The Form CB Files Dataset is the EDGAR archive of cross-border tender offer, exchange offer, rights offering, and business combination notifications furnished to the SEC under the Tier I cross-border exemption. Each record corresponds to a single Form CB or Form CB/A submission accepted by EDGAR, identified by its 18-digit accession number, and packages the EDGAR submission header, the Form CB or CB/A cover document, and every EX-99.x exhibit carrying the home-jurisdiction disclosure materials. Filers are bidders, foreign private issuers conducting issuer self-tenders, target companies furnishing recommendations, and affiliates or financial intermediaries acting as the formal offeror in a Tier I-eligible transaction. The dataset begins in January 2002 — the first full years of routine EDGAR use of Form CB after the SEC's 1999 cross-border release — and is delivered as monthly ZIP containers under the path shape form-cb-files/{YYYY}/{YYYY-MM}.zip.
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The dataset captures every Form CB and Form CB/A submission accepted by EDGAR, packaged at the granularity of a single accession. Form CB is the SEC's "Tender Offer/Rights Offering Notification Form," issued under Rule 14d-1(c) and Rule 13e-4(h)(8) of the Exchange Act and Rules 801 and 802 of the Securities Act, within the Tier I cross-border exemption framework. It is a notification mechanism rather than a U.S.-style registration or full disclosure document: when an eligible cross-border transaction involves a foreign private issuer whose securities are held by less than 10 percent U.S. persons, the filer transmits Form CB to the Commission together with the disclosure materials disseminated under the home jurisdiction's rules, in lieu of preparing a U.S.-style offering document. Form CB/A is the amendment counterpart — it adds newly disseminated home-jurisdiction materials, corrects identification fields, or extends an exhibit chain over the life of a transaction.
A record materializes as one accession-numbered folder inside a monthly ZIP container, and the folder packages the complete machine-readable contents of the EDGAR submission: a single metadata.json describing the EDGAR header, the Form CB or CB/A cover document, and every exhibit document the filer transmitted to the Commission. A record therefore captures both the structured submission header (filer identity, subject identity, accession, document inventory, acceptance timing, jurisdictional codes, file numbers, tickers) and the underlying narrative and disclosure documents that constitute the substantive Tier I notification. The on-disk file mix is dominated by HTML cover and exhibit documents plus the JSON header, with TXT and PDF appearing intermittently when the filer chose to submit those formats.
A record is per-accession, not per-deal. A long-running cross-border transaction is represented as many separate records — one initial CB and a chain of CB/A amendments — each carrying its own accession number, its own folder, and its own incremental set of exhibits. Serial amendment chains for a single transaction can run to two or more dozen successive CB/A submissions, and exhibit numbering on those chains can climb into the EX-99.60s in multi-year combinations. Each amendment record contributes only the exhibits filed at that step, never the accumulated history.
A record is layered as follows, from outermost packaging to innermost narrative content:
metadata.json — exactly one structured header file per accession, mirroring the EDGAR submission header.EX-99.x files carrying the home-jurisdiction disclosure materials, predominantly HTML, occasionally TXT or PDF when the filer transmits those formats directly.<DOCUMENT> envelope before the inline <HTML> body, exposing <TYPE>, <SEQUENCE>, <FILENAME>, and (for exhibits) a <DESCRIPTION> line.metadata.jsonThe header file is the structured entry point for the record. Its consumer-facing fields are:
formType — the literal string "CB" for an original notification or "CB/A" for an amendment. Both coexist within the same monthly container.accessionNo — the SEC accession number in dashed form (e.g. "0001213900-25-090372"). The folder name is the same number with dashes removed.description — the human-readable form label, e.g. "Form CB - Tender Offer/Rights Offering Notification Form", suffixed with : [Amend] for CB/A.filedAt — ISO-8601 acceptance timestamp with the EDGAR Eastern-time offset (e.g. "2025-09-23T09:55:49-04:00").linkToFilingDetails, linkToTxt, linkToHtml — absolute SEC URLs to, respectively, the primary CB/CB-A HTML, the SGML "complete submission" .txt bundle, and the EDGAR filing-index page.linkToXbrl — empty string for every Form CB record.id — a 32-character hex hash that serves as a stable internal record identifier independent of the accession number.documentFormatFiles — an ordered array enumerating every file submitted to EDGAR for the accession, including ones the dataset deliberately omits from the ZIP (notably GRAPHIC images). Each entry exposes:
sequence — numeric position as a string ("1", "2", …); the trailing entry pointing at the SGML wrapper bundle uses a single-space " " sequence.documentUrl — absolute SEC URL to the file.description — filer-supplied free text ("FORM CB", "EXHIBIT 99.1", "NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS", …), occasionally truncated mid-word near 80 characters.type — the EDGAR document-type code ("CB", "CB/A", "EX-99.1" through "EX-99.68" and higher in long amendment chains, "GRAPHIC", or " " for the SGML wrapper itself).size — byte count as a string.entities — the canonical case is a two-object array, one tagged (Filed by) (the bidder, offeror, or subject company filing a Rule 14e-2(d) response) and one tagged (Subject) (the target). Per-entity fields include cik, companyName (with the (Filed by) / (Subject) role suffix embedded in the string), type (mirrors the top-level formType), irsNo, fiscalYearEnd, stateOfIncorporation as an EDGAR two-character code (e.g. A0 Alberta, A1 British Columbia, A6 Ontario, D5 Brazil, L6 Italy, M0 Japan), act (typically "34" on the Subject), fileNo (the 005- series SC TO file number, on the Subject), filmNo, sic when EDGAR captured an industry code, and tickers as an array when the issuer has U.S.-listed securities (examples include BRFS, MBRFY, MDIBY, MDIBF, BMDPF, PDA). For self-tender offers the same CIK appears in both entries.seriesAndClassesContractsInformation — empty array on Form CB; this section is reserved for investment-company filings.dataFiles — empty array on Form CB; the form has no XBRL or other structured data exhibits.documentFormatFiles is the only place where image exhibits surface. The dataset excludes binary image files (.jpg, .gif, .png) from the ZIP, so for image-heavy filings the manifest can list dozens more documents than are actually present on disk.
The primary HTML file (sequence 1, type: "CB" or "CB/A") is the SEC's standard cover form. It opens with the title block "UNITED STATES SECURITIES AND EXCHANGE COMMISSION / Washington, D.C. 20549 / Form CB" and the subtitle "TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM," then presents:
The cover form is short by design — typically a few pages of structured fields rather than narrative — and its informational role is to identify the parties, the rule basis, and the security at issue, while pointing to the exhibits for the substantive disclosure.
EX-99.x)The exhibits carry the actual disclosure substance. Under the Tier I exemption the filer transmits the disclosure documents that were disseminated in the home jurisdiction, and these populate the EX-99.x slots. Recurring exhibit archetypes include:
Exhibits may be in English, in the home-jurisdiction language, or bilingual. The descriptive label appears in two places: the manifest (documentFormatFiles[].description) and the SGML <DESCRIPTION> line inside the document itself; the in-document version is typically longer and not truncated.
Every extracted document is wrapped in EDGAR's SGML <DOCUMENT> envelope before the inline HTML body. The cover document carries <TYPE>CB (or CB/A), <SEQUENCE>1, and <FILENAME>. Exhibits carry <TYPE>EX-99.x, an incrementing <SEQUENCE>, <FILENAME>, and a <DESCRIPTION> line that often spans an entire descriptive sentence. Concretely, an exhibit document begins:
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<DOCUMENT>
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<TYPE>EX-99.63
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<SEQUENCE>2
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<FILENAME>ea025837701ex99-63_marfrig.htm
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<DESCRIPTION>JOINT MATERIAL FACT (FATO RELEVANTE) DISSEMINATED IN BRAZIL BY BRF AND MARFRIG ON SEPTEMBER 22, 2025
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<TEXT>
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<HTML>... (exhibit body) ...</HTML>
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</TEXT>
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</DOCUMENT>
The wrapper is preserved as-is on every extracted file, so consumers should expect to either skip past the SGML preamble before parsing the inline HTML or use it to recover <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> directly from the document.
A record includes:
metadata.json header for the accession.EX-99.x exhibit document submitted with the accession, in HTML and, occasionally, TXT or PDF form when the filer transmits those formats directly.<DOCUMENT> envelope around each extracted file, with its <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> tags intact.The file-types found in the dataset are HTML, JSON, TXT, and PDF.
.jpg, .gif, and .png files referenced in documentFormatFiles with type: "GRAPHIC" are intentionally omitted from the ZIP. They remain enumerated in the manifest with their original SEC URLs, so the count of documents listed in metadata.json regularly exceeds the count of files actually present in the folder. For image-heavy filings the discrepancy can be large (dozens of GRAPHIC entries with only a handful of HTML files on disk)..txt bundle — referenced by linkToTxt and listed in documentFormatFiles with the single-space " " sequence, but not extracted into the accession folder. The per-document SGML envelopes stand in for it at the document level.linkToXbrl is empty and dataFiles is an empty array.seriesAndClassesContractsInformation is empty, since Form CB is not a fund-product filing.The shape of a Form CB record varies along several axes that matter for interpretation and extraction:
metadata.json schema; they differ in formType, in the : [Amend] suffix on description, and in the way exhibit numbering is scoped (see below).EX-99.1. Amendment series, by contrast, continue an integer sequence across successive CB/A submissions for the same deal — exhibit numbers regularly climb into the EX-99.20s, EX-99.60s, or beyond in long-running cross-border combinations. Exhibit numbers should not be parsed from the filename; the authoritative source is documentFormatFiles[].type (and the SGML <TYPE> tag inside each document).ssNNNNNNN_cb.htm / ex99_N.htm, tmNNNNd_cba.htm / tmNNNNd_ex99-NN.htm, eaNNNNNNN-cbaNN_issuer.htm / eaNNNNNNN01ex99-NN_issuer.htm, and shorter forms such as oNNNNNNcb.htm). The accession folder name is the only stable record identifier.stateOfIncorporation codes span the full Tier I universe — Canadian provinces (A0 Alberta, A1 British Columbia, A6 Ontario), European jurisdictions (L6 Italy and others), Latin America (D5 Brazil), and Asia (M0 Japan) all appear. Tickers populate only when the subject has U.S.-listed securities (typically ADRs or dual listings).(Filed by) and one (Subject). In issuer self-tender offers the same CIK appears in both entity slots, and the role distinction is preserved only in the companyName suffix and the entity-array position.The dataset begins in January 2002, which corresponds to Form CB's electronic-filing lifetime on EDGAR — the form was adopted in the 1999 cross-border release (Release 33-7759) and migrated to electronic submission shortly thereafter. The cover form's structure has been essentially stable across the dataset's coverage window: the same five-checkbox rule block, the same identification fields (subject company, jurisdiction, person furnishing the form, class of securities, CUSIP, U.S. contact), the same furnished/filed indicator, and the same signature requirement. Refinements to the Tier I framework (notably the 2008 cross-border amendments in Release 33-8957) modified substantive eligibility and procedural rules but did not alter the cover form's field structure in a way that breaks record continuity. As a result, records from 2002 and records from the most recent month follow the same anatomical template: a CB or CB/A cover, an exhibit set carrying the home-jurisdiction documents, and an EDGAR header captured in metadata.json. Filing presentation has been HTML-based throughout the EDGAR era for this form, with occasional TXT and PDF exhibits when filers submit those formats directly.
entities[].fileNo, 005--prefixed), and ordering them by filedAt.documentFormatFiles[].type and the SGML <TYPE> tag are the canonical exhibit identifiers.documentFormatFiles lists every file the issuer submitted, but the ZIP intentionally drops GRAPHIC images. Code that walks the manifest must tolerate URLs without a corresponding on-disk file.<DOCUMENT>...<TEXT><HTML>...</HTML></TEXT></DOCUMENT> envelope around the body and either skip past it or use it to recover <TYPE>, <SEQUENCE>, <FILENAME>, and <DESCRIPTION> reliably.description field in documentFormatFiles is sometimes cut off near 80 characters; the in-document <DESCRIPTION> tag often carries a longer or differently-worded version and should be preferred when extracting exhibit titles.(Filed by) and (Subject), deduplication by CIK alone will lose the filer/subject distinction — preserve the role suffix on companyName or the entity-array position.description carries : [Amend] for any CB/A but does not number the amendment; ordering CB/A records within a deal requires sorting by filedAt or by the climbing EX-99.x integer sequence in the manifest.metadata.json and must be read from the cover document itself when that distinction matters.documentFormatFiles is ordered by EDGAR <SEQUENCE> rather than by exhibit number, so the cover (sequence 1) comes first and exhibits follow in the order the filer assembled them, not in numerical exhibit order; consumers needing exhibit-number ordering must re-sort by type.Each record in this dataset corresponds to a Form CB or Form CB/A submission furnished to EDGAR in connection with a cross-border tender offer, exchange offer, business combination, or rights offering involving the equity securities of a foreign private issuer with limited U.S. shareholder presence. Form CB is a notification and transmittal form: it delivers to the SEC the disclosure materials that the offeror, issuer, or subject company is already disseminating to security holders under the rules of a non-U.S. home jurisdiction. The filer is the party that would otherwise be subject to U.S. tender offer or Securities Act registration requirements but is relying on the Tier I cross-border exemption to use home-jurisdiction documents in lieu of full U.S.-style disclosure.
Depending on the transaction, the filer may be:
EDGAR Form CB submissions distinguish these actors through the (Filed by) and (Subject) designations. The "Filed by" entity is the party legally responsible for furnishing the form; the "Subject" entity is the foreign private issuer whose equity securities are the subject of the transaction. In a third-party tender offer, the two are different; in an issuer tender offer or a Rule 801 rights offering, they are typically the same.
Form CB exists to operationalize the SEC's Tier I cross-border exemptions, adopted in 1999 (effective January 24, 2000). Tier I relieves eligible transactions from most U.S. tender offer and Securities Act registration requirements provided the home-jurisdiction disclosure documents are furnished to the SEC. Five rules can trigger a Form CB filing:
When a transaction relies on any of these rules, the offeror, issuer, or subject company must furnish the corresponding home-jurisdiction disclosure documents on Form CB. The submission is furnished, not filed, which limits the document's status under Section 18 of the Exchange Act.
Tier I eligibility, and therefore Form CB eligibility, depends on a U.S. ownership cap. The subject company must be a foreign private issuer (Securities Act Rule 405; Exchange Act Rule 3b-4), and U.S. holders must hold no more than 10 percent of the class of securities that is the subject of the offer or transaction (i.e., U.S. ownership is less than or equal to 10%). The calculation is performed on a look-through basis as of a defined measurement date — generally the 30th day before commencement of a tender offer, or the 30th day before public announcement for a Rule 802 business combination — and looks through nominees in the United States, the issuer's jurisdiction of incorporation, and the primary trading market.
If U.S. ownership exceeds 10 percent but is no more than 40 percent, the transaction may instead qualify for Tier II relief, which provides only partial accommodation and does not permit use of Form CB; Tier II tender offers proceed on Schedule TO, and Tier II exchange offers proceed on a Securities Act registration statement. Above 40 percent, no cross-border relief is available and full U.S. compliance is required. Form CB therefore appears only at the Tier I end of the ownership spectrum.
A Form CB filing arises from one of the following Tier I-eligible transactions:
A single transaction can produce multiple Form CB submissions on EDGAR — for example, an initial Form CB from the bidder followed by a separate Form CB from the subject company conveying its board recommendation.
The triggering event is the publication or dissemination of the home-jurisdiction disclosure document to security holders, or its public release to a non-U.S. regulator or exchange. Form CB must be furnished to the SEC on the same business day that the disclosure document is published, sent, or otherwise made publicly available in the home jurisdiction (or, where same-day filing is not practicable, promptly thereafter). Each separately disseminated home-jurisdiction document — the offer document, supplements, board recommendation, revised terms — generally drives its own Form CB submission, timed to that publication.
The obligation is event-driven and tied to home-jurisdiction publication, not to a fixed U.S. calendar deadline. There is no periodic component: Form CB is purely transactional and does not recur in the absence of a cross-border offer or business combination.
A Form CB/A is furnished when previously furnished material is amended, supplemented, or corrected. Typical triggers:
The trigger for a CB/A is, again, the underlying home-jurisdiction publication event; the U.S. amendment is furnished promptly after the foreign disclosure step (typically the same business day).
A non-U.S. Form CB filer that is not already SEC-registered must concurrently appoint a U.S. agent for service of process by filing Form F-X. Form F-X is a one-time appointment (with amendments as needed) under which the foreign filer irrevocably consents to U.S. service of process for matters arising from the transaction. Foreign subject companies, foreign bidders, and foreign affiliate-offerors typically accompany their first Form CB with a Form F-X. Form F-X is not part of the Form CB record itself but is a structural prerequisite for the foreign filer to use EDGAR.
Form CB transmits, rather than duplicates, foreign regulatory disclosure. The attached document is, in substance, the same document the offeror or issuer is using to comply with the takeover, tender offer, exchange offer, or rights-offering rules of the relevant non-U.S. jurisdiction — for example, a U.K. Takeover Panel offer document, a Canadian take-over bid circular and directors' circular, an Australian bidder's statement and target's statement, a Japanese tender offer registration document, an EU Prospectus Regulation prospectus, or a scheme of arrangement court document. Form CB is therefore inherently dependent on a parallel home-jurisdiction filing; it is a recognition mechanism layered on top of foreign rules, not a standalone U.S. disclosure regime.
Form CB was created by the SEC's Cross-Border Tender and Exchange Offers, Business Combinations and Rights Offerings rulemaking (Release Nos. 33-7759 and 34-42054), adopted October 22, 1999 and effective January 24, 2000. That rulemaking introduced Tier I and Tier II, Securities Act Rules 801 and 802, and the Form CB notification requirement. There is no meaningful pre-EDGAR analog: prior cross-border transactions either complied fully with Schedule 14D-1, Rule 13e-4, or Securities Act registration, or relied on individual SEC exemptive orders. Mandatory electronic submission was phased in after adoption, and the earliest Form CB records in this dataset begin in January 2002, reflecting the first full years of routine EDGAR use of the form.
Form CB is uniquely defined by the simultaneous combination of a Tier I eligibility ceiling of 10 percent U.S. ownership in a foreign target, furnished rather than filed status, no Securities Act registration and no Schedule TO/14D-9/13E-3 obligation for the transmitted offer, home-jurisdiction accounting and disclosure standards rather than U.S. GAAP or IFRS-as-issued, and a payload dominated by unstructured foreign offer documents rather than U.S.-style item-by-item schedules. The most useful comparisons are with the regimes that apply when Tier I is unavailable, the companion form filed alongside Form CB, and the ongoing channel for foreign issuer disclosure.
Schedule TO (third-party and issuer tender offers). The default U.S. tender offer regime under Rules 14d-1 and 13e-4. Required whenever the Tier I exemption is unavailable — typically when U.S. ownership exceeds 10 percent or the target is not foreign-eligible. Tier II offers (U.S. ownership above 10 percent and up to 40 percent) still file on Schedule TO with limited accommodations.
Schedule TO-I and Schedule 13E-3 (issuer self-tenders and going-private). Schedule TO-I governs issuer buybacks; Schedule 13E-3 attaches when the transaction is a Rule 13e-3 going-private. A Tier I-eligible foreign issuer self-tender uses Form CB under Rule 13e-4(h)(8) and is exempt from the Schedule 13E-4 statement even when functionally taking the company private, because the home jurisdiction process governs. Outside Tier I, the foreign issuer files Schedule TO-I with full U.S. pricing, source-of-funds, and Rule 13e-3 analysis.
Schedule 14D-9 (target solicitation/recommendation). The target's response to a third-party Schedule TO. No 14D-9 equivalent exists under Tier I — the target's home jurisdiction response circular is simply furnished on Form CB by the subject company filer. 14D-9 imposes Section 18 liability and prescribed item disclosure; Form CB does not.
Form F-4 / Form S-4 (registered cross-border combinations). Securities Act registration statements when securities are issued as deal consideration — F-4 for foreign private issuers, S-4 for domestic. They are the registered alternative when stock consideration is offered to U.S. holders and Tier I is unavailable.
Form F-X (U.S. agent for service of process). An administrative one-page designation by a non-U.S. filer. Required to accompany a Form CB under Rule 14d-1(c) and Rule 13e-4(h)(8) when no F-X is already on file. F-X carries no transaction content and is a separate EDGAR submission with its own accession number, so the Form CB dataset will not contain the F-X document — researchers must join by filer CIK and date.
Form 6-K (foreign private issuer ongoing disclosure). The standing channel by which an FPI furnishes home jurisdiction material disclosures to the SEC. Both 6-K and Form CB are furnished, not filed, and both can transmit foreign documents — hence the confusion.
Schedules 13D and 13G (beneficial ownership above 5 percent). Apply only to Section 12-registered issuers. Often filed alongside, not instead of, Form CB when a bidder's stake crosses 5 percent in a Section 12-registered foreign target. They report position and intent in a structured item-by-item form; Form CB delivers the offer document. Many Form CB targets are not Section 12 registrants and have no Schedule 13D/Schedule 13G in the U.S. record at all.
Form 18-K (sovereign annual reports). Annual reporting by foreign governments and political subdivisions with registered debt. Shares only the categorical "non-U.S. filer" bucket with Form CB. Trigger (periodic, registered sovereign debt versus event-driven Tier I private transaction), filer population (sovereigns versus deal participants), and content (fiscal data versus offer materials) are entirely disjoint.
Schedule TO, Schedule TO-I, and F-4/S-4 are the regimes that apply when Form CB is unavailable; F-X and 6-K are companion channels, not substitutes; and 13D/13G and 18-K share only superficial proximity. None of these datasets reproduces Form CB's content because, by construction, they cover the transactions Tier I excludes.
Form CB is the EDGAR record of Tier I exempt cross-border tender, exchange, rights, and business-combination offers involving foreign private issuers. The audience is narrow and transactional: legal, compliance, deal, risk, and research professionals who need the cover form, the Tier I checkboxes, the (Filed by) / (Subject) entity tags, the home-jurisdiction code, and the EX-99 offer document in one place.
Lawyers structuring tender offers, exchange offers, issuer self-tenders, and rights offerings use the dataset as the precedent library for Rule 14d-1(c) and Rule 13e-4(h)(8) practice. They pull the cover page Tier I checkbox to confirm transaction type, the (Subject) entity block for class of securities and home jurisdiction, and the EX-99 offer-to-purchase to model translation, U.S. legend, and procedural carve-outs (withdrawal rights, subsequent offering periods, mix-and-match consideration). Form CB/A amendments support tracking of price bumps and term extensions for submission letters and eligibility memos.
Compliance teams supporting cross-border ECM and M&A desks at investment banks use the dataset to clear new mandates against Tier I precedent. They key on metadata.json filer CIK, filing date, and form type, and on the cover-page checkbox indicating tender offer, rights offering, or business combination. Outputs feed U.S. ownership threshold analyses and pre-launch decisions on whether a transaction can rely on Form CB furnishing rather than full Schedule TO or Form S-4 registration.
Analysts building structured deal feeds parse Form CB to capture (Filed by) and (Subject) identities, jurisdictional codes, security class, and offer consideration disclosed in EX-99. The dataset closes the gap left by Schedule TO and 13E-3 pipelines, ensuring Tier I deals appear in cross-border league tables, advisory mandate counts, and sector transaction histories.
Merger-arb analysts use Form CB as the trigger that a foreign offer touching a dual-listed target or ADR is live under Tier I. They mine EX-99 for tender price, minimum acceptance, expiration, withdrawal rights, financing conditions, and regulatory contingencies, and watch CB/A for revised terms or counter-bids. The data feeds spread models and timing assumptions for U.S.-listed lines and ADRs.
Researchers studying cross-border takeover regimes and the Tier I/Tier II framework treat the dataset as a sample of post-2000 foreign offers reaching U.S. holders. Metadata supplies filing dates, filer identities, and amendment chains; EX-99 supplies home-country disclosure standards. Common outputs: studies of bid premia by jurisdiction, frequency of two-tier offers, and substitution between Tier I and full U.S. registration.
Financial-crime and country-risk teams at banks, custodians, and regulated funds screen Form CB to flag bidders or targets in higher-risk jurisdictions. They use (Filed by) / (Subject) identifiers in metadata.json, the home-jurisdiction code on the cover, and the parties named in the offer document for onboarding reviews, beneficial-ownership tracing, and watchlist updates after a cross-border combination.
IR and corp-dev teams at foreign private issuers and prospective bidders use the dataset to benchmark peer Tier I deals. They review cover pages and EX-99 offer documents for offer premia, conditions, governance representations, and shareholder communications used by comparable issuers in the same jurisdiction or sector, feeding board materials and pre-announcement positioning.
Dispute counsel and experts in cross-border takeover, appraisal, and disclosure cases mine EX-99 offer documents and supplementary materials sent to foreign holders to compare how peer offers framed material risks, related-party terms, and minority squeeze-out mechanics. The dataset supports expert reports on industry custom and the comparability of foreign and U.S. procedural protections.
Engineers building cross-border M&A pipelines and retrieval systems for securities-law research treat the corpus as JSON metadata plus HTML/PDF exhibits with consistent (Filed by) / (Subject) tagging and CB/A linkage. Typical builds: tender-offer entity extraction, jurisdiction tagging from cover-page codes, deal-event classification, and grounded Q&A keyed to EX-99 text.
Reporters covering cross-border activity use Form CB to surface deals that bypass full U.S. proxy or registration trails but still affect ADR holders. Filing dates, (Subject) identities, and EX-99 text confirm launch dates, terms, and target jurisdictions for deal trackers and follow-up coverage on contested or politically sensitive bids.
The Form CB Files Dataset supports a small set of concrete cross-border workflows that depend on its specific structure: the Tier I rule checkbox on the cover, the (Filed by) / (Subject) entity tagging in metadata.json, the stateOfIncorporation code, the EX-99.x exhibit chain, and the CB/A amendment series joined by SC TO fileNo.
Question: what does the complete disclosure history of a long-running cross-border tender or exchange offer look like? Workflow: group records by subject CIK plus filer CIK plus the 005--prefixed fileNo carried on the (Subject) entity, then order the chain by filedAt. The original CB plus its CB/A amendments are stitched into a single deal-level timeline, with the climbing EX-99.x integer in documentFormatFiles[].type confirming amendment order. Output: a deal-level table feeding M&A league tables, advisory mandate counts, and price-bump or extension chronologies that Schedule TO and 13E-3 pipelines miss.
Question: which cross-border transactions rely on each Tier I track (Rule 801 rights, Rule 802 exchange, Rule 13e-4(h)(8) issuer tender, Rule 14d-1(c) third-party, Rule 14e-2(d) subject response)? Workflow: parse the five-checkbox block on the CB cover document to label each accession by rule basis, join with the stateOfIncorporation code on the (Subject) entity, and bucket by sector via sic. Output: a precedent library for cross-border counsel — for example, all Rule 802 Brazilian (D5) exchange offers in the last decade, with links to their offering circulars and letters of transmittal in EX-99.
Question: when does a Tier I offer touch a U.S.-listed line and what are its terms? Workflow: filter metadata.json records whose (Subject) entity carries a non-empty tickers array (e.g. BRFS, MBRFY, MDIBY), trigger ingestion of the EX-99 offer-to-purchase or scheme booklet, and extract tender price, minimum acceptance, expiration, withdrawal rights, and financing conditions. CB/A records flagged by the : [Amend] suffix on description then drive revised-terms alerts. Output: deal-spread models, timing assumptions, and counter-bid alerts for risk-arbitrage desks on ADR and dual-listed lines.
Question: do any current Tier I transactions involve parties in higher-risk jurisdictions or sanctioned sectors? Workflow: scan entities[].stateOfIncorporation (Canadian provinces A0/A1/A6, Italy L6, Brazil D5, Japan M0, etc.) and entities[].cik/companyName for (Filed by) and (Subject) roles, cross-reference against internal watchlists, then read EX-99 cautionary language and party rosters for additional named parties. Output: onboarding decisions, beneficial-ownership traces, and post-deal watchlist updates for AML and country-risk teams.
Question: which Tier I records are issuer self-tenders versus third-party bids? Workflow: detect cases where the same CIK appears in both entities[] slots (collapsed two-entity model), confirmed by the Rule 13e-4(h)(8) checkbox on the cover, and contrast with two-distinct-CIK records where Rule 14d-1(c) is checked. Preserve the (Filed by) / (Subject) role suffix on companyName to keep the distinction after CIK deduplication. Output: clean splits feeding buyback-vs-acquisition analytics, going-private studies (Tier I-eligible self-tenders are exempt from Schedule 13E-3), and corp-dev benchmarking against jurisdiction-matched peers.
Question: how can cross-border offer terms be queried in natural language across years of filings? Workflow: walk documentFormatFiles, skip GRAPHIC entries that the ZIP intentionally omits, parse past the SGML <DOCUMENT> envelope on each EX-99 file, and use the in-document <DESCRIPTION> line (less truncated than the manifest copy) to label chunks by exhibit archetype — offering circular, letter of transmittal, fato relevante, EGM notice, board recommendation. Tag each chunk with rule basis from the cover, jurisdiction code, and (Filed by)/(Subject) CIKs. Output: a grounded RAG index for tender-offer entity extraction, deal-event classification, and Q&A on minority squeeze-out mechanics, withdrawal rights, and Tier I disclaimer language.
The Form CB Files Dataset is delivered as monthly ZIP containers covering filings from January 2002 onward. The dataset can be accessed in three ways: a metadata index endpoint, a full archive download, and individual monthly container downloads.
Dataset Index JSON API: https://api.sec-api.io/datasets/form-cb-files.json
Returns dataset-level metadata (name, description, last updated timestamp, earliest sample date, total record count, total compressed size, covered form types, container format, and file types) along with the download URL for the entire dataset and a list of all monthly containers. Each container entry includes its key, size, record count, last updated timestamp, and direct download URL. Poll this endpoint to detect which monthly containers were refreshed in the latest run and download only those that changed for incremental updates. This endpoint does not require an API key.
Example response:
1
{
2
"datasetId": "1f13365b-9ae0-6950-8a07-5606dfe8f16d",
3
"datasetDownloadUrl": "https://api.sec-api.io/datasets/form-cb-files.zip",
4
"name": "Form CB Files Dataset",
5
"updatedAt": "2026-05-07T02:50:03.436Z",
6
"earliestSampleDate": "2002-01-01",
7
"totalRecords": 8431,
8
"totalSize": 596690914,
9
"formTypes": ["CB", "CB/A"],
10
"containerFormat": "ZIP",
11
"fileTypes": ["HTML", "JSON", "TXT", "PDF"],
12
"containers": [
13
{
14
"downloadUrl": "https://api.sec-api.io/datasets/form-cb-files/2026/2026-05.zip",
15
"key": "2026/2026-05.zip",
16
"size": 1843221,
17
"records": 12,
18
"updatedAt": "2026-05-07T02:50:03.436Z"
19
}
20
]
21
}
Download Entire Dataset: https://api.sec-api.io/datasets/form-cb-files.zip?token=YOUR_API_KEY
Downloads the complete dataset as a single ZIP archive containing every monthly container. Use this for one-time bulk loads or full re-syncs. This endpoint requires an API key.
Download Single Container: https://api.sec-api.io/datasets/form-cb-files/2026/2026-05.zip?token=YOUR_API_KEY
Downloads a single monthly container ZIP, organized by year and month under form-cb-files/{YYYY}/{YYYY-MM}.zip. This is the recommended approach for incremental updates: query the index JSON, compare each container's updatedAt against your local copy, and fetch only the months that changed. This endpoint requires an API key.
The dataset covers Form CB (the SEC's "Tender Offer/Rights Offering Notification Form") and Form CB/A (its amendment counterpart). Both formType values coexist within the same monthly container, and amendments share the identical folder layout and metadata.json schema as originals.
One record corresponds to a single Form CB or Form CB/A submission accepted by EDGAR, identified by its 18-digit accession number. The record materializes as one accession-numbered folder containing a metadata.json header, the Form CB or CB/A cover document, and every EX-99.x exhibit transmitted with the accession. Records are per-accession, not per-deal — a long-running cross-border transaction produces one initial CB plus a chain of CB/A amendments, each as a separate record.
Form CB is furnished by parties relying on the Tier I cross-border exemption: third-party bidders in tender or exchange offers (Rule 14d-1(c)), foreign private issuers conducting issuer self-tenders (Rule 13e-4(h)(8)), subject companies furnishing recommendations (Rule 14e-2(d)), and foreign issuers or affiliates conducting rights offerings (Rule 801) or exchange offers and business combinations (Rule 802). Eligibility requires that U.S. holders own no more than 10 percent of the class of securities at issue.
Form CB must be furnished to the SEC on the same business day that the home-jurisdiction disclosure document is published, sent, or otherwise made publicly available — or, where same-day filing is not practicable, promptly thereafter. The obligation is event-driven and tied to home-jurisdiction publication, not to a fixed U.S. calendar deadline; there is no periodic component.
The dataset begins in January 2002, reflecting the first full years of routine EDGAR use of Form CB after the SEC's 1999 cross-border release (Release 33-7759) introduced the form. The cover form's structure has been essentially stable across the coverage window, so records from 2002 and records from the most recent month follow the same anatomical template.
The dataset is delivered as monthly ZIP containers under the path shape form-cb-files/{YYYY}/{YYYY-MM}.zip. On disk the file mix is dominated by HTML cover and exhibit documents plus the JSON header, with TXT and PDF appearing intermittently when the filer chose to submit those formats. Binary image graphics referenced as GRAPHIC in the manifest are intentionally omitted from the ZIP.
Schedule TO is the default U.S. tender offer regime under Rules 14d-1 and 13e-4 and is required whenever the Tier I exemption is unavailable — typically when U.S. ownership exceeds 10 percent or the target is not a foreign private issuer. Schedule TO is filed with full Section 18 liability and carries comprehensive U.S.-style disclosure (offer terms, source of funds, financial statements, Item 1011 exhibits), whereas Form CB is furnished and primarily transmits the home-jurisdiction document plus a short cover-page identification.
Form 6-K is the standing channel by which a foreign private issuer furnishes home-jurisdiction material disclosures to the SEC on a continuous, event-agnostic basis, and is filed by the FPI itself. Form CB is transaction-specific and triggered only by a Tier I-eligible cross-border tender offer, business combination, or rights offering, and may be filed by a bidder or offeror that need not be an FPI or even an SEC registrant. Both are furnished rather than filed, but only Form CB invokes the Tier I exemption from Schedule TO or Securities Act registration.