Form F-80.SupportingStatement.Final.2025

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM F-80

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 (the “Securities Act”) was enacted to provide full and
fair disclosure with respect to publicly offered securities and to prevent fraud in
connection with such offerings. The Securities Act carries out this purpose by requiring
the filing of a registration statement in connection with public distributions of securities
and containing remedial provisions for fraud. Schedule A of the Securities Act specifies
the general types of information that must be disclosed in registration statements filed
with the Securities and Exchange Commission (the “Commission”).
Form F-80 (17 CFR 239.41) is a Securities Act registration form pertaining to
Canadian foreign private issuers under the multijurisdictional disclosure system with
Canada. Form F-80 may be used for the registration of securities to be issued in an
exchange offer by a registrant that, among other criteria: (1) is a Canadian foreign private
issuer; (2) has had a class of securities listed on a designated Canadian securities
exchange for at least 12 calendar months and meets certain Canadian continuous
disclosure requirements; and (3) has an aggregate market value of its outstanding equity
shares held by non-affiliates (“public float”) of at least C$75 million.
Form F-80 may also be used by certain Canadian foreign private issuers to
register securities issued in connection with business combinations, provided that certain
participants meet similar listing history, public float, and other criteria. Form F-80, along
with the other forms and schedules adopted by the Commission, is designed to facilitate
cross-border offerings by eligible Canadian foreign private issuers. Although Form F-80
creates burden hours, its cost should be considered in the context of the overall savings
resulting from the multijurisdictional disclosure system.
2.

Purpose and Use of the Information Collection

The principal function of the Commission’s forms, schedules, and rules under the
Securities Act’s disclosure provisions is to make information available to investors. The
information required to be filed with the Commission permits verification of compliance
with securities law requirements and assures the public availability and dissemination of
such information. Security holders, investors, broker-dealers, investment banking firms,
professional securities analysts, and others may use the Form F-80 information in
evaluating securities and making investment decisions with respect to such securities. In
addition, all investors may benefit indirectly from submissions on Form F-80, as direct
users generally effect transactions in securities on the basis of current information about

the issuer included in such filings, thereby causing the market prices of the securities to
reflect such information.
3.

Consideration Given to Information Technology

Form F-80 is filed using the Commission’s Electronic Data Gathering, Analysis,
and Retrieval (“EDGAR”) system.
4.

Duplication of Information

Form F-80 is designed to provide U.S. investors in relevant Canadian securities
with material information concerning the registered securities and the Canadian foreign
private issuer(s) so that investors can make informed voting and investment decisions.
This information may not otherwise be readily available in the United States.
5.

Reducing the Burden on Small Entities

All exchange offer filings on Form F-80 will be made by Canadian foreign private
issuers of securities with a public float of at least C$75 million. These issuers should have
the resources available to prepare the necessary information for the Commission. Some
small entities may not be eligible to use Form F-80. However, those that are will be
relieved of the burden of filing a Form S-1, Form F-1, or other registration statement with
the Commission.
6.

Consequences of Not Conducting Collection

Persons in the United States considering an investment in securities issued by
Canadian companies may find it more difficult or expensive to obtain the necessary
information if the issuers were not required to file with the Commission the existing
Canadian disclosure document(s) plus any additional information required by the
Commission.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to OMB’s
review of this submission.
9.

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

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10.

Confidentially
Form F-80 is a public document.

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, job title, work telephone
number, and work address. 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 February 18, 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-80

OMB Control Number

Number of Responses

Burden
Hours

3235-0404

4

0

For the purpose of the Paperwork Reduction Act (“PRA”), we estimate that Form
F-80 takes approximately 2 hours per response to prepare and is filed by approximately 4
respondents annually. The estimate of 2 hours of burden is based upon the amount of
time necessary to compile the registration statement using the existing Canadian
disclosure document(s) plus any additional information required by the Commission. In
connection with rule amendments to the form, we occasionally receive 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 companies based on
the size and complexity of their organization and the nature of their operations. We
estimate that 100% of the burden is carried by outside professionals retained by the
company to assist in the preparation of the form, and thus that 0% of the burden is carried
out internally by the company. Based on our estimates, we calculate the total reporting
burden to be zero hours annually ((2 hours per response x 0%) x 4 responses annually).
The burden hours estimate is made solely for the purpose of the PRA.

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13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden

Information
Collection Title

OMB Control Number

Number of Responses

Cost
Burden

3235-0404

4

$4,800

Form F-80

We estimate that 100% of the 2 hours per response is carried out by the outside
professionals hired by the company. We estimate a cost of $600 per hour for outside
professionals used in connection with public company reporting. 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. Based on
this estimate, we calculate the total cost burden to be $4,800 annually ($600 per hour x (2
hours per response x 100%) x 4 responses annually). Our estimates reflect average cost
burdens, and therefore, some companies may experience costs in excess of our estimates
and some companies may experience costs that are lower than our estimates. For
administrative convenience, the paperwork cost burden estimate has been rounded to the
nearest dollar. The cost burden estimate is made solely for the purpose of the PRA.
14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports, and
other filings of operating companies amounted to approximately $131,724,880 in fiscal
year 2023, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.
15.

Reason for Change in Burden
Summary of the Change in Burden Hours and Cost Burden
Annual No. of Responses

Information
Collection
Title

Form F-80

Annual Burden Hours

Annual Cost Burden ($)

Previously
Approved

Requested

Change
in No. of
responses

Previously
Approved

Requested

Decrease
in Burden
Hours

Previously
Approved

Requested

Increase
in
Cost
Burden

4

4

0

8

0

(8)

$3,200

$4,800

$1,600

The decrease of 8 hours in burden hours is due to the correction of an error in the
previous calculation. The previous calculation estimated 8 burden hours annually (2
hours per response x 4 responses per year) but counted those 8 hours twice—both as 8
burden hours carried out by the company, and also as 8 hours of external cost carried out
by outside professionals (8 hours per year x $400 per hour = $3,200 per year). However,
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the burden hours should have been zero as 100% of the 2 hours per response was
estimated to have been carried out by outside professionals (and, by extension, 0% was
estimated to have been carried out internally by the company).
The increase of $1,600 in external cost burden annually is due to an adjustment.
The Commission increased the external 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 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 certification for PRA submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.

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