Form F-8 Supporting Statement.Final.Final

SUPPORTING STATEMENT FOR THE PAPERWORK REDUCTION ACT
INFORMATION COLLECTION SUBMISSION FOR FORM F-8
A.

JUSTIFICATION
1

Circumstances Making the Collection of Information Necessary

Form F-8 (17 CFR 239.38) is one of several forms for registration under the
Securities Act of 1933 (“Securities Act”) available to Canadian foreign private issuers
under the multijurisdictional disclosure system. Form F-8 is used for Securities Act
registration of two types of transactions: (1) exchange offers and (2) business
combinations requiring the vote of shareholders of the participating companies.
Canadian issuers using Form F-8 file Canadian disclosure documents under cover
of the form and provide indemnification disclosure and certain legends and exhibits. The
simplified nature of Form F-8 disclosure promotes capital formation with less expense
and greater efficiency and encourages Canadian issuers to extend exchange offers and
business combinations to U.S. securityholders.
2.

Purpose and Use of the Information Collection

The purpose of the Form F-8 information collection is to provide investors with
information important to investment decisions while also promoting capital formation by
reducing the cost and increasing the efficiency of Securities Act registration in
connection with certain exchange offers and business combination transactions, which
may encourage Canadian issuers to extend exchange offers and business combinations to
U.S. securityholders. In addition, this information is used by broker-dealers, investment
banking firms, professional securities analysts, and others in evaluating securities and
advising on investment decision making.
3.

Consideration Given to Information Technology

Form F-8 is filed electronically using the Commission’s Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system.
4.

Duplication of Information

The information required by Form F-8 is not duplicative of other disclosure
required by Commission rules.
5.

Reducing the Burden on Small Entities

Form F-8 disclosure provides important information to investors, while promoting
capital formation with less expense and greater efficiency for all applicable issuers,
including small entities.

6.

Consequences of Not Conducting Collection

If the information were not collected or were collected less frequently, then, in
both cases, investors could lack information important to making an investment decision
or could find it more difficult and expensive to obtain the necessary information.
7.

Special Circumstances

There are no special circumstances related to the manner of information collection
in connection with Form F-8.
8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to review of
this submission by the Office of Management and Budget (“OMB”).
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Filings using Form F-8 are public documents.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include name and job title. However,
the agency has determined that the information collection does not constitute a system of
record for purposes of the Privacy Act. Information is not retrieved by a personal
identifier. In accordance with Section 208 of the E-Government Act of 2002, the agency
has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in connection
with this collection of information. The EDGAR PIA, published on March 6, 2025, is
provided as a supplemental document and is also available at
https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form F-8

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0378

1

1

2

We estimate the hours burden for Form F-8 is approximately one hour per
response. We estimate that Form F-8 is filed by one respondent annually. Our estimate of
the number of filings annually is based on the average number of annual filings on Form
F-8 for the years 2022 through 2024 and, where that average would be less than one, we
have used an estimate of one filing. For total paperwork burden hours, where our
calculations produced a number less than one, we have used an estimate of one for total
burden hours. We estimate that 25% of the collection of information burden is carried by
the issuer for a total annual reporting burden of one hour (.25 hours x 1 response = .25
hours, rounded to 1 hour). We derived our burden hour estimates by estimating the
average number of hours it would take a Canadian issuer to compile the necessary
information and data, prepare and review disclosure, file documents, and retain records.
In connection with rule amendments to the form, we occasionally receive Paperwork
Reduction Act (“PRA”) estimates from public commenters about incremental burdens
that are used in our burden estimates. We believe that the actual burdens will likely vary
among individual issuers based on the size and complexity of their organization and the
nature of their operations. The estimate of burden hours is made solely for the purpose of
the PRA.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form F-8

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0378

1

$450

We estimate that 75% of the collection of information burden is carried by outside
professionals. We estimate an hourly cost of $600 for outside professionals (such as those
providing legal and accounting services) used in connection with Securities Act
registration. We estimate a total cost of $450 ($600 x .75 hours x 1 response). This
estimate is based on our consultations with registrants and professional firms who
regularly assist registrants in preparing and filing disclosure documents with the
Commission. Our estimates reflect average burdens, and therefore, some issuers may
experience costs in excess of our estimates and some issuers may experience costs that
are lower than our estimates. Where applicable, for the total paperwork cost burden, we
have rounded to the nearest dollar. The estimated cost burden is made solely for the
purposes of the PRA.
14.

Costs to Federal Government

The SEC is in the process of revising its methodologies to estimate annualized
costs to the Federal government for all its relevant collections of information. The SEC
anticipates that future extensions of this collection of information will reflect the revised
methodologies.

3

15.

Reason for Change in Burden
Changes in Responses, Burden Hours, and Cost Burden
Information
Collection Title

OMB
Control
Number

Change in
Responses

Change in
Burden Hours

Change in Cost
Burden

Form F-8

3235-0378

(4)

0

($1,050)

We have decreased by four our estimate of the number of responses (from five
responses to one response) based on Form F-8 filing data from 2022 through 2024. There
is no change in burden hours. The decrease in cost burden of $1,050 (from $1,500 to
$450) reflects the decrease in our estimate of responses and an increase in the cost burden
per hour estimate from $400 per hour to $600 per hour for outside professionals.
16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of
the form. Including the expiration date on the electronic version of the form will result in
increased costs, because the need to make changes to the form may not follow the
application’s scheduled version release dates. The OMB control number will be
displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
There are no exceptions to the certification statement for this PRA submission.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

4