Form 15F-12B Files Dataset

The Form 15F-12B Files dataset is a complete EDGAR-sourced collection of Form 15F-12B and Form 15F-12B/A submissions — the certification-and-notice filings by which foreign private issuers terminate registration under Section 12(b) of the Securities Exchange Act of 1934 for a class of equity securities previously listed on a U.S. national securities exchange. Each record is one EDGAR submission scoped to a single foreign private issuer and a single accession number, packaged on disk as an accession-numbered folder containing a structured metadata.json index and the primary form document delivered as SGML-wrapped HTML. The dataset begins on 2007-06-01, the effective date of Rule 12h-6, the rule that created the Form 15F regime, and continues to the present. Filers are foreign private issuers themselves — typically operating companies whose American Depositary Receipts or ordinary shares were listed on the NYSE, NYSE American, or Nasdaq — acting through an authorized officer who signs the Rule 12h-6 eligibility certification. The dataset is distributed as ZIP containers carrying HTML, JSON, and TXT files.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset compiles every Form 15F-12B and Form 15F-12B/A submission filed on EDGAR by foreign private issuers (FPIs) using the Rule 12h-6 termination pathway. Form 15F is the certification-and-notice instrument by which a foreign private issuer terminates the registration of, or suspends its reporting obligations attached to, a class of securities registered with the Securities and Exchange Commission. The "-12B" suffix narrows the form to a specific statutory pathway: termination of registration of a class of equity securities registered under Section 12(b) of the Securities Exchange Act of 1934 — in practice, a class that had been registered for listing on a U.S. national securities exchange. Form 15F-12B/A is the amendment counterpart, used to correct, supplement, or update an earlier 15F-12B submission.

Form 15F was created alongside Rule 12h-6, adopted by the Commission in March 2007 (Release No. 34-55540) and effective June 4, 2007, to give foreign private issuers an exit pathway from the Exchange Act registration regime calibrated to U.S. trading activity rather than the Rule 12g-4 "300 holders of record" test. By filing Form 15F-12B, the issuer certifies that it satisfies the eligibility conditions of Rule 12h-6 — most prominently the maintenance of a primary trading market for the class outside the United States and an average daily trading volume that is no more than five percent of average daily worldwide trading volume over a recent twelve-month measurement period — and that deregistration of the class follows. Because Rule 12h-6 has no pre-EDGAR paper analog, the earliest records in the dataset accordingly date to June 2007.

The dataset is delivered in ZIP containers; each record contains HTML, JSON, and optional TXT artifacts. Image attachments such as logos and scanned signature pages are excluded by design.

Content Structure of a Single Record

What one record represents

One record in the Form 15F-12B Files Dataset is one complete EDGAR submission of either a Form 15F-12B or a Form 15F-12B/A amendment, scoped to a single foreign private issuer and a single accession number. The unit of granularity is the entire EDGAR submission, not an individual document within it. Each record materialises on disk as a folder named after the EDGAR accession number with dashes removed (for example 000095010325006429). Inside that folder live two complementary artifacts: a structured metadata.json describing the EDGAR header and document inventory, and the filing's primary document — an HTML rendering of Form 15F wrapped in EDGAR's classic SGML <DOCUMENT> envelope. Some records additionally contain a flat-text "complete submission" artifact; image attachments such as logos or scanned signature pages are excluded by design. The file-types found in the dataset are HTML, JSON, and TXT.

Two-layer structure of a single record

Each record has two cooperating layers. The first is a structured EDGAR header layer captured as metadata.json, which holds filer identity, accession-level metadata, the document inventory, and back-pointers to EDGAR. The second is the document layer, which carries the substantive narrative and certifications of the form, delivered as inline-styled HTML inside an SGML <DOCUMENT> envelope. When the original EDGAR submission's complete-submission text file is retained locally, it is a flat ASCII rendering of the entire SGML submission; when it is not retained, the linkToTxt field in metadata.json points to the canonical copy on sec.gov.

The metadata.json block

metadata.json is present in every accession folder and is the authoritative structured index of the filing. Its fields fall into a small number of functional groups.

Filing identity and routing fields include:

• formType — "15F-12B" or "15F-12B/A".
• accessionNo — canonical dashed accession number (e.g. "0000950103-25-006429"); note that the on-disk folder name strips these dashes.
• effectivenessDate and filedAt — the effectiveness date and the precise filing timestamp.
• description — the long-form EDGAR description, e.g. "Form 15F-12B - Securities registration termination of foreign private issuers [Section 12(b)]" (with an analogous string for amendments).
• linkToFilingDetails, linkToTxt, linkToHtml, linkToXbrl — URLs to, respectively, the primary filing document, the complete submission text file, the EDGAR filing index page, and any XBRL payload. linkToXbrl is typically empty: 15F-12B is a short certification form, not within the structured-data tagging mandates.

Document inventory is carried in documentFormatFiles, an array in which each entry describes one non-image document attached to the submission. Each entry exposes sequence, byte size, documentUrl, description, and a type string. The primary form document carries type "15F-12B" or "15F-12B/A"; the complete submission text file appears as a separate entry with the description "Complete submission text file". A parallel dataFiles array holds any structured-data attachments and is generally empty for this form. A seriesAndClassesContractsInformation array exists for compatibility with fund-filing schemas and is also empty.

Filer identity is carried in the entities array. Each entity object exposes:

• companyName — typically suffixed (Filer) (e.g. "Despegar.com, Corp. (Filer)").
• cik — the registrant's Central Index Key.
• fileNo — the Commission file number assigned to the registered class; the 001- prefix denotes Section 12(b) Exchange Act registration.
• filmNo — the EDGAR film number.
• type — mirrors the form type.
• act — "34", the Securities Exchange Act of 1934.
• sic — Standard Industrial Classification code with description.
• stateOfIncorporation — an EDGAR jurisdiction code, frequently a non-U.S. code (e.g. D8 for the British Virgin Islands).
• fiscalYearEnd — MMDD-formatted fiscal year end.
• tickers — an array of trading symbols associated with the issuer.

A top-level id field carries an internal dataset-level record identifier.

The primary document (SGML envelope and HTML body)

The primary document is preserved exactly as EDGAR served it: an HTML rendering of the form wrapped in an SGML <DOCUMENT> envelope. The envelope header lines declare:

• <TYPE> — the EDGAR form type (15F-12B or 15F-12B/A).
• <SEQUENCE> — usually 1 for the primary form.
• <FILENAME> — a filer-chosen filename (e.g. dp229233_15f12b.htm); house-style prefixes vary widely across filing agents.
• <DESCRIPTION> — typically FORM 15F-12B.

After these header lines comes <TEXT>, inside which the body is conventional HTML produced by EDGAR-targeted financial printing systems — almost always inline-styled <P STYLE="..."> paragraphs rather than CSS class systems. The envelope closes with </TEXT></DOCUMENT>.

Inside the HTML body, the document reproduces the official paper-form layout. Reading top to bottom, a typical Form 15F-12B contains:

1. Masthead — identifies the United States Securities and Exchange Commission and gives the form's full title: "Form 15F — Certification and Notice of Termination of Registration of a Foreign Private Issuer Under Section 12 of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Section 13 and 15(d) of the Securities Exchange Act of 1934."
2. Statutory-basis check-box block — the filer indicates which Rule the deregistration invokes. The 12(b) variant is identified by the box keyed to Rule 12h-6 termination of a class registered under Section 12(b); adjacent boxes cover Section 12(g), Section 13, and Section 15(d). Boxes that are not selected remain visible on the form but unchecked.
3. Issuer identification block — the exact legal name of the foreign private issuer, principal executive office address (frequently a non-U.S. jurisdiction), and a telephone number.
4. Securities identification block — title of the class being deregistered (e.g. "Ordinary Shares, no par value"), the Commission file number for that class (matching entities[*].fileNo), and the U.S. national securities exchange on which the class was listed.
5. Rule 12h-6 certification block — the issuer affirms eligibility, including: maintenance of a primary trading market for the class outside the United States during the relevant measurement period; quantitative thresholds describing average daily U.S. trading volume relative to worldwide trading volume; the time elapsed since the issuer last had a reporting obligation; and the filing of any required Exchange Act reports for the relevant lookback window. Recital language tracks Rule 12h-6 paragraphs (a) through (i) and varies in surface form across filers.
6. Optional supporting narrative or exhibits — supplementary disclosure expanding on trading-volume calculations, identification of the foreign primary market, ADR program treatment, succession or restructuring scenarios, or other facts the issuer relies on for eligibility.
7. Signature block — issuer name, the signing officer's typed name and title (commonly General Counsel, Chief Financial Officer, or Corporate Secretary), and the date of execution. Signatures are typed rather than image-based, since image attachments are excluded from the dataset.

Included content

For each accession the dataset retains metadata.json and every non-image document originally part of the EDGAR submission. In practice the primary form HTML document is always present; where the original submission included a complete-submission text file or supplementary HTML/TXT exhibits, those are retained as well. The structured metadata captures the EDGAR header fields needed to reconcile the record back to its EDGAR-hosted source, including canonical sec.gov URLs.

Excluded or separate content

Image files (logos, scanned signatures, graphics) embedded in or attached to the original EDGAR submission are excluded. Where a complete-submission text file is referenced in documentFormatFiles but not retained on disk, it can be fetched from the linkToTxt URL. XBRL payloads are not part of a typical 15F-12B submission, and linkToXbrl exists in the schema for cross-dataset consistency rather than to carry data here. Documents associated with the issuer's other filings — the underlying Form 20-F annual reports, the Form 25 exchange-listing-removal filing that often precedes a 15F-12B by ten days, related Form 6-K furnishings, or any prior Form 15F filings — sit outside the record; each lives under its own accession in its own dataset.

Evolution over time

Form 15F is a creation of the 2007 Rule 12h-6 reform; before that, foreign private issuers used the same Form 15 as domestic issuers and were constrained by holder-count tests poorly suited to issuers whose holders sat in non-U.S. nominee chains. The earliest records in the dataset accordingly date to June 2007.

The substantive content of Form 15F has remained largely stable since adoption. The ordered structure — issuer identification, class identification, statutory-basis check boxes, Rule 12h-6 eligibility certifications, signature — was present from the outset. Subsequent refinements came through Commission interpretive guidance on computing and presenting U.S. and worldwide trading-volume metrics, treating ADR programs and underlying ordinary shares as a unitary class, and handling issuers in succession or restructuring scenarios; these affect the substance of the certifications but did not introduce new ordered Items.

Form 15F-12B/A amendments use the same form layout as the original. Amending filers commonly reproduce the full original certification text and either annotate the changes inline or include an explanatory cover paragraph. Because amendments receive their own accession numbers, they appear as independent records in the dataset, linked to the original only through CIK and Commission file number.

The file format has been stable throughout. Filings have been delivered as SGML-wrapped HTML since inception; the SGML envelope (<DOCUMENT> / <TYPE> / <SEQUENCE> / <FILENAME> / <DESCRIPTION> / <TEXT>) is unchanged, and the inner HTML has consistently used inline-styled paragraph blocks. The visible long-run drift is cosmetic — filer-side document preparation systems have shifted from minimal HTML toward more heavily inline-styled HTML with embedded fonts and pagination directives — but the logical structure of the document is unchanged.

Interpretation and extraction notes

Several nuances matter when working with these records programmatically:

• Identify the primary document by type, not filename. documentFormatFiles[*].type equal to "15F-12B" (or "15F-12B/A") is the canonical key. Filenames are filer-chosen and follow no standard pattern.
• Strip the SGML envelope before HTML parsing. The on-disk .htm file begins with non-HTML SGML preamble lines (<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, <TEXT>) before <HTML>. Strict HTML parsers must skip past <TEXT> and stop before </TEXT>.
• The form is templated but not semantically tagged. Extraction of the issuer name, securities class, file number, signing officer, and trading-volume certifications relies on positional or regex parsing of inline-styled paragraphs rather than on semantic markup or microdata.
• Use entities[*].fileNo as the durable join key for the deregistered class. The Commission file number ties the record to the specific class of securities being deregistered and is more stable than ticker, especially around deregistration when tickers are often changed or retired.
• Folder name vs. accession number. The folder uses the dashes-stripped accession (e.g. 000095010325006429) while metadata.accessionNo uses the canonical dashed form (e.g. 0000950103-25-006429); converting between the two is a straightforward dash insertion at positions 10 and 13.
• Signature pages contain typed names only. Because images are excluded, any wet-ink signature block in the source EDGAR submission appears here only as the typed signatory name and title — sufficient to identify the certifying officer but not to confirm a manual signature.
• Treat amendments as independent records. A 15F-12B/A is not stored alongside its parent; reconcile by joining on CIK and fileNo, then order by filedAt to determine supersession.
• Foreign issuer addresses and jurisdictions. Expect non-U.S. principal executive office addresses and EDGAR jurisdiction codes such as D8 (British Virgin Islands), K3 (Cayman Islands), M0 (Israel), and similar; ticker arrays may carry both U.S. exchange tickers and historical trading symbols.

Who Files or Publishes This Dataset, and When

Who files

The filer is the foreign private issuer (FPI) itself, acting through an authorized officer who signs the certification. Each record is a Form 15F-12B (or amendment 15F-12B/A) submitted on EDGAR by a single FPI to terminate registration of a specified class of equity securities under Section 12(b) of the Exchange Act.

FPI status is defined by Rule 405 of the Securities Act and Rule 3b-4 under the Exchange Act: a non-U.S. issuer (other than a foreign government) qualifies unless both (a) more than 50% of its voting securities are held of record by U.S. residents, and (b) any one of the following is true: a majority of executive officers or directors are U.S. citizens or residents, more than 50% of assets are located in the U.S., or the business is principally administered in the U.S.

Typical filers are foreign operating companies that previously listed an equity class on the NYSE, NYSE American, or Nasdaq, most often through American Depositary Receipts (ADRs) but sometimes through ordinary shares.

The filing is made in the issuer's own name. It is not filed by:

• shareholders, depositary banks, exchanges, or underwriters
• foreign governments or supranational issuers (which use Schedule B)
• domestic U.S. issuers (which use Form 15)
• FPIs that registered only under Section 12(g) (which use Form 15F-12G)

Triggering event

Form 15F-12B is the certification vehicle created by Rule 12h-6 under the Exchange Act (Release No. 34-55540, effective June 4, 2007), which gave qualifying FPIs a workable exit from U.S. reporting once their U.S. market had become small relative to their primary foreign market.

The form is triggered when an FPI decides to terminate Section 12(b) registration of a class previously listed on a U.S. national securities exchange and certifies that all Rule 12h-6 conditions are met for that class. Common factual settings:

• Voluntary or involuntary delisting from NYSE, NYSE American, or Nasdaq, paired with an exit from Exchange Act reporting.
• U.S. average daily trading volume that has fallen to no more than 5% of worldwide ADTV over a recent 12-month period.
• Going-private or take-private transactions (tender offers, schemes of arrangement, mergers) that shrink the U.S. float.
• Strategic withdrawal from U.S. capital markets driven by Sarbanes-Oxley or dual-listing costs.

The class must already be delisted, or in the process of delisting via Form 25, since Section 12(b) registration is tied to exchange listing.

Rule 12h-6 eligibility certified in the filing

The substantive content is the issuer's certification that, for the class being deregistered:

• It has had Section 12 registration or a Section 15(d) reporting duty for at least the prior 12 months and is current on all required reports, including at least one Form 20-F (or Form 40-F for eligible Canadian issuers).
• It has not sold securities in a U.S. registered offering during the preceding 12 months, subject to limited exceptions (employee plans, DRIPs, conversions, certain business combinations).
• It maintains a primary trading market in one or two foreign jurisdictions accounting for at least 55% of worldwide trading in the class over a recent 12-month period.
• It satisfies one of two quantitative U.S. tests: U.S. ADTV no greater than 5% of worldwide ADTV, or fewer than 300 record holders in the U.S. (or worldwide), with look-through to brokers, dealers, banks, and nominees.

Timing and effectiveness

Under Rule 12h-6(d), the filing has two temporal effects:

• Immediate suspension of Section 13(a) and 15(d) reporting duties (Forms 20-F, 6-K) for the certified class upon filing.
• Termination effective 90 days after filing, unless the SEC denies eligibility, the issuer withdraws the form, or the Commission specifies a shorter period. SEC objection within the 90-day window reinstates reporting obligations.

A Form 15F-12B/A may be filed during the 90-day window to update trading-volume figures, correct identifying details, respond to staff comments, or accompany a withdrawal. Amendments generally do not restart the 90-day clock unless they materially change the eligibility basis.

Important distinctions

• Filer is the issuer, not the depositary. For ADR programs, the underlying foreign issuer files; the depositary bank does not.
• Form 15F-12B vs. Form 15. Domestic U.S. issuers, and FPIs that do not qualify under Rule 12h-6, use Form 15 under Rules 12g-4, Rule 12h-3, or Rule 15d-6. Form 15 relies on holder-count thresholds and does not require the primary-trading-market or ADTV analysis.
• Form 15F-12B vs. Form 25. Form 25 (Rule 12d2-2) effects only delisting and triggers automatic Section 12(b) deregistration 90 days later. Form 15F-12B is used when the issuer affirmatively certifies Rule 12h-6 eligibility to terminate registration and full Exchange Act reporting.
• Form 15F variants. 15F-12B terminates a Section 12(b) (exchange-listed) registration; 15F-12G terminates a Section 12(g) (size/holder-based) registration; Form 15F-15D terminates a Section 15(d) reporting duty arising from a prior Securities Act registration statement. A single FPI subject to multiple obligations may file more than one variant.
• Loss of FPI status during the 90-day window disqualifies the issuer from Rule 12h-6 relief and can result in denial of termination.
• Post-deregistration. Qualifying FPIs typically rely on Rule 12g3-2(b) to remain exempt from re-registration under Section 12(g) by publishing home-country disclosures in English online.

How This Dataset Differs From Similar Datasets or Filings

Form 15F-12B sits in a tight cluster of SEC deregistration filings. The most useful comparisons are with the other Form 15F variants, with the domestic Form 15 family, with the exchange-driven Form 25, and with the ongoing FPI reporting forms (20-F and 6-K) that Form 15F-12B is designed to terminate. Each touches the same lifecycle event, an issuer leaving some part of the U.S. reporting system, but each operates under a different statutory section, applies to a different filer population, or fires at a different stage of that exit.

Form 15F-12G (Section 12(g) deregistration of FPIs)

The closest sibling. Both are FPI-only filings under Rule 12h-6, both terminate registration of an equity class, and both use the same eligibility framework (primary foreign listing, 5% ADTV or 300-holder test, 12-month prior-reporting record). The sole distinction is the registration regime being terminated:

• 15F-12B: terminates Section 12(b) registration tied to a U.S. exchange listing (NYSE, NYSE American, Nasdaq), typically ADRs or ordinary shares previously listed.
• 15F-12G: terminates Section 12(g) registration, which arises from holder-count and asset thresholds without exchange listing, often OTC-traded ADRs.

The two datasets cover disjoint registration regimes and are not substitutes. An FPI exiting an exchange listing files 15F-12B (often after Form 25); an FPI registered solely under 12(g) files 15F-12G.

Form 15F-15D (suspension of Section 15(d) reporting for FPIs)

The third Form 15F variant. It does not terminate any Section 12 registration; it certifies eligibility to end the Section 15(d) reporting duty triggered by a prior Securities Act registration statement (e.g., a U.S. registered offering that never resulted in exchange listing). For a complete FPI exit, an issuer may file 15F-12B to drop Section 12(b) registration and then 15F-15D to extinguish residual 15(d) obligations. Researchers tracking the full termination path often need both datasets.

Form 15, 15-12B, 15-12G, 15-15D (domestic deregistration / suspension)

The domestic counterpart to the Form 15F family, filed under Rules 12g-4, 12h-3, or 15d-6. Despite the near-identical naming (especially Form 15-12B vs. 15F-12B), the populations and substantive tests are different:

• Filer population: Form 15 covers U.S. domestic issuers and FPIs not relying on Rule 12h-6; Form 15F is FPI-only.
• Substantive content: Form 15 typically relies on holder-count thresholds (300, or 300/500 for banks) and is largely a short certification. Form 15F-12B requires affirmative FPI eligibility, a primary foreign listing, and worldwide vs. U.S. trading-volume data.
• Permanence: Rule 12h-6 (Form 15F) provides a true termination of reporting; older Rule 12g-4/12h-3 thresholds historically produced suspension that could re-trigger if holder counts rose, the "Hotel California" problem Rule 12h-6 was created to fix.

Form 25 (exchange notification of delisting)

Procedurally adjacent but legally distinct. Form 25 is filed by the exchange (or, less commonly, the issuer) under Rule 12d2-2 to delist a security and provisionally deregister it under Section 12(b), generally effective 90 days after filing. It addresses listing mechanics. Form 15F-12B is the FPI's own substantive Rule 12h-6 certification, which both terminates Section 12(b) registration and immediately suspends 13(a)/15(d) reporting on the certified class. In a typical exit, Form 25 is filed first to handle the delisting; Form 15F-12B is then filed by the issuer to invoke Rule 12h-6 and end its reporting obligations cleanly. The two datasets capture different events in the same exit sequence and should be read in combination.

Form 20-F and Form 6-K (continuing FPI reporting)

These are the obligations Form 15F-12B is designed to terminate. 20-F is the FPI annual report (audited financials, business description, risk factors, governance); 6-K is the event- and home-country-driven current/interim filing. They describe an issuer actively in the U.S. reporting system, while 15F-12B marks the boundary at which new 20-F and 6-K filings stop. Content type also differs sharply: 20-F and 6-K are substantive disclosure documents; 15F-12B is a short eligibility certification with quantitative trading-volume metrics.

Rule 12g3-2(b) home-country exemption (no parallel dataset)

Worth noting only to dispel confusion: 12g3-2(b) is a regulatory status, not a filing form. Since 2008 it has been automatic upon meeting the conditions (primary foreign listing plus English home-country disclosures posted online), so there is no EDGAR submission analog. The relationship to Form 15F-12B is sequential, not comparative: the FPI files 15F-12B to exit, then sits in the 12g3-2(b) regime afterward.

Key differences at a glance

Boundary summary

Form 15F-12B is narrower than every comparison target along three axes simultaneously:

1. Filer: foreign private issuers only, excluding the entire domestic Form 15 population.
2. Statute: Section 12(b) only, excluding the 12(g) population (15F-12G) and the 15(d) population (15F-15D).
3. Substance: a Rule 12h-6 issuer certification with quantitative trading-volume disclosures, not a mechanical exchange-driven delisting (Form 25) or a holder-count certification (Form 15).

The dataset uniquely identifies the moment an exchange-listed FPI affirmatively exits the U.S. reporting system under Rule 12h-6. It complements rather than replaces Form 25 (delisting mechanics), Form 15F-12G and 15F-15D (parallel deregistration tracks), and 20-F/6-K (the issuer's reporting history before exit).

Who Uses This Dataset

A small set of professional teams consume Form 15F-12B records, each reading them through a different lens. The shared core fields they all return to are issuer identity, security class, U.S. listing exchange, the Rule 12h-6 eligibility narrative, U.S. and worldwide trading volumes, and the 15F-12B/A amendment trail.

Cross-border securities counsel

Capital markets attorneys advising foreign private issuers on U.S. exit transactions use the dataset as a precedent library. They pull peer Rule 12h-6 certifications, eligibility language, exhibit structures, and 15F-12B/A amendments to draft client filings, write internal memos, and assess rejection risk before submission to EDGAR.

Compliance officers at sponsor banks and issuers

Compliance teams verify that Rule 12h-6 conditions are met before a certification is filed. They focus on U.S. average daily trading volume, worldwide volume comparisons, the foreign listing identification, and prior reporting history. Outputs include eligibility checklists, internal sign-off memos, and watchlists of issuers approaching the 5 percent U.S. trading threshold. Amendment filings are mined to identify which inputs the SEC commonly challenges.

Investor relations and corporate secretary teams

IR and corporate secretary staff at foreign-listed companies use the dataset to plan the operational side of deregistration: ADR holder communications, depositary bank coordination, and the move to a lighter home-country reporting regime. They rely on cover-page metadata, exchange identification, and stated effective dates to build timelines, peer-comparison board memos, and shareholder notices.

Equity research analysts covering ADRs

Sell-side and buy-side analysts covering ADR programs and dual-listed names track foreign issuers leaving U.S. registration. They use issuer identity, deregistration dates, and the trading volume metrics that justified exit to drive coverage drop notes, ADR liquidity assessments, and re-rating views when an exit signals weakening U.S. investor demand.

Index methodology and rebalancing teams

Index rules teams confirm and date the loss of U.S. exchange registration for foreign constituents using the security class identification, listed exchange, and termination date. The dataset feeds index deletion workflows, rebalance announcements, and reconciliation against corporate-action vendor feeds.

M&A and going-private bankers

Bankers structuring take-privates, controlling-shareholder squeeze-outs, and post-merger cleanup for foreign-listed targets use the dataset as a precedent set for the U.S. exit leg. They focus on sequencing language, exhibits referencing prior tender offers or schemes of arrangement, and timing relative to merger effective dates to support deal structure memos and seller-side timelines.

Financial data vendors and data engineering teams

Vendors and in-house data engineers ingest the dataset to maintain registration-status, corporate-action, and ADR reference fields. Parsed metadata, issuer identifiers, security class, and effective dates drive identifier retirement, ticker history, and downstream feeds to portfolio accounting and compliance systems.

Forensic accountants and litigation analysts

Litigation-support analysts working on shareholder disputes, securities class actions, and regulatory investigations use the dataset to fix the exact date and basis on which Exchange Act reporting ended. Certification language, volume figures, and 15F-12B/A revisions feed disclosure timelines, damages-period expert reports, and analyses of whether eligibility representations matched surrounding market data.

Academic finance researchers

Researchers studying cross-listing, the bonding hypothesis, and post-deregistration outcomes treat the dataset as a near-complete population of Rule 12h-6 exits from June 2007. Issuer identifiers, filing dates, exchange fields, and volume metrics support event studies on price and liquidity around deregistration, predictors-of-exit panel work, and survival models.

Quant event and liquidity researchers

Quant teams use filing dates, issuer identifiers, and the exchange field to construct event windows around ADR delisting. Outputs include event-driven backtests, post-termination liquidity decay studies, and risk-model adjustments for the regime change that follows loss of U.S. registration.

Specific Use Cases

The records support a small set of focused workflows tied to the Rule 12h-6 certification, the deregistered class of securities, and the surrounding EDGAR metadata. The use cases below reference specific fields and document elements so they can be implemented directly against the on-disk structure.

1. Building a precedent library of Rule 12h-6 certification language

Securities counsel preparing a client's exit pull the HTML body of every prior 15F-12B (the inline-styled paragraphs after <TEXT> in the SGML envelope) and extract the Rule 12h-6 (a)-(i) recital language, ADTV-ratio computation paragraphs, and ADR-program treatment exhibits. The output is a clause bank keyed by issuer jurisdiction (entities[*].stateOfIncorporation) and U.S. listing venue (taken from the securities-identification block) used to draft new certifications and benchmark wording against accepted filings.

2. Reconstructing amendment chains for a deregistering issuer

Forensic accountants and litigation analysts join records on entities[*].cik and entities[*].fileNo, filter to formType of 15F-12B and 15F-12B/A, and order by filedAt to reconstruct the original-then-amendment sequence for a given class. Diffs across the HTML body of each amendment expose which trading-volume figures, eligibility paragraphs, or signatory titles were corrected, feeding disclosure timelines and damages-period expert reports.

3. Dating the loss of U.S. registration for index and reference-data feeds

Index rebalancing teams and data vendors read effectivenessDate, filedAt, the securities-identification block (class title and Commission file number), and the entities[*].tickers array to fix the precise date a foreign constituent left Section 12(b) registration. This drives index-deletion workflows, ticker-retirement entries, and reconciliation of corporate-action vendor feeds against the EDGAR record of authority via linkToFilingDetails.

4. Sequencing Form 25 delistings with Form 15F-12B exits

M&A bankers and compliance teams pair this dataset with Form 25 records on CIK and file number to measure the gap between exchange-driven delisting and the issuer's own Rule 12h-6 certification. The filedAt timestamp here, combined with the Form 25 filing date, supports deal-timeline memos for take-privates and post-merger cleanup, and flags filings where the 10-day or 90-day procedural windows were compressed or extended.

5. Screening peer issuers approaching the 5 percent ADTV threshold

Compliance officers at sponsor banks and IR teams parse the Rule 12h-6 certification block to extract the stated U.S. and worldwide average daily trading volumes and the 12-month measurement window. Aggregated by SIC code (entities[*].sic) and home jurisdiction, these figures feed watchlists of dual-listed peers whose own ratios are converging on the 5 percent eligibility line, and internal sign-off checklists before a client's own certification is filed.

6. Event studies on ADR liquidity and price around deregistration

Quant and academic researchers use filedAt, entities[*].tickers, and the U.S. exchange identified in the securities block to build event windows around each Rule 12h-6 exit since June 2007. Joined to market-data feeds, the records anchor post-termination liquidity-decay studies, bonding-hypothesis tests, and survival models predicting which FPIs exit, with the certification's stated trading-volume figures used as a covariate.

7. Identifying certifying officers and signing patterns

Researchers and counsel extract the typed signatory name and title from the signature block of each HTML body and join to entities[*].companyName and cik. The resulting table maps which officer roles (General Counsel, CFO, Corporate Secretary) sign 15F-12B certifications across jurisdictions and filing agents, useful for both governance research and identifying the right counterpart when advising on a new exit transaction.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-15f12b-files.json

This endpoint returns metadata about the Form 15F-12B Files Dataset, including its name, description, last update timestamp, earliest sample date (2007-06-01), total record count and total size, covered form types (15F-12B, 15F-12B/A), the container format (ZIP), and the included file types (HTML, JSON, TXT). It also provides the download URL for the full dataset archive and a list of all individual container files with their size, record count, last updated timestamp, and download URL. Use this endpoint to monitor which containers were updated in the most recent refresh run and decide which monthly archives to download incrementally. No API key is required to call this endpoint.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-69de-9406-137d50219991",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-15f12b-files.zip",
        

          4
            "name": "Form 15F-12B Files Dataset",
        

          5
            "updatedAt": "2026-04-15T12:31:56.788Z",
        

          6
            "earliestSampleDate": "2007-06-01",
        

          7
            "totalRecords": 340,
        

          8
            "totalSize": 1623795,
        

          9
            "formTypes": ["15F-12B", "15F-12B/A"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["HTML", "JSON", "TXT"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-15f12b-files/2026/2026-03.zip",
        

          15
                "key": "2026/2026-03.zip",
        

          16
                "size": 13818,
        

          17
                "records": 2,
        

          18
                "updatedAt": "2026-04-15T12:31:56.788Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-15f12b-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive containing every monthly container from June 2007 to the present. This endpoint requires authentication via an API key passed as the token query parameter.

Download Single Container: https://api.sec-api.io/datasets/form-15f12b-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads one individual monthly container instead of the full dataset. Use the key values returned by the dataset index JSON API to construct the path for any specific month. This endpoint also requires authentication via an API key passed as the token query parameter.

Frequently Asked Questions

What forms does this dataset cover?

The dataset covers Form 15F-12B and its amendment counterpart Form 15F-12B/A, both filed on EDGAR by foreign private issuers under Rule 12h-6 to terminate registration of a class of equity securities under Section 12(b) of the Securities Exchange Act of 1934.

What does one record in this dataset represent?

One record is one complete EDGAR submission of a Form 15F-12B or 15F-12B/A scoped to a single foreign private issuer and a single accession number. On disk, each record is a folder named after the dashes-stripped accession number, containing a metadata.json index and the primary form document delivered as SGML-wrapped HTML, plus optional TXT artifacts.

Who is required to file Form 15F-12B?

The filer is the foreign private issuer itself, acting through an authorized signing officer such as the General Counsel, CFO, or Corporate Secretary. It is filed by the issuer in its own name — not by depositary banks, exchanges, shareholders, or underwriters — to certify that Rule 12h-6 eligibility conditions are met for a class previously listed on the NYSE, NYSE American, or Nasdaq.

What time period does the dataset cover?

The dataset begins on 2007-06-01, the effective date of Rule 12h-6 (Release No. 34-55540), which created the Form 15F regime. There is no pre-EDGAR paper analog, so June 2007 marks the earliest possible record. Coverage continues to the present.

What file format is the dataset distributed in?

The dataset is distributed as ZIP containers organized by month. Inside each container, records are folders carrying a metadata.json file, an HTML primary document wrapped in an SGML <DOCUMENT> envelope, and where retained, a complete-submission TXT file. The full set of file types is HTML, JSON, and TXT.

How does Form 15F-12B differ from Form 25 and from the domestic Form 15?

Form 25 (Rule 12d2-2) is filed by the exchange (or sometimes the issuer) to handle the mechanical delisting and provisional Section 12(b) deregistration; Form 15F-12B is the issuer's own affirmative Rule 12h-6 certification that terminates Section 12(b) registration and immediately suspends 13(a)/15(d) reporting. Form 15 (filed under Rules 12g-4, 12h-3, or 15d-6) covers domestic U.S. issuers and FPIs not relying on Rule 12h-6 and turns on holder-count thresholds rather than the primary-foreign-market and trading-volume tests that drive Form 15F-12B.

How are amendments (15F-12B/A) handled in the dataset?

Amendments receive their own EDGAR accession numbers and therefore appear as independent records, not nested under the original filing. To reconstruct an amendment chain, join records on entities[*].cik and entities[*].fileNo, filter to formType values of 15F-12B and 15F-12B/A, and order by filedAt to determine supersession.