Form CB/A Filings

What Is SEC Form CB/A?

SEC Form CB/A is an amendment to the Tender Offer/Rights Offering Notification Form that updates a previously filed SEC Form CB. It is used in transactions conducted under Securities Act Rules 801 or 802, or certain Exchange Act cross-border tender offer provisions.

This form is typically furnished when a filer needs to revise, supplement, or correct disclosures in the original Form CB submission during an ongoing rights offering, exchange offer, or tender offer involving a foreign private issuer with limited U.S. ownership. As with the initial submission, Form CB/A is furnished to provide notice and related information to U.S. security holders and regulators.

Form CB/A helps maintain an accurate public record for cross-border transaction materials furnished under the applicable exemption or rule. Filers may also track related submissions and amendments through Form CB/A amendments alongside other deal-related filings.

Key elements typically found in SEC Form CB/A include:

• Name of the subject company and transaction parties
• Rule provision(s) relied upon (e.g., Rule 801, Rule 802, or applicable Exchange Act provision)
• Amendment number and description of changes from the prior filing
• Cross-border ownership and eligibility statements (as applicable)
• Exhibits and transaction documents furnished with the amendment
• Signature and authorization details

SEC Form CB/A Filing Deadlines

SEC Form CB/A is filed on an event-driven basis when amendments or updates are needed to the information previously furnished on Form CB. Timing depends on when changes occur during the related rights offering, exchange offer, or tender offer process.

Key Things to Know About Form CB/A Filing Rules

• Amendment to a Prior Form CB: Form CB/A is used to amend or update information previously furnished on Form CB rather than to replace the initial filing requirement.
• Transaction-Specific Use: The form is used in connection with certain cross-border rights offerings, exchange offers, or tender offers involving a foreign private issuer meeting the applicable exemption or rule conditions.
• Event-Driven Timing: There is no single fixed filing deadline; amendments are furnished as needed when information changes or requires correction.
• Exhibits and Materials May Be Included: Form CB/A commonly includes updated transaction documents, notices, or other materials that are furnished to support the amendment.

Tracking and Identification: Filers and market participants often monitor Form CB filings and related updates through the latest SEC filings to maintain visibility into cross-border transaction activity.  Many issuers rely on third-party service providers to prepare and submit this form. See a list of the best filing agents for EDGAR submissions for public companies for an industry overview