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Form SC14D1F Filings

SEC Form SC14D1F is a tender offer statement filed pursuant to Rule 14d-1(b) under the Securities Exchange Act of 1934 by a bidder in connection with certain cross-border tender offers for securities of eligible Canadian foreign private issuers. It is used when a third-party tender offer qualifies for the Canadian cross-border framework and is filed with the SEC as part of that offer process.

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ID Form Filer Name Filing Agent Date Actions
21967048SC14D1FCuraleaf Holdings, Inc.Toppan Merrill/fa08/18/2026
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What Is SEC Form SC14D1F?

SEC Form SC14D1F is an important filing used for a third-party cash tender or exchange offer involving a Canadian foreign private issuer when less than 40% of the subject class is held by U.S. holders. It allows the bidder to comply with U.S. tender offer requirements through the Rule 14d-1(b) framework while filing the required materials with the SEC.

This form is typically filed on an event-driven basis when a bidder commences a qualifying tender offer for securities of an eligible Canadian foreign private issuer. It is tied to a live transaction rather than a periodic reporting cycle.

Form SC14D1F ensures transparency by providing the SEC with the bidder’s tender offer materials and related disclosures for a qualifying cross-border offer. It does not create a separate annual or quarterly deadline and is generally filed when the offer is first published, sent, or given to securityholders, with amendments filed as needed during the offer.

Key elements typically found in SEC Form SC14D1F include:

  • Name of the subject company and bidder
  • Jurisdiction of the subject company’s incorporation or organization
  • Title of class of securities and CUSIP number, if applicable
  • Name, address, and telephone number of persons authorized to receive notices and communications on behalf of the bidder
  • Date the tender offer was first published, sent, or given to securityholders
  • Canadian home-jurisdiction documents, amendments, and related undertaking and consent materials required by the schedule

SEC Form SC14D1F Filing Deadlines

SEC Form SC14D1F is generally tied to the commencement and progress of a qualifying tender offer rather than to a fixed reporting calendar. These timing points are important because the form is filed in connection with a live cross-border transaction.

Filing Stage Timeline Details
Offer Commencement As needed Filed when the qualifying third-party tender offer is first published, sent, or given to securityholders
Amendments As needed Amendments are filed when previously submitted tender offer documents or disclosures are changed or supplemented
Fixed Periodic Deadline Not applicable The form does not follow an annual, quarterly, or standalone recurring filing schedule
Additional Supporting Materials As needed Related exhibits, Canadian disclosure documents, fees, and consent materials are filed as required under the schedule

Key Things to Know About Form SC14D1F Filing Rules

  • Canadian Foreign Private Issuer Requirement: Schedule 14D-1F is available only for tender offers involving a subject company organized in Canada or a Canadian province or territory that qualifies as a foreign private issuer.
  • S. Holder Threshold Applies: The form is used where less than 40% of the outstanding class of securities that is the subject of the offer is held by U.S. holders.
  • Form Is Transaction-Based: SC14D1F is not a periodic report. It is filed in connection with the commencement of a qualifying third-party tender offer and may be amended as the offer changes.
  • Canadian Compliance Still Matters: The bidder must comply with applicable Canadian federal, provincial, and territorial laws, regulations, and policies relating to the terms and conditions of the offer.
  • Form F-X May Be Required: A non-U.S. bidder filing this schedule must file a written irrevocable consent and power of attorney on Form F-X at the time of filing the schedule.

To monitor related filing disclosure, our real-time SEC Filing alerts help to track Form SC TO‑T, Form SC TO‑T/A, Form SC 14D1F, and Schedule TO‑C for tender offer filings, covering domestic bidder statements, amendments, foreign bidder disclosures, and preliminary communications

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