction disclosure documents that are published or otherwise disseminated in connection with certain cross-border tender offers, exchange offers, business combinations, or rights offerings. It is typically used when the subject company is a foreign private issuer, and the transaction relies on an available cross-border exemption

This form is generally filed by an issuer or other party involved in the transaction to provide the SEC with the same informational materials provided to security holders in the subject company’s home jurisdiction. The filing helps ensure U.S. investors have access to key disclosure documents when a transaction includes U.S. holders but is primarily conducted outside the United States under an exemption.

Form CB is event-driven and filed as needed based on the timing of the transaction and the release of the relevant disclosure materials. In practice, the form is often used in connection with offers or corporate actions where U.S. ownership is limited, and the transaction is conducted in accordance with home-country rules, while still providing a mechanism for furnishing those materials to the SEC.

Key elements typically found in SEC Form CB include:

• Name of the subject company and jurisdiction of organization
• Identification of the relevant exemption relied upon (e.g., Securities Act Rule 801 or Rule 802, or applicable Exchange Act cross-border tender offer exemption)
• Description of the transaction type (tender offer, exchange offer, business combination, or rights offering)
• Home-jurisdiction disclosure documents furnished as exhibits (and any English translations, if applicable)
• Information about where the disclosure documents are available to security holders
• Signature(s) and filing authorization details as required by the form instructions

SEC Form CB Filing Deadlines

SEC Form CB does not have a fixed calendar deadline. Instead, it is generally filed in connection with the publication or dissemination of the relevant disclosure documents in the subject company’s home jurisdiction, and the timing depends on when those materials are released.

Key Things to Know About Form CB Filing Rules

• Cross-Border Exemption Context: Form CB is generally used for transactions that rely on cross-border exemptions (such as Securities Act Rule 801 or Rule 802, or the related Exchange Act cross-border tender offer exemptions) involving a foreign private issuer.
• Home-Jurisdiction Materials Are Central: The form is used to furnish the disclosure documents that are provided to security holders in the subject company’s home jurisdiction, including exhibits and any required translations.
• Event-Driven Timing: Form CB is filed as needed, based on when the relevant transaction documents are published or otherwise disseminated in the home jurisdiction.
• Not an Exchange Delisting or Deregistration Form: Form CB is not used to delist securities from an exchange or to terminate SEC registration; it is a transaction-related furnishing mechanism tied to specific cross-border offers or corporate actions.

To track cross-border tender offers, exchange offers, and rights offerings under Rules 801 and 802 of the Securities Act of 1933, our SEC Edgar Search helps you monitor filings such as Form CB, which provide U.S. investors with disclosure materials in foreign private issuer transactions.

Investors may also review insider transactions and trading activity to better understand ownership movements that can occur during major corporate events