Form F-7 Files Dataset

The Form F-7 Files Dataset is a structured corpus of SEC EDGAR registration statements filed on Form F-7 and Form F-7/A by Canadian issuers under the U.S.–Canada Multijurisdictional Disclosure System (MJDS) to register securities issuable on the exercise of rights granted to existing securityholders. Each record represents one complete EDGAR submission — an initial F-7 registration statement or a pre- or post-effective F-7/A amendment — packaged as an accession-numbered folder containing a structured metadata.json envelope, the primary registration document, and every textual Exhibit 99 attachment from the original filing. The filer is always the qualifying Canadian issuer running a rights offering pro rata to existing holders for cash. The dataset's earliest sample is dated February 1, 2002, reflecting EDGAR's electronic-filing mandate for foreign private issuers, and continues through the most recent monthly refresh, with monthly ZIP containers and a JSON index endpoint for incremental syncing.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset captures the complete textual content of every Form F-7 and Form F-7/A submission filed on EDGAR from February 2002 to the present. The underlying filing is a short-form Securities Act of 1933 registration statement created exclusively for MJDS and available only to a Canadian issuer that (i) is incorporated or organized under Canadian federal or provincial law, (ii) has the requisite Canadian reporting and listing history, and (iii) is registering securities to be offered for cash upon the exercise of rights granted on a per-securityholder basis to existing securityholders. Form F-7/A is the amendment counterpart, filed against the same SEC file number to update, correct, or supplement a previously filed registration statement.

Because MJDS allows a qualifying Canadian issuer to satisfy SEC registration largely by reference to home-jurisdiction disclosure, the body of a Form F-7 is materially shorter and structurally different from a domestic S-1 or a non-MJDS F-1: there is no parallel U.S.-style narrative prospectus, no Item-by-Item U.S. disclosure regime keyed to Regulation S-K, and no Regulation S-X financial-statement regime. Instead, the SEC filing wraps the Canadian rights-offering circular or short-form prospectus that the issuer is using in its home jurisdiction, supplemented only by the cover-page disclosures, signatures, consents, undertakings, and exhibits that the SEC's Form F-7 instructions specifically require. The wrapped Canadian prospectus is filed under cover of Form F-7 and is the document the SEC reviews for adequacy under MJDS.

The dataset is distributed as monthly ZIP containers. The file types present in the dataset are HTML, JSON, and TXT; HTML dominates, with TXT appearing occasionally for plain-text exhibits or older text-formatted documents. Image files (EDGAR GRAPHIC documents) are deliberately excluded.

Content Structure of a Single Record

A single record in the Form F-7 Files Dataset is one complete EDGAR submission filed under form type F-7 or F-7/A, identified by its 18-digit accession number. Inside the dataset's monthly ZIP containers, each record materializes as a dedicated accession folder whose name is the EDGAR accession number with hyphens stripped — for example, accession 0001654954-22-014452 becomes the folder 000165495422014452. That folder holds the textual content of the original submission — the primary registration document and its textual exhibits, plus a structured metadata.json envelope — with one deliberate exclusion: image files (EDGAR GRAPHIC documents such as JPG and GIF assets) are dropped from the package.

The record unit is a filing, not an issuer, not an offering, and not an individual exhibit. Both initial Form F-7 registration statements and their Form F-7/A amendments are stored as independent accession-level records; multiple amendments to the same offering appear as multiple records, each with its own accession number, filing timestamp, and document set. Records belonging to the same offering are linked through the shared SEC file number (fileNo, e.g. 333-268078) carried in metadata.json.

Each accession folder is flat (no nested subdirectories) and contains three classes of artifact:

1. metadata.json — a single JSON object capturing filing-level identifiers, timestamps, EDGAR links, document inventory, and entity (filer) attributes parsed from the EDGAR submission header.
2. The primary registration document — one HTML file representing the Form F-7 itself, carrying EDGAR's <TYPE>F-7 (or F-7/A) declaration, sequence 1, and a FORM F-7 description.
3. Zero or more exhibit documents — additional HTML (occasionally TXT) files, each declared under EDGAR's Exhibit 99 series (<TYPE>EX-99), with descriptions such as EXHIBIT 99.1, EXHIBIT 99.7, etc.

The EDGAR SGML document envelope

Every document file in the folder, whether the primary form or an exhibit, is not a clean standalone HTML file. Each one opens with EDGAR's submission-level SGML document header, which precedes the inner HTML body. A representative envelope reads:

          1
          <DOCUMENT>
        

          2
          <TYPE>EX-99
        

          3
          <SEQUENCE>2
        

          4
          <FILENAME>nsfdf_ex997.htm
        

          5
          <DESCRIPTION>EXHIBIT 99.7
        

          6
          <TEXT>
        

          7
          <html><head><title>nsfdf_ex997.htm</title>... </html>
        

          8
          </TEXT>
        

          9
          </DOCUMENT>
        

The envelope tags are SGML, not XML, and are unclosed in the header (only <TEXT>...</TEXT> and <DOCUMENT>...</DOCUMENT> are paired). Consumers must strip or skip the <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> lines before passing the residual content to an HTML parser. The primary document follows the same template with <TYPE>F-7 (or F-7/A), <SEQUENCE>1, and <DESCRIPTION>FORM F-7.

This envelope is a per-document slice of the broader complete-submission .txt (the concatenated SGML file that EDGAR builds for the whole submission). The dataset preserves the per-document slices but does not package the aggregated .txt.

The metadata.json object

The metadata file is a single JSON object with a stable set of top-level fields, populated from the EDGAR submission header:

• formType — either F-7 or F-7/A.
• accessionNo — the hyphenated EDGAR accession (the folder name is the dash-stripped form of this string).
• filedAt — ISO-8601 timestamp with timezone offset capturing the EDGAR acceptance time.
• description — the human-readable form description, e.g. "Form F-7 - Registration statement for securities of certain Canadian issuers offered for cash upon the exercise of rights granted to existing security holders".
• linkToFilingDetails — URL to the primary HTML document on sec.gov/Archives/edgar/....
• linkToTxt — URL to the complete-submission text file on EDGAR.
• linkToHtml — URL to the EDGAR filing-index page (...-index.htm).
• linkToXbrl — empty string for F-7 filings.
• id — an internal MD5-style identifier for the record.
• documentFormatFiles — array of document descriptors (see below).
• entities — array of filer-entity objects (see below).
• seriesAndClassesContractsInformation — empty array for F-7 records.
• dataFiles — empty array for F-7 records.

documentFormatFiles[]

One element per document referenced in the original EDGAR submission, regardless of whether that document is physically packaged in the ZIP. Each element typically carries:

• sequence — the document's sequence number as a string ("1", "2", ...); the complete-submission TXT carries a single-space sequence.
• type — the EDGAR document type, e.g. F-7, EX-99, GRAPHIC, or a single space for the complete-submission TXT.
• description — a free-text label such as FORM F-7, EXHIBIT 99.7, GRAPHIC, or Complete submission text file.
• documentUrl — the canonical sec.gov/Archives/edgar/data/<cik>/<accNoNoDashes>/<filename> URL.
• size — the byte size of the document, expressed as a decimal string.

The array is the authoritative inventory of the original EDGAR submission, so it includes URLs for GRAPHIC images and the complete-submission TXT even though those files are not stored inside the ZIP. The HTML/TXT documents that are packaged correspond one-to-one with the non-GRAPHIC, non-TXT-aggregator entries.

entities[]

One object per filing entity. For Form F-7 the array typically contains a single filer object describing the Canadian issuer. Notable fields include companyName (the role suffix (Filer) is appended to the issuer name, e.g. "NXT Energy Solutions Inc. (Filer)"), cik, irsNo (frequently absent or non-numeric for Canadian issuers without a U.S. EIN), fileNo (the SEC file number assigned to the offering, e.g. 333-268078), filmNo (EDGAR film number), sic (numeric SIC code together with its label, with HTML-entity encoding such as & preserved verbatim), stateOfIncorporation (an EDGAR jurisdiction code; Canadian-province codes such as A0 for Alberta, A1 for British Columbia, A6 for Ontario dominate the dataset, consistent with MJDS eligibility), fiscalYearEnd (MMDD), act ("33", the Securities Act of 1933), type (echoing the form type), and tickers (array of trading symbols).

The primary F-7 document

The primary HTML document is the registration statement itself. After the SGML envelope, the inner HTML opens with the standard SEC cover-page boilerplate: the as-filed line "As filed with the Securities and Exchange Commission on <date>", the Registration No. 333-[•] placeholder or assigned number, the UNITED STATES SECURITIES AND EXCHANGE COMMISSION heading, the form title Form F-7, and the REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 line. This is followed by a compact registrant-identification block — typically rendered as a three-cell table — containing the issuer's exact legal name, jurisdiction of incorporation, primary SIC code, and IRS Employer Identification Number (often None for Canadian issuers). Subsequent blocks present the principal-executive-office address, the U.S. agent for service of process (commonly a corporate-services firm such as DL Services Inc. or CT Corporation), and Canadian and U.S. counsel contact information.

The body that follows is, by MJDS design, abbreviated. Rather than restating disclosure under Regulation S-K, Form F-7 instructs the issuer to deliver, as the prospectus, the rights-offering disclosure document prepared in accordance with Canadian securities laws. The primary HTML therefore typically contains:

• the calculation-of-registration-fee table (Table 1 / fee table);
• a cross-reference sheet keyed to the items of Form F-7, mapping each item to the location of the responsive disclosure in the Canadian prospectus;
• Part II of the registration statement (information not required to be delivered to offerees), including indemnification disclosure, recent sales of unregistered securities where applicable, and the Form F-7 exhibit list;
• the undertakings required by Form F-7;
• the consent to service of process (Form F-X is filed separately, but its identification appears here);
• the signature pages, signed by the issuer's authorized officer, principal executive officer, principal financial officer, principal accounting officer, a majority of the directors, and the U.S. authorized representative.

The substantive offering disclosure — terms of the rights, record date, subscription price, expiration, dilution, use of proceeds, and any incorporated financial statements — does not live in the primary F-7 HTML. It lives in the Canadian prospectus, which is reproduced as an exhibit.

Exhibits

Exhibit content is the heart of a Form F-7 record. Under the form's exhibit instructions, the registrant attaches the home-jurisdiction prospectus or rights-offering circular, the rights agreement and any related underwriting, agency, or dealer-manager agreements, opinions of Canadian counsel as to the legality of the securities being offered, consents of auditors and other experts named in the prospectus (frequently including the issuer's Canadian auditor and any reserves engineer or other expert), powers of attorney, and any other documents the form expressly enumerates.

EDGAR catalogues these uniformly under the Exhibit 99 series — its catch-all exhibit type for foreign-private-issuer and MJDS filings — with <TYPE>EX-99 in the SGML wrapper and descriptions such as EXHIBIT 99.1, EXHIBIT 99.7, etc. The Exhibit 99 numbering on Form F-7 follows the SEC's Form F-7 exhibit table and differs from the Item 601 numbering used on domestic forms; consumers should map exhibit numbers using the Form F-7 instructions rather than Regulation S-K conventions.

Filenames follow EDGAR filer conventions of an issuer/ticker stem, an underscore, and a suffix encoding the document role, with the dot stripped from the exhibit number — for example, Exhibit 99.7 typically appears as <stem>_ex997.htm (e.g. nsfdf_ex997.htm), and the primary document as <stem>_f7.htm. Filename conventions are filer-driven and not normative; the authoritative document type lives in the SGML <TYPE> header and in documentFormatFiles[].type, not in the filename.

Included content

Each record packages:

• the full filing-level metadata (metadata.json);
• the primary Form F-7 or F-7/A registration document as wrapped HTML; and
• every textual and HTML exhibit that was part of the original EDGAR submission, each in its SGML envelope.

Excluded or separate content

Image files (EDGAR GRAPHIC documents — typically JPGs and GIFs embedded in the prospectus or exhibits, including issuer logos, signature graphics, charts, and maps) are intentionally excluded from the dataset's ZIPs. They remain enumerated inside metadata.json under documentFormatFiles[] with their original documentUrls pointing back to EDGAR, but the binary image payloads are not packaged. As a result, <img src="..."> references inside exhibit HTML will not resolve locally and must be re-fetched from EDGAR if needed. The complete-submission .txt aggregator (the concatenated SGML submission used by EDGAR for the whole filing) is similarly listed in documentFormatFiles[] but not stored inside the per-accession folder, since the per-document SGML slices already preserve the same content.

Form F-X (the appointment of agent for service of process that every MJDS filer must file alongside an F-7) is a separate EDGAR submission with its own accession number and form type and is therefore not part of an F-7 record; the F-7 references it but does not contain it.

How F-7/A amendments relate to original filings

A Form F-7/A is structurally a self-contained record packaged identically to an initial F-7: its accession folder holds its own metadata.json, its own primary HTML document with <TYPE>F-7/A, and the full set of exhibits as filed in the amendment. Amendments share the SEC file number (fileNo) of the original registration, which provides the linkage across records, but no cross-record document deduplication is performed at the dataset level — exhibits resubmitted in an amendment appear in full inside the amendment folder, even if substantively unchanged from the original. The formType, description, and filedAt timestamp are the principal signals that distinguish an amendment from the original; longitudinal analysis of a single offering requires grouping records on entities[].fileNo and ordering by filedAt.

Stability over time

The Multijurisdictional Disclosure System and the Form F-7 instructions have remained substantively stable since the form's adoption, and the dataset's coverage from February 2002 to present sits entirely within the EDGAR HTML era. Consequently, the record anatomy described above — SGML-wrapped HTML primary document and EX-99 exhibits, accompanied by the metadata.json envelope — has held steady across the entire time range. The most visible variation across years is editorial: filer-specific differences in cover-page layout, the choice to file the Canadian prospectus as a single Exhibit 99 versus splitting it into multiple sub-exhibits (e.g. EX-99.1 for the prospectus and EX-99.2 through EX-99.n for incorporated documents and consents), and the inclusion or omission of optional consents, powers of attorney, and rights-agent agreements depending on the issuer's circumstances.

Interpretation notes

• The SGML envelope wrapping every document means that naive HTML parsers will encounter the <DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, and <TEXT> tags before the first <html> tag; these must be stripped or skipped to obtain a clean HTML body. The closing </TEXT> and </DOCUMENT> tags trail the inner </html>.
• documentFormatFiles[] is the authoritative inventory of the original EDGAR submission, not of the dataset folder; reconciling it against the files actually present requires filtering out GRAPHIC types and the complete-submission TXT (the entry whose sequence is a single space).
• The Exhibit 99 numbering on Form F-7 follows the SEC's Form F-7 exhibit table, which differs from Item 601's numbering used on domestic forms; map exhibit numbers using the Form F-7 instructions rather than S-K conventions.
• Because Form F-7 incorporates the Canadian prospectus by exhibit rather than rewriting it for U.S. disclosure, substantive offering content (terms of the rights, record date, subscription price, expiration, dilution, use of proceeds, financial statements) must be extracted from the Exhibit 99 documents, not from the primary F-7 HTML. The cross-reference sheet inside the primary F-7 is the canonical map from Form F-7 items to locations within the Canadian prospectus.
• HTML-entity encoding inside metadata.json text values (e.g. & in the sic label) is preserved verbatim and must be decoded by consumers before display.
• Filer-side filename conventions (<stem>_f7.htm, <stem>_ex<digits>.htm) are common but not guaranteed; the SGML <TYPE> header and documentFormatFiles[].type are the reliable type signals.
• F-7/A amendments are independent records packaged identically to originals; cross-filing offering-level analysis requires grouping by fileNo and ordering by filedAt.

Who Files or Publishes This Dataset, and When

The filer is always the Canadian issuer registering the U.S. portion of a rights offering directed at its existing securityholders. Each record is either a Form F-7 (initial registration statement under the Securities Act of 1933) or a Form F-7/A (pre- or post-effective amendment to such a registration statement) filed on EDGAR by that issuer. Underwriters, dealer-managers, soliciting dealers, and standby purchasers are not filers on Form F-7. They may be named in the Canadian prospectus that serves as the disclosure document, but the registrant on the cover page is the issuer alone.

Filer eligibility under the MJDS

Form F-7 is available only to issuers that meet the eligibility conditions in General Instruction I to the form, which implements the U.S.–Canada Multijurisdictional Disclosure System adopted in Securities Act Release No. 33-6902 (1991). To file, the issuer must:

• be incorporated or organized under the laws of Canada or any Canadian province or territory;
• be a foreign private issuer as defined in Rule 405 under the Securities Act, or a Canadian Crown corporation;
• have had a class of its securities listed on the Toronto Stock Exchange, the TSX Venture Exchange, or another specified Canadian stock exchange that is a "qualifying" exchange under the form, for the 12 calendar months immediately before filing;
• have been subject to the continuous disclosure requirements of any securities commission or equivalent regulatory authority in Canada for at least 36 calendar months and be currently in compliance with those obligations; and
• offer the rights, and the securities issuable on exercise, to existing securityholders on terms that do not discriminate between U.S. and non-U.S. holders, with the offering made concurrently in Canada.

An issuer that fails any of these tests cannot register on Form F-7 and must use Form F-1, Form F-3, or, if MJDS-eligible for other transactions, Form F-10.

Transactional trigger

The triggering event is a rights offering by a qualifying Canadian issuer to its existing securityholders, with the rights and the underlying securities offered for cash. The form covers the rights themselves and the securities issuable on their exercise. The trigger is narrow:

• the offering must be a rights offering pro rata to existing holders as of a record date set by the issuer, not a primary cash offering, secondary offering, exchange offer, business combination, or shelf takedown;
• exercise consideration must be cash;
• U.S. holders must receive the offering on terms no less favorable than Canadian holders; and
• the issuer must be conducting the offering concurrently in Canada under a Canadian prospectus cleared by the relevant provincial regulator(s).

Where these conditions are met, the Canadian (long-form or short-form) prospectus serves as the substantive disclosure document, with only a U.S. wrap, fee table, exhibits, and required consents added on the U.S. side.

Effectiveness timing under Rule 467

Effectiveness is governed by Rule 467 under the Securities Act, which is the MJDS-specific timing rule:

• Rule 467(a) provides that an MJDS registration statement (including Form F-7) becomes effective on the date and at the time the registrant determines, provided the SEC has not entered a stop or refusal order, allowing the issuer to align U.S. effectiveness with the issuance of the Canadian final receipt.
• Rule 467(b) permits immediate effectiveness on filing for a registration statement (or amendment) that the Canadian principal regulator has cleared by issuance of a receipt for the final prospectus, if specified conditions are satisfied.

The result is that U.S. effectiveness is keyed to the Canadian clearance, not to an independent SEC review. The SEC does not perform a substantive line-by-line review of the disclosure; the principal Canadian regulator (for example, the Ontario Securities Commission or the Autorité des marchés financiers) handles that review under Canada's passport system. The SEC retains authority to issue stop orders and to enforce U.S. antifraud and signature/agent-for-service requirements.

A separate Form F-X must be on file (or filed concurrently) appointing a U.S. agent for service of process and consenting to U.S. jurisdiction; F-X is a related but distinct submission and does not itself appear in the F-7 dataset.

When a Form F-7/A is filed

A Form F-7/A is always tied to a prior F-7 for the same offering and inherits the original eligibility determination. Common triggers:

• amendments to the Canadian preliminary or final prospectus during provincial review that must be carried over to EDGAR;
• updates to pricing, subscription ratio, record date, or expiry of the rights;
• refreshed auditor or expert consents, revised fee table, or added exhibits;
• pre-effective amendments to cure deficiencies identified by the SEC or the Canadian regulator; and
• post-effective amendments reflecting material changes during the subscription period.

The amendment cadence therefore tracks the Canadian prospectus amendment cadence plus any post-effective developments.

Important distinctions

• Form F-7 vs. Form F-10: F-10 is the MJDS form for general primary offerings (including underwritten cash offerings) by larger Canadian issuers; F-7 is reserved for rights offerings to existing holders.
• Form F-7 vs. Form F-8 / Form F-80: F-8 and F-80 are MJDS forms for business combinations and exchange offers; F-7 cannot be used for those transactions.
• Form F-7 vs. Form F-1 / F-3 / S-1: a Canadian issuer that is not MJDS-eligible (for example, due to insufficient listing or reporting history, or loss of foreign private issuer status) must register a rights offering on Form F-1 or, if eligible, F-3; a U.S. domestic issuer uses S-1 or S-3.
• Standby commitments: where a U.S. underwriter takes a standby commitment for unsubscribed rights, F-7 may be unavailable for the underwritten portion, and the issuer typically registers on Form F-10 or Form F-1.
• A Canadian Crown corporation may qualify under the alternative eligibility track in the General Instructions even if it is not strictly a foreign private issuer.
• Dataset coverage from February 2002 reflects the EDGAR mandate for foreign private issuers filings; earlier MJDS rights offerings filed in paper are not in the electronic record. The MJDS, and Form F-7 itself, has existed since 1991.

How This Dataset Differs From Similar Datasets or Filings

Form F-7 occupies a narrow corner of SEC registration practice: MJDS, which lets eligible Canadian issuers satisfy U.S. registration largely by filing their Canadian prospectus on EDGAR. Because MJDS is segmented by transaction type, the closest comparators are the other MJDS forms (F-8, F-9, F-10, F-80, F-X), followed by non-MJDS foreign private issuer registrations (F-1, F-3), the domestic baseline (S-1), and the tender-offer regime under Schedule TO-T. Distinctions turn on three axes: transaction trigger, issuer eligibility, and whether the disclosure document originates as a Canadian prospectus or an SEC-style filing.

Form F-8 — MJDS exchange offers and business combinations

F-8 registers securities issued as consideration in an exchange offer or Canadian-law business combination (plan of arrangement, amalgamation). The trigger is share-for-share consideration, not cash. F-7 cannot be used for combinations, and F-8 cannot be used for rights offerings. F-8 also imposes a higher target public-float threshold than F-7 imposes on the issuer itself.

Form F-9 — MJDS investment-grade debt (rescinded)

Form F-9 covered investment-grade non-convertible debt and preferred securities and was rescinded effective December 31, 2012, with eligible debt rolled into F-10. Both F-7 and F-9 are MJDS short forms, but F-9 had no rights-offering trigger, no existing-holder requirement, and covered fixed-income or rated preferred rather than equity. Pre-2013 F-9 filings remain on EDGAR as a parallel historical dataset; F-9 has no live counterpart today.

Form F-10 — general MJDS registration

F-10 is the catch-all MJDS registration for any class of securities (cash equity offerings, debt, including post-2012 investment-grade debt formerly on F-9). It is available to larger Canadian issuers meeting a higher public-float threshold than F-7 requires. Where F-7 is locked to rights offerings to existing holders, F-10 is open as to transaction type. General MJDS cash offerings to the public belong on F-10; rights offerings belong on F-7.

Form F-80 — MJDS exchange offers (alternative path)

F-80 is the MJDS analog to Form F-4 and, like F-8, registers securities issued in exchange offers or business combinations. F-80 and F-8 differ on size and structural eligibility tests (F-80 generally requires a larger combined-entity public float). Compared with F-7, F-80 sits on the combination axis, not the rights-offering axis; the choice between F-7 and F-80 is dictated by transaction type, not by filer preference.

Forms F-1 and F-3 — non-MJDS foreign private issuer registration

F-1 (long-form) and F-3 (short-form for seasoned issuers) are the standard Securities Act registrations for foreign private issuers globally. They differ from F-7 on two axes:

• Eligibility: F-1 and F-3 are open to all FPIs; F-7 is restricted to Canadian issuers meeting MJDS listing and reporting tests.
• Disclosure origin: F-1 and F-3 require SEC-style prospectus disclosure under U.S. rules; F-7 permits the issuer to wrap its Canadian rights-offering prospectus with limited U.S.-specific additions.

A qualifying Canadian issuer running a rights offering can usually choose between F-7 and F-1/F-3, with material cost and timing consequences.

Form S-1 — domestic U.S. registration baseline

Form S-1 is the default Securities Act registration for U.S. domestic issuers. It is a contextual reference, not a substitute: MJDS exists specifically to spare eligible Canadian issuers from S-1- or F-1-style duplication of Canadian regulatory review. S-1 diverges from F-7 on issuer nationality, disclosure regime, and the absence of any home-country prospectus reliance.

Schedule TO-T (with Rule 14d-1(b))

Schedule TO-T governs third-party tender offers for outstanding securities and, for Canadian targets, often relies on the Rule 14d-1(b) MJDS exemption permitting use of Canadian offer documents. It is not a registration statement and does not authorize issuance of new securities. F-7 registers new shares issued for cash on exercise of rights; Schedule TO-T concerns purchases of existing shares from holders. If new securities are issued as consideration in a Canadian tender or exchange, the vehicle is F-8 or F-80, not F-7.

Form F-X — MJDS appointment of agent for service of process

F-X is a procedural consent appointing a U.S. agent for service of process; it contains no offering disclosure, financials, or transaction terms. F-7 filers also file F-X (typically with their first MJDS filing or when changing agents). The two datasets are linked operationally: F-X is the housekeeping prerequisite that supports the substantive F-7 registration.

Boundary summary

F-7 is defined by the simultaneous presence of three constraints that no other filing type replicates:

1. Issuer is a Canadian-law corporation meeting MJDS listing and reporting eligibility.
2. Transaction is a rights offering for cash to existing securityholders.
3. Disclosure is fundamentally a Canadian rights-offering prospectus filed on EDGAR, not an SEC-drafted document.

F-10 is broader in transaction scope; F-8 and F-80 register combination consideration; F-9 (historical) covered debt; F-1 and F-3 govern non-MJDS FPIs under U.S. disclosure rules; S-1 covers domestic issuers; Schedule TO-T covers tender offers rather than issuance; F-X is procedural. None substitutes for F-7 when the question is Canadian-issuer rights offerings under MJDS, and F-7 cannot substitute for any of them when the transaction type, eligibility regime, or disclosure origin shifts.

Who Uses This Dataset

Form F-7 covers a narrow channel, but the filings are read closely by a defined set of professionals working on cross-border offerings.

MJDS securities lawyers (US-Canada cross-border practice)

Partners and associates in combined US-Canadian capital markets practices pull precedent F-7 and F-7/A filings to model new registrations. They focus on:

• prospectus cover-page MJDS eligibility statements, Canadian-law legends, and US-specific risk-factor wrappers
• Exhibit 99.1 wrappers around the underlying Canadian short-form prospectus, rights certificates, and subscription forms
• signature blocks, agent-for-service appointments cross-referenced to Form F-X, and powers of attorney
• F-7/A amendment chains to see how disclosure evolved through staff comment

Output is precedent banks, drafting checklists, and exhibit language reused on the next MJDS rights offering.

Capital markets lawyers structuring rights offerings

Rights-offering counsel use the F-7 prospectus body to compare mechanical terms across precedents: subscription price formula, basic and additional subscription privileges, oversubscription, standby commitments, expiry mechanics, and fractional rights treatment. The bounded F-7 universe gives them a clean comparison set against alternative paths (F-1, S-1, or Canadian-only short-form prospectus).

Equity capital markets and advisory bankers

ECM desks and advisers serving Canadian small- and mid-cap issuers, especially in mining and energy, mine the dataset for deal-term comparables: subscription discount to market, rights ratios, standby coverage, and expiry windows pulled from the prospectus body and Exhibit 99 standby letters. They use metadata.json fields (CIK, state/country of incorporation, SIC code, filing date) to segment the channel by sector and vintage, and watch F-7/A activity as a signal of approaching effectiveness. Output is pitch books and structuring recommendations.

Equity research analysts and event-driven traders

Analysts and special-situations desks treat each F-7 as a discrete capital-structure event affecting float, dilution, and price dynamics. They use:

• metadata.json (CIK, accession number, filing date, form type) for time-stamped event detection
• prospectus body for offered amount, subscription price, rights ratio, record date, and expiry date
• exhibits for standby commitment letters and the underlying Canadian prospectus
• F-7/A amendments to catch changes in price, size, or timing

The full population supports systematic backtests around announcement, ex-rights, and expiry dates.

Compliance, AML, and KYC teams at broker-dealers and custodians

Compliance staff at US broker-dealers, custodians, and prime brokers use F-7 filings to confirm a Canadian issuer is an SEC registrant under MJDS with a US agent for service of process appointed via Form F-X. They pull filer name, CIK, jurisdiction of incorporation, SIC code, and business address from metadata.json, plus the F-X cross-references in the prospectus, to clear issuers for US-facing rights participation and to support securities-clearance and Reg S adjacency checks.

Academic researchers in finance and securities law

Researchers studying MJDS uptake, cross-border issuance, and rights-offering economics use the dataset as a near-complete population since February 2002. Typical work hand-codes offering size, subscription discount, standby presence, and expiry from the prospectus body and Exhibit 99, joined to issuer metadata for sector and provincial-incorporation analysis, and tracks how MJDS use moves with commodity cycles.

Filing analytics vendors and data engineering teams

Vendors building MJDS coverage modules use the dataset as a normalized source for the F-7 channel:

• F-7 and F-7/A accession numbers and filing dates to validate coverage against EDGAR
• metadata.json entity fields for issuer deduplication and entity-resolution graphs
• prospectus body and Exhibit 99 documents for full-text indexing and clause extraction (price, ratio, expiry, standby, use of proceeds)
• F-7/A amendment chains for version history and as-effective snapshots

Canadian provincial securities regulators

Staff at Canadian provincial regulators cross-reference SEC F-7 filings against concurrent Canadian short-form prospectus filings to verify that the Exhibit 99 prospectus matches the version cleared provincially, to track aggregate MJDS rights-offering volume for periodic policy review, and to flag F-7/A amendments that suggest timing or disclosure mismatches between the two systems.

LLM and RAG developers building cross-border legal retrieval

Teams building retrieval systems for securities-law workflows use the F-7 corpus as a bounded, technically dense test set combining US registration language, MJDS legends, and Canadian short-form prospectus text. It supports clause-extraction training (subscription price, ratio, expiry, standby), cross-jurisdictional QA evaluation, and precedent-search tools keyed to structural attributes.

Specific Use Cases

The following workflows are grounded in the per-accession metadata, the primary F-7 document, the Exhibit 99 Canadian prospectus material, and F-7/A amendment chains.

Building an MJDS rights-offering precedent bank

Securities lawyers preparing a new MJDS rights offering pull every F-7 in the dataset for a target province and sector to seed a precedent bank. The workflow groups records on entities[].fileNo, orders by filedAt, takes the latest F-7/A in each chain as the as-effective version, and extracts cover-page MJDS eligibility statements, the cross-reference sheet, undertakings, and signature blocks from the primary F-7 HTML, plus the Canadian short-form prospectus and rights-certificate language from the Exhibit 99 documents. Output is a clause library keyed to issuer profile (province via stateOfIncorporation, SIC via entities[].sic) and offering structure.

Extracting rights-offering economic terms across the population

Analysts and ECM bankers building a comparables table for Canadian rights offerings parse each Exhibit 99 prospectus to pull subscription price, rights ratio, basic and additional subscription privileges, oversubscription, standby coverage, record date, and expiry. They join the extracted terms to metadata.json fields (filedAt, entities[].sic, entities[].stateOfIncorporation, tickers) to segment by vintage, sector, and province, then chart subscription discount to market and standby presence over commodity cycles. Output is a structured deal-terms table feeding pitch books, structuring memos, and event-study panels.

Reconstructing amendment chains to track staff-driven disclosure changes

Researchers and compliance teams studying how MJDS rights-offering disclosure evolves under SEC review group records by entities[].fileNo, order by filedAt, and diff the Exhibit 99 prospectus across each F-7 / F-7/A pair. The diff highlights changes in subscription price, offering size, expiry, standby terms, and risk legends introduced between the original filing and the as-effective amendment. Output is a labelled corpus of amendment-driven edits useful for staff-comment pattern analysis and for training extraction models on revised-versus-original prospectus pairs.

Issuer clearance for US-facing rights participation

Broker-dealer and custodian compliance teams confirming that a Canadian issuer can offer rights into US accounts under MJDS read the most recent F-7 record for that issuer and extract entities[].cik, companyName, fileNo, stateOfIncorporation, sic, and the US agent-for-service block from the primary F-7 cover pages. They cross-reference the implied F-X filing and validate that the Exhibit 99 prospectus matches the Canadian version their Canadian counterparties hold. Output is a per-issuer clearance memo and a record-keeping artifact for the rights-participation event.

Building a clause-extraction training set for cross-border prospectus language

Teams training extraction models or RAG systems for cross-border securities work use the F-7 corpus as a bounded, technically dense training set: roughly uniform structure, a single transaction type (cash rights offering), and a tight pairing between US-style cover-page material in the primary F-7 HTML and Canadian short-form prospectus prose in the Exhibit 99 documents. Labels target subscription price, rights ratio, record date, expiry date, standby commitment, use of proceeds, and MJDS eligibility legends. The SGML envelope around every document and the deterministic file naming (<stem>_f7.htm, <stem>_ex<digits>.htm) make ingestion and per-document type tagging straightforward.

Reconciling SEC filings against Canadian provincial prospectus clearances

Canadian provincial regulator staff and cross-border counsel verify that the Exhibit 99 prospectus filed on EDGAR matches the version cleared by the home-province regulator. The workflow keys on entities[].stateOfIncorporation (Alberta A0, BC A1, Ontario A6, Quebec A8, etc.) and filedAt, fetches the corresponding SEDAR/SEDAR+ short-form prospectus, and runs a textual diff against the Exhibit 99 HTML. Output is a reconciliation report flagging mismatches in subscription terms, dating, or risk disclosure across the two systems, and an aggregate count of MJDS rights-offering volume for periodic policy review.

Dataset Access

The Form F-7 Files Dataset is distributed as monthly ZIP containers covering filings from February 2002 to the present. The dataset can be retrieved either as a single archive or container by container, and a JSON index endpoint exposes the full container listing for incremental syncing.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-f7-files.json

This endpoint returns dataset-level metadata (name, description, updatedAt, earliestSampleDate, totalRecords, totalSize, formTypes, containerFormat, fileTypes) together with the full list of monthly containers. Each container entry exposes its key (year/month path), size, records, updatedAt, and a direct downloadUrl. Polling this endpoint is the recommended way to detect which containers were modified during the most recent refresh and to selectively download only the changed months. No API key is required to call this endpoint.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6a2d-8952-e376ec9bb3a5",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-f7-files.zip",
        

          4
            "name": "Form F-7 Files Dataset",
        

          5
            "updatedAt": "2026-04-16T08:33:30.082Z",
        

          6
            "earliestSampleDate": "2002-02-01",
        

          7
            "totalRecords": 494,
        

          8
            "totalSize": 12363554,
        

          9
            "formTypes": ["F-7", "F-7/A"],
        

          10
            "containerFormat": "ZIP",
        

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

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-f7-files/2026/2026-04.zip",
        

          15
                "key": "2026/2026-04.zip",
        

          16
                "size": 41238,
        

          17
                "records": 2,
        

          18
                "updatedAt": "2026-04-16T08:33:30.082Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-f7-files.zip?token=YOUR_API_KEY

Downloads the full dataset as a single ZIP archive containing every monthly container. Useful for one-off bulk loads and for building a local mirror of all F-7 and F-7/A filings. This endpoint requires a valid API key.

Download Single Container: https://api.sec-api.io/datasets/form-f7-files/2026/2026-04.zip?token=YOUR_API_KEY

Downloads a single monthly container, identified by year and month. Replace the path with any key returned by the index endpoint to fetch a specific month. This endpoint requires a valid API key.

Container Layout

Each monthly container is a ZIP archive grouping filings by accession number. Every accession folder contains a metadata.json file with filing-level information (filer, form type, filing date, accession number, primary document name, exhibit list), the primary F-7 HTML form document, and any associated Exhibit 99 documents. A typical layout looks like:

          1
          2026-04.zip
        

          2
          └── 0001234567-26-000123/
        

          3
              ├── metadata.json
        

          4
              ├── form-f7.htm
        

          5
              ├── exhibit-99-1.htm
        

          6
              └── exhibit-99-2.htm
        

Frequently Asked Questions

What forms does this dataset cover?

The dataset covers two SEC form types: F-7 (initial registration statements under the U.S.–Canada Multijurisdictional Disclosure System for rights offerings by Canadian issuers) and F-7/A (pre- or post-effective amendments to those registration statements). Both initial filings and amendments are stored as independent accession-level records.

What does one record in this dataset represent?

One record is one complete EDGAR submission, identified by an 18-digit accession number and stored in a flat accession folder containing metadata.json, the primary Form F-7 (or F-7/A) HTML registration document, and zero or more Exhibit 99 documents. The record unit is a filing — not an issuer, not an offering, and not an individual exhibit.

Who is required to file Form F-7?

Form F-7 is filed by Canadian issuers that meet MJDS eligibility under General Instruction I to the form: incorporated under Canadian federal or provincial law, qualifying as a foreign private issuer (or a Canadian Crown corporation), with at least 12 months of listing history on a qualifying Canadian exchange and at least 36 months of Canadian continuous-disclosure compliance, and conducting a rights offering for cash to existing securityholders concurrently in Canada.

What time period does the dataset cover?

The earliest sample is dated February 1, 2002, reflecting the EDGAR electronic-filing mandate for foreign private issuer filings, and coverage continues through the most recent monthly refresh. Earlier paper-era MJDS rights offerings (the MJDS, and Form F-7 itself, has existed since 1991) are not in the electronic record.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers grouping filings by accession number. The file types inside each container are HTML (the primary registration document and most exhibits), JSON (the per-record metadata.json envelope), and TXT (occasional plain-text exhibits or older text-formatted documents). EDGAR GRAPHIC image files are deliberately excluded; their URLs remain enumerated in documentFormatFiles[] for fetching directly from EDGAR if needed.

How does Form F-7 differ from Form F-10?

Both are MJDS registration forms for Canadian issuers, but F-7 is locked to rights offerings to existing securityholders for cash, while F-10 is the catch-all MJDS registration for any class of securities — cash equity offerings to the public, debt (including the investment-grade debt formerly registered on the rescinded Form F-9), and other transaction types. F-10 also requires a higher public-float threshold than F-7 imposes on the issuer.

Where does the substantive offering disclosure live in an F-7 record?

The substantive offering disclosure — terms of the rights, record date, subscription price, expiration, dilution, use of proceeds, and any incorporated financial statements — is contained in the Canadian rights-offering prospectus reproduced as an Exhibit 99 document, not in the primary F-7 HTML. The cross-reference sheet inside the primary F-7 maps each Form F-7 item to the corresponding location in the Canadian prospectus.