Form SC 14F1 Files Dataset

The Form SC 14F1 Files Dataset is a collection of EDGAR submissions filed under Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder — the ten-day information statement that an issuer must transmit to its record holders before a majority of its board of directors changes outside a security-holder meeting. Each record is one EDGAR submission, filed as SC 14F1 (original) or SC 14F1/A (amendment), keyed by an 18-digit accession number and materialised as a per-accession folder containing every retained document component plus a machine-readable metadata.json manifest. The filer is the Exchange Act reporting issuer whose board is about to be reconstituted, most often a smaller domestic operating company, shell, or former-shell entering a reverse merger or negotiated control-block sale. The dataset covers EDGAR-filed submissions from January 1994 to present, distributed as monthly ZIP containers partitioned by filing month at the path form-sc-14f1-files/YYYY/YYYY-MM.zip, with document files in TXT, JSON, HTML, and PDF.

Update Frequency
Daily
Updated at
2026-05-01
Earliest Sample Date
1994-01-01
Total Size
37.5 MB
Total Records
2,694
Container Format
ZIP
Content Types
TXT, JSON, HTML, PDF
Form Types
SC 14F1, SC 14F1/A

Dataset APIs

Programmatically retrieve the full list of dataset archive files, download URLs and dataset metadata.

Dataset Index JSON API

Download the entire dataset as a single archive file.

Download Entire Dataset:

Download a single container file (e.g. monthly archive) from the dataset.

Download Single Container:

Dataset Files

360 files · 37.5 MB
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What This Dataset Contains

The dataset packages every Schedule 14F-1 information statement filed electronically on EDGAR since the phase-in of mandatory electronic filing under Regulation S-T. Both original SC 14F1 filings and SC 14F1/A amendments are included, each as an independent record. The underlying document is an information statement transmitted under Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, which requires that, at least ten days before a change in the majority of an issuer's board of directors occurring otherwise than at a meeting of security holders, the issuer distribute to every record holder of its voting securities the information that would be required by Items 6 and 7 of Schedule 14A regarding directors and officers. The form is filed most commonly in connection with a private change-of-control transaction, a contractual board-replacement clause following a reverse merger or shell acquisition, or a stock-purchase transaction in which a new controlling holder designates new directors.

Substantively, each Schedule 14F-1 covers identification of the issuer, the transferor and transferee of control, the prospective new directors and executive officers, their biographies and any compensation arrangements, beneficial-ownership tables for directors, officers, and holders of 5% or more of any voting class, and any related-party transactions or legal proceedings that Schedule 14A disclosure items would require. The dataset is partitioned by filing month — the path is form-sc-14f1-files/YYYY/YYYY-MM.zip, and inside each ZIP every accession folder for filings accepted by EDGAR during that calendar month sits side by side. The file types found across the dataset are TXT, JSON, HTML, and PDF.

Content Structure of a Single Record

What one record represents

One record is one EDGAR submission filed under form type SC 14F1 or SC 14F1/A, keyed by a single 18-digit accession number. Each record is materialised as a per-accession folder whose name is the dashless accession number (for example 000168316825003809/), and that folder holds every retained document component of the original submission together with a machine-readable manifest. An original information statement and any subsequent amendment to it are independent records — an SC 14F1 filing and its follow-on SC 14F1/A share an underlying transaction narrative but each occupies its own accession folder, its own metadata.json, and its own primary document.

Folder layout of a single record

Each accession folder contains, at minimum, two files: a metadata.json manifest describing the filing as a whole, and the primary information-statement document (typically an .htm file) carrying the actual Schedule 14F-1 content. Most SC 14F1 submissions are concise — the disclosure burden is modest relative to a proxy statement or registration statement — so the folder is often just those two files. Larger or older submissions may additionally include a complete-submission .txt file (the concatenated EDGAR SGML envelope for the entire filing), supplemental HTML exhibits, or PDF attachments where the registrant chose to provide them. Image files that may have accompanied the original EDGAR submission (logos, signature scans, embedded graphics) are excluded from the dataset packaging; all other document components are retained under their issuer-supplied filenames.

The metadata.json is the structural index for the folder: it enumerates every document inside the submission with its sequence number, byte size, type code, description, and canonical SEC EDGAR URL, so the correspondence between the folder contents and the source EDGAR submission is fully reconstructible. The primary HTML document is the actual disclosure that was transmitted to the issuer's security holders.

metadata.json field-by-field

Each metadata.json is a single JSON object describing one accession. Filing-level fields:

  • formTypeSC 14F1 or SC 14F1/A.
  • accessionNoEDGAR accession number in dashed form, e.g. 0001683168-25-003809.
  • filedAt — EDGAR acceptance timestamp as an ISO 8601 string with the Eastern offset (-04:00 in DST, -05:00 otherwise), e.g. 2025-05-19T08:30:02-04:00.
  • description — human-readable form label, typically Form SC 14F1 - Statement regarding change in majority of directors [Rule 14f-1].
  • linkToFilingDetails — URL of the primary filing document on sec.gov/Archives/edgar/data/....
  • linkToTxt — URL of the complete-submission text file (<accession>.txt) on EDGAR.
  • linkToHtml — URL of the EDGAR filing-index HTML page.
  • linkToXbrl — empty for this form type; SC 14F1 is not within the structured-data tagging regime.
  • id — 32-character hex identifier for the metadata record, e.g. 450f1788bb355056342850ea77fdba5c.

Document-index arrays:

  • documentFormatFiles — an array of objects, one per document in the submission. Each object carries sequence, size in bytes (as a string), documentUrl, description, and type. The array always includes an entry for the complete-submission text file alongside the primary form document and any exhibits.
  • dataFiles — an array reserved for structured-data files such as XBRL instance and schema documents; empty for SC 14F1.
  • seriesAndClassesContractsInformation — investment-company series-and-class metadata; empty for SC 14F1, which is not used by registered investment companies.

The dual entities[] pattern

SC 14F1 is distinctive in that two parties are commonly named in the EDGAR header: the Subject (the issuer whose board is changing) and the Filed-by party (typically the acquirer, the new controlling holder, or a designating affiliate). Both appear as entries in entities, and the role tag is appended in parentheses to companyName — for example Arowana Media Holdings, Inc. (Subject) versus NOW Corp I (Filed by). Per-entity fields include:

  • cik — EDGAR Central Index Key.
  • companyName — registered name with role parenthetical ((Subject) or (Filed by)).
  • type — repeats the filing's formType.
  • sicSIC code with descriptive name, e.g. 7812 Services-Motion Picture & Video Tape Production.
  • stateOfIncorporation — two-letter US state code or foreign jurisdiction code.
  • fiscalYearEndMMDD.
  • act — the Exchange Act section under which the entity is registered (usually 34); often present on the Subject only.
  • fileNoEDGAR file number, e.g. 005-95039; present on the Subject for the Schedule 14F-1 series (the 005- prefix denotes the 14F-1 file series).
  • filmNo — EDGAR film number assigned at acceptance.
  • tickers — array of trading symbols where available.

The Subject entity anchors the filing to the company whose board is changing; the Filed-by entity identifies the counterparty whose action gives rise to the change. Some filings list only a Subject when the issuer is also the filer of record; complex transactions can list multiple Filed-by entities representing a joint group.

Primary form document: SGML envelope and HTML body

The primary information statement is delivered as an .htm file wrapped in EDGAR's classic SGML document envelope. The opening lines follow a stable pattern:

1 <DOCUMENT>
2 <TYPE>SC 14F1
3 <SEQUENCE>1
4 <FILENAME>arowana_sc14f1.htm
5 <DESCRIPTION>STATEMENT REGARDING CHANGE IN MAJORITY DIRECTORS
6 <TEXT>
7 <HTML> ... HTML body of the information statement ...</HTML>
8 </TEXT>
9 </DOCUMENT>

For amendments the <TYPE> token becomes SC 14F1/A and <DESCRIPTION> typically carries an amendment label such as AMENDMENT NO 1. The envelope tokens are tag-style SGML directives without explicit closing tags; the HTML body sits between <TEXT> and </TEXT>.

Inside the HTML body, an SC 14F1 information statement typically presents the following blocks in roughly this order:

  • A heading reading SCHEDULE 14F-1 or INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER.
  • A cover block with the registrant's exact legal name, state of incorporation, EDGAR file number, IRS employer identification number, principal-executive-office address, and OTC or exchange ticker.
  • A Preliminary vs. Definitive Information Statement checkbox pair.
  • A boilerplate paragraph stating that no vote or other action is being solicited and that no proxies are being requested.
  • A CHANGE OF CONTROL (or equivalently titled) section describing the transaction giving rise to the board change: the transferor and transferee, the date and mechanics of the transaction (share purchase, merger, contribution, foreclosure, etc.), the consideration paid, and the resulting ownership.
  • A VOTING SECURITIES section reciting the classes of voting stock outstanding and the record date used to determine the holders entitled to receive the statement.
  • A DIRECTORS AND EXECUTIVE OFFICERS section listing the prospective new directors and officers, with name, age, term, biographical history covering at least the prior five years, other directorships held, family relationships, and (where applicable) qualifications and Section 16(a) compliance.
  • A SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT table showing 5%-plus holders and director/officer holdings, often presented both before and after the transaction.
  • EXECUTIVE COMPENSATION disclosure for the issuer's named executive officers, typically scaled down for smaller reporting companies, including summary-compensation tables and any outstanding equity-award tables.
  • CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS disclosure for transactions with directors, officers, and 5%-plus holders.
  • A LEGAL PROCEEDINGS subsection where applicable.
  • Signature and date block executed by an officer of the issuer, occasionally accompanied by an authorising statement from the Filed-by party.

The narrative is overwhelmingly prose; the principal tabular elements are the beneficial-ownership table and any compensation summary tables, both rendered as HTML <table> blocks.

What is included versus excluded

The dataset packaging preserves every document component that was part of the original EDGAR submission — primary information statement, additional HTML exhibits where present, PDF attachments, and the complete-submission text file when EDGAR generates one — except for image files, which are dropped. Because SC 14F1 disclosures rarely depend on graphic content, the textual record is effectively complete.

The metadata.json manifest is a dataset-side artifact rather than part of the original submission; it consolidates EDGAR header information and the document index into a single JSON object for programmatic consumption.

Content that is referenced rather than reproduced inside the SC 14F1 — most commonly the issuer's most recent Form 10-K or 10-Q financial statements, incorporated by reference under the Schedule 14A disclosure items that Rule 14f-1 imports — is not duplicated into the record. Such content lives in its own filings on EDGAR and must be retrieved separately.

Evolution of required content

The substantive disclosure backbone of Schedule 14F-1 has been remarkably stable since the rule was adopted: identification of the parties, description of the change-of-control transaction, biographical and ownership information about incoming directors, executive compensation, related-party transactions, and legal proceedings. What has shifted across the dataset's 1994-to-present span is mainly the regulatory frame around the disclosure items that Rule 14f-1 imports from Schedule 14A and Regulation S-K. Notable shifts include the modernisation of executive-compensation disclosure (Item 402 of Regulation S-K) in 2006, which restructured the Summary Compensation Table and introduced the Grants of Plan-Based Awards and Outstanding Equity Awards tables; the introduction of the smaller-reporting-company scaled-disclosure regime, which is the regime most SC 14F1 filers actually fall under and which permits reduced compensation tables and narrative; refinements to related-party-transaction disclosure under Item 404; and updates to director-and-officer biographical disclosure under Item 401, including expanded discussion of qualifications and other directorships. The 2010 Dodd-Frank-era compensation-disclosure changes flow through where the filer is a larger reporting company, though that is uncommon for this form. The form itself — Schedule 14F-1 — has not been renumbered or substantially restructured, so the section order in records from the mid-1990s remains broadly recognisable to a reader familiar with present-day filings.

Evolution of file format

Because EDGAR mandatory electronic filing was being phased in across 1993-1996, the earliest SC 14F1 records in the dataset (1994 onward) commonly appear as plain-ASCII .txt submissions: a single complete-submission text file containing the SGML envelope plus a fixed-width text rendering of the Schedule 14F-1, sometimes with hand-drawn ASCII tables. Beginning in the late 1990s and accelerating after EDGAR began accepting HTML in 1999, the primary document type shifts to HTML wrapped in the same SGML envelope, with proper <table> markup for ownership and compensation tables. Some filers, especially in the early 2000s, additionally provided a PDF rendition as a courtesy exhibit. From the mid-2000s onward, HTML inside the SGML envelope has been the dominant format, and present-day records are almost exclusively a single .htm primary document plus the dataset's metadata.json. Schedule 14F-1 is not within the SEC's structured-data tagging mandates: the form does not carry XBRL or inline-XBRL instance data, and linkToXbrl is correspondingly empty across the historical span.

The SGML document envelope (<DOCUMENT>, <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>, <TEXT>) has remained the consistent EDGAR-side wrapper across the full 1994-to-present range, even as the body inside <TEXT> shifted from ASCII to HTML. The same parsing approach — strip the envelope, then handle the body as either text or HTML — applies uniformly across all records in the dataset.

Interpretation notes

A handful of nuances matter when working with these records:

  • An SC 14F1/A is a freestanding accession, not a patch applied to its parent. Linking an amendment to its original requires matching on the Subject CIK, the underlying transaction narrative, and adjacency in time; EDGAR does not expose an explicit parent-accession field for this form.
  • The dual-entity pattern in entities[] is the principal structured signal for the change-of-control counterparty. The Filed-by entry frequently identifies the acquirer or new controlling holder even when the body of the information statement names that party only narratively.
  • Several disclosure items — notably the financial statements incorporated by reference from the issuer's most recent periodic report — are present by citation rather than by inclusion, so the HTML body may be substantially shorter than the formal disclosure obligation might suggest.
  • The description field on each documentFormatFiles entry is filer-supplied and varies in case and wording (STATEMENT REGARDING CHANGE IN MAJORITY DIRECTORS, Information Statement, SC 14F-1, etc.). It is unsafe as a primary key for the primary document; type plus sequence are the reliable selectors.
  • Signature blocks at the end of the HTML body identify the officer authorised to sign on behalf of the issuer and, in some filings, the Filed-by party — a useful cross-check against the entity records.
  • Because SC 14F1 filings cluster around shell-company transactions and reverse mergers, issuer names in the dataset frequently change across short windows. The companyName on the Subject entity reflects the name registered with EDGAR at the time of filing rather than any post-transaction name.

Who Files or Publishes This Dataset, and When

Who files the record

Each record is an information statement filed on EDGAR by the Exchange Act reporting issuer whose board of directors is about to undergo a change in majority composition without a vote of security holders. The filer is the issuer itself — not the acquirer, the incoming director designees, or the selling control shareholders whose transaction creates the change of control. The issuer prepares the statement, transmits it to its record holders, and files it on EDGAR as SC 14F1, or as SC 14F1/A when a previously filed statement is revised.

Filing population

The obligation applies only to issuers with a class of equity securities registered under Section 12 of the Exchange Act, because Section 14(f) and Rule 14f-1 are limited to that universe. The population in this dataset skews heavily toward:

  • Smaller domestic operating companies entering a change-of-control transaction in which an acquirer obtains the right to designate or elect a new board majority.
  • Shell and former-shell companies undergoing reverse mergers, where legacy directors are replaced by designees of the incoming operating business. This is the prototypical Schedule 14F-1 fact pattern and accounts for a large share of records.
  • Issuers party to negotiated stock purchase agreements, note conversions, private placements, or block sales by control shareholders that include board-designation rights for the new holder.

Entities outside this filing path include foreign private issuers that report only under Rule 12g3-2(b), Section 15(d)-only registrants with no Section 12-registered class, and registered investment companies (which operate under a separate Investment Company Act regime). Issuers whose board change is approved at a meeting or by a formal consent solicitation use Schedule 14A or Schedule 14C instead.

Triggering event

Schedule 14F-1 is triggered when, in connection with an arrangement or understanding with the person(s) acquiring securities in a transaction subject to Section 13(d) or Section 14(d) of the Exchange Act, persons are to be elected or designated as directors otherwise than at a meeting of security holders, and the effect will be that those persons constitute a majority of the directors. All three conditions must be present:

  1. an acquisition reportable under Section 13(d) or 14(d),
  2. an arrangement giving the acquirer board-designation rights, and
  3. a resulting majority-board change occurring outside a shareholder meeting or consent solicitation.

Common fact patterns:

  • Reverse mergers or share exchanges where legacy directors resign and operating-company designees fill the vacancies.
  • Stock purchase agreements where a control block is sold and the buyer is contractually entitled to name a new board majority at closing.
  • Convertible or secured note transactions granting the holder board-designation rights on conversion or default.
  • Private placements of a controlling equity position with concurrent board-designation covenants.

If new directors are instead elected at an annual or special meeting, or via a consent solicitation governed by Regulation 14A or 14C, Schedule 14F-1 is not the operative vehicle.

Regulatory basis

The disclosure obligation arises under Section 14(f) of the Securities Exchange Act of 1934, added by the Williams Act amendments of 1968, and is implemented by Rule 14f-1. Section 14(f) ensures that shareholders receive the same quality of information about incoming directors that they would have received in a proxy or information statement under Section 14(a) or Section 14(c) had those directors been put before a meeting. Rule 14f-1 accordingly requires the information statement to include the information called for by Items 6(a), 6(d), 6(e), 7, and 8 of Schedule 14A about the new directors — covering biographical background, beneficial ownership, executive compensation, related-party transactions, and board structure.

Timing and deadline

Rule 14f-1 requires the issuer to transmit the information statement to all holders of record of the class entitled to vote for directors at least 10 days before the date the majority board change is to occur, and to file the statement with the Commission contemporaneously with its transmission to shareholders. The 10-day clock runs against the effective date of the board change (resignations and appointments), not the closing of the underlying securities transaction — though the two are typically close in time.

Schedule 14F-1 is event-driven, not periodic. An issuer may file it once, never, or multiple times depending on whether it experiences a qualifying board-majority change. The dataset therefore reflects discrete change-of-control events across thousands of distinct registrants rather than recurring filings from a stable population.

Amendments (SC 14F1/A)

SC 14F1/A is filed when the issuer must revise a previously transmitted Schedule 14F-1 — for example, to correct biographical or ownership information about a designee, update the designee slate, reflect changes in transaction terms, revise the effective date of the board change, or respond to staff comments. An amendment does not automatically restart the 10-day pre-effective transmission clock; whether fresh notice is required depends on the materiality of the change and is a judgment for the issuer and its counsel.

Co-occurring filings

Schedule 14F-1 typically appears alongside related filings from the same change-of-control matter:

  • Schedule 13D — filed by the acquirer to disclose beneficial ownership above 5% and plans for the issuer.
  • Schedule TO / Schedule 14D-9 — when the change of control arises from a tender offer, the bidder files Schedule TO and the target files Schedule 14D-9 to communicate its position. Schedule 14F-1 is a separate, additional filing addressing the board-majority change.
  • Form 8-K Item 5.01 (Changes in Control of Registrant) and Item 5.02 (Departure/Appointment of Directors and Officers) — frequently filed concurrently with or immediately after Schedule 14F-1 to report the closing and board changes; in reverse-merger contexts this is often the so-called "Super 8-K."

The acquirer and the incoming designees are subjects of the disclosure, not filers of the SC 14F1 itself.

EDGAR coverage

Section 14(f) and Rule 14f-1 have been in force since the Williams Act in 1968, but pre-EDGAR Schedule 14F-1 filings exist only as paper records. The dataset covers EDGAR-filed SC 14F1 and SC 14F1/A submissions from January 1994 to present, consistent with the phase-in of mandatory electronic filing under Regulation S-T.

How This Dataset Differs From Similar Datasets or Filings

Form SC 14F1 sits at the intersection of Section 14 information reporting and change-of-control disclosure. Its closest neighbors fall into three groups: other Section 14 statements (Schedules 14A and 14C), change-of-control transaction filings (Schedules 13D/13G, 14D-9, and TO), and the event reports that capture the same board turnover from other angles (Form 8-K Items 5.01/5.02 and Forms 3/4/5).

Schedule 14A (PRE 14A / DEF 14A) — Proxy statements

Filed by an issuer or other soliciting person when security holders are asked to vote at a meeting, most commonly the annual election of directors. Overlap with SC 14F1 is substantial in content: director biographies, executive compensation, and related-party transactions.

The trigger is mutually exclusive. Schedule 14A applies when directors are elected at a meeting under a proxy solicitation; SC 14F1 applies precisely when a majority of the board changes otherwise than at a meeting — typically as a contractual consequence of a change-of-control transaction, share issuance, or negotiated resignation sequence. Schedule 14A is also far higher in volume and more standardized; SC 14F1 is a thin, event-specific population.

Schedule 14C — Information statements

The closest sibling. Both 14C and 14F1 are information statements (not proxy solicitations) used to inform shareholders of corporate action they cannot block.

They differ in scope. Schedule 14C covers the full universe of matters that would otherwise require a shareholder vote, taken by written consent of a majority. SC 14F1 is narrowly limited to one event — a majority board change occurring outside a meeting — and is the only Section 14 filing tied to Rule 14f-1's ten-day pre-effective notice requirement.

Schedules 13D and 13G — Beneficial ownership

Filed by the acquirer, not the issuer, on crossing the 5 percent ownership threshold. 13D is frequently filed contemporaneously with the transaction that triggers SC 14F1.

The distinction is filer and content. 13D/13G discloses ownership, source of funds, and acquirer intent. SC 14F1 discloses the incoming board's identity, compensation, and related-party arrangements at the issuer level. The two are commonly joined to reconstruct a control change: 13D identifies who acquired control; SC 14F1 identifies who they are installing on the board.

Schedule 14D-9 — Solicitation/recommendation statement

Filed by the target's board to recommend acceptance, rejection, or neutrality on a third-party tender offer. 14D-9 and SC 14F1 can appear in the same transaction but serve different purposes: 14D-9 is reactive and addresses the board's fiduciary recommendation; SC 14F1 is forward-looking and describes the post-closing board.

Schedule TO — Tender offer statement

Filed by the bidder and disclosing offer terms, financing, and bidder background. Where a tender offer produces the majority board change, TO and SC 14F1 sit on opposite sides of the same event — TO from the bidder's perspective on the acquisition, SC 14F1 from the issuer's perspective on the resulting board. Schedule TO contains no equivalent disclosure of incoming directors' biographies, compensation, or related-party history.

Form 8-K Items 5.01 and 5.02

Item 5.01 reports a change in control; Item 5.02 reports director departures and appointments. Both capture the same underlying events as SC 14F1.

The differences are timing and depth. 8-Ks are short, post-event filings due within four business days. SC 14F1 is filed before the change takes effect — at least ten days in advance — and is substantially more detailed, including full director biographies, executive compensation tables, and Item 403/404-style ownership and related-party disclosure that Item 5.02 only summarizes. An 8-K announces; an SC 14F1 informs.

Forms 3, 4, and 5 — Section 16 insider reports

Filed by individual directors, officers, and 10 percent owners regarding personal ownership and trades. Incoming directors named in an SC 14F1 typically file an initial Form 3 within ten days of becoming subject to Section 16.

The relationship is sequential and complementary. SC 14F1 names the incoming directors at the issuer level; Form 4/Form 5 then track those same individuals' personal equity positions. Forms 3/4/5 carry no narrative, compensation tables, or related-party disclosure.

Key differences at a glance

  • Filer: SC 14F1 is filed by the issuer. 13D/G and TO are filed by acquirers/bidders; 14D-9 by the target board on a tender offer; Forms 3/4/5 by individual insiders.
  • Trigger: SC 14F1 is triggered only by a change in the majority of the board occurring outside a security-holder meeting. Schedule 14A covers meeting-based elections; 14C covers consent-based corporate actions generally; 8-K Item 5.02 covers any director change of any size.
  • Timing: SC 14F1 is pre-effective, transmitted at least 10 days before the new directors take office. 8-Ks are post-event (4 business days). 14D-9 tracks tender-offer mechanics. Forms 3/4/5 follow appointment.
  • Content: SC 14F1 is the only filing that consolidates incoming-director biographies, executive compensation tables, and Item 403/404-style ownership and related-party disclosure for a post-control-change board.

Boundary summary

SC 14F1 is uniquely defined by three features that no other dataset replicates together: (1) it is issuer-filed, not acquirer- or insider-filed; (2) it is triggered specifically by a majority board change occurring outside a security-holder meeting, excluding annual elections, minority-seat appointments, and ordinary consent actions; and (3) it is pre-effective, transmitted at least ten days before the new directors take office.

That combination makes SC 14F1 the only forward-looking, issuer-prepared dossier of a post-control-change board. Researchers typically pair it with Schedule 13D (acquirer identity), Schedule TO or merger filings (transaction mechanics), 8-K Items 5.01/5.02 (event timestamps), and subsequent Form 3 filings (appointment confirmation) — none of which substitute for its content.

Who Uses This Dataset

Because the SC 14F1 fact pattern tracks reverse mergers, shell recapitalizations, and negotiated control-block sales in the micro-cap segment, a narrow set of professional functions read these filings, each focused on a specific layer of the record.

Securities and disclosure counsel

Transactional lawyers drafting an SC 14F1 use the corpus as a precedent library. They pattern-match against recent originals and amendments to calibrate the transaction description, Item 401 director biographies and prior directorships, Item 402 compensation tables under the smaller-reporting-company scaled regime, Item 403 ownership tables, and Item 404 related-party language. The SC 14F1/A chain is read closely because it reveals what staff comments or counsel review typically force into a second pass.

M&A advisors and reverse-merger specialists

Boutique advisors, shell brokers, and structuring counsel treat the corpus as the most reliable historical signal of completed reverse-merger activity. Using filer CIK, filing date, and the dual Subject/Filed-by entity pattern, they map which shells have changed hands, which sponsor groups and nominee director slates recur, and how transaction terms (share issuance, cancellation, escrow, lock-ups) have evolved. Output feeds deal sourcing, comparable-transaction analysis, and counterparty diligence.

Micro-cap and event-driven investors

Special-situations desks and event-driven funds use SC 14F1 as one of the earliest public markers that an issuer is about to be reconstituted, often days ahead of the Super 8-K that names the operating business. They focus on incoming-director identities and track records, the change-of-control narrative, and Item 403 ownership shifts that move the control block. The output is a watchlist feeding pre-event positioning and tickers-to-avoid screens.

Compliance and governance teams at issuers

In-house counsel and corporate secretaries at issuers preparing for a board reconstitution use the dataset to confirm the ten-day timing obligation, locate any prior SC 14F1 by the same Subject CIK, and lift section captions, signature conventions, and certification language from comparable filings.

Forensic accountants and plaintiffs' securities lawyers

Fraud investigators and plaintiffs' firms litigating reverse-merger and pump-and-dump cases mine the corpus for undisclosed control relationships, nominee directors recurring across unrelated shells, Item 404 transactions with promoter-affiliated entities, and inconsistencies between SC 14F1 disclosures and later 10-K or proxy filings. Director biographies, Item 403 tables, and Item 404 narratives are the highest-value fields, supporting demand letters, complaints, and expert reports.

Academic researchers

Empirical researchers in finance, accounting, and securities law use the corpus to build samples of reverse-merger and change-of-control events. They key on CIK, filing date, and amendment adjacency from metadata.json, then extract director biographies, transaction descriptions, and ownership shifts to study long-run returns, governance quality of incoming boards, and sectoral concentration of shell activity.

Financial journalists

Reporters covering micro-cap markets and contested control changes use the dataset to surface transitions that escape mainstream coverage and to thread the same nominee directors across multiple shells. Director names, the Filed-by entity, and the transaction narrative anchor investigative pieces on serial reverse-merger operators.

SEC enforcement and SRO examiners

Enforcement and examination staff use the corpus for pattern detection across filings: clustering by recurring incoming directors, transfer agents, counsel, principal-office addresses, and short intervals between control changes. Combined with trading data, this supports identification of serial shell fraud and gatekeeper misconduct. Item 401 biographies, Item 403 tables, and the change-of-control description carry most of the signal.

Data vendors and quants

Quantitative researchers consume metadata.json to build event tables keyed on CIK, accession number, filing date, and form type, linking SC 14F1 to SC 14F1/A amendments and joining against price, volume, and subsequent 8-K and proxy events. Text mining of the HTML body extracts director names, ownership percentages, and transaction dates as NLP features for change-of-control event studies and micro-cap risk signals.

LLM and RAG developers

Teams building retrieval systems for securities-law and micro-cap workflows use the corpus as a focused training and evaluation set. Its compact size and highly stereotyped section order make it well suited to benchmarking extraction of director slates, transaction terms, and related-party disclosures, and to testing whether retrieval correctly links an SC 14F1 to the subsequent operating-business 8-K.

Specific Use Cases

Reverse-merger deal-flow monitoring

Boutique M&A advisors and shell brokers scan each month's form-sc-14f1-files/YYYY/YYYY-MM.zip for new SC 14F1 accessions, then pull the dual entities[] block to record Subject CIK, Filed-by CIK, SIC code, and state of incorporation. Joining the Subject's prior 10-K business description against the change-of-control narrative inside the primary .htm flags which shells just transferred to a new sponsor and what consideration was paid. The output is a rolling pipeline of completed reverse-merger transactions with counterparties, timestamps, and inferred deal economics.

Pre-effective change-of-control event-driven trading

Special-situations desks treat the filedAt timestamp as a t-minus-10-day clock to the new board taking office, well before the Super 8-K that names the operating business. They parse the Item 401 director biographies, the change-of-control section, and the post-transaction Item 403 ownership table to identify the incoming control block, then check ticker, float, and recent volume on the Subject. The result is a daily watchlist of micro-cap tickers entering a board reconstitution window, with size and direction calibrated to the identity of the incoming directors and the cleanliness of the share table.

Precedent-mining for SC 14F-1 drafting

Securities counsel drafting a fresh information statement query the corpus by Subject SIC, transaction type (share purchase versus merger versus contribution), and smaller-reporting-company status, then pull comparable Item 401, 402, 403, and 404 sections from recent originals. Reading the matched SC 14F1/A amendments alongside their originals reveals the specific paragraphs that were rewritten on the second pass — typically biography gaps, missing five-year history, or under-disclosed related-party arrangements — and surfaces standard captions, signature blocks, and certification language to lift. Output is a draft assembled from current-practice precedent rather than stale form-book templates.

Serial nominee and sponsor pattern detection

Enforcement staff, plaintiffs' firms, and investigative journalists build a graph keyed on individual director names extracted from Item 401 biographies, the Filed-by entity CIK, principal-office address, and signing officer. Counting recurrences of the same nominee director or sponsor group across multiple Subject CIKs within a short window identifies serial shell operators, recycled board slates, and gatekeepers (counsel, transfer agents) clustered around suspect transactions. The output supports referral memos, complaint exhibits, and reporter beat lists tracking specific operators across unrelated issuers.

Academic event-study panel construction

Empirical researchers assemble a clean change-of-control sample by enumerating every accession folder across the partitioned ZIPs, deduplicating originals against SC 14F1/A amendments via Subject CIK plus filing-date adjacency, and extracting incoming-director identities, ownership shifts, and transaction dates from the HTML body. Joining this panel against CRSP returns, subsequent 8-K Item 5.01/5.02 filings, and Forms 3/4 by the named directors yields ten-day-window event studies of returns, volume, and governance turnover around board reconstitutions outside a meeting.

LLM and RAG extraction benchmarks

ML teams use the corpus's compact size and stereotyped section order as an evaluation set for change-of-control extraction. Tasks include parsing director slates and ages from Item 401, normalizing pre- and post-transaction percentages from Item 403 tables, pulling counterparty names from the change-of-control paragraph, and linking each SC 14F1 to its SC 14F1/A amendment using only entities[], filedAt, and narrative similarity. The output is an extraction benchmark with ground-truth labels derivable from the primary .htm and metadata.json, scoring both retrieval and structured-field accuracy.

Dataset Access

The Form SC 14F1 Files Dataset is available through three complementary access methods: a JSON index endpoint for metadata discovery, a full archive download, and per-container monthly downloads. Containers are organized by year and month, with each filing stored inside an accession-number folder containing its original document files.

Dataset Index JSON API: https://api.sec-api.io/datasets/form-sc-14f1-files.json

This endpoint returns the dataset metadata and the full list of container files. It does not require an API key. Use it to discover available containers and to monitor which monthly archives have been updated in the latest refresh run, so you can selectively download only the containers that changed.

The response includes dataset-level fields (name, description, last updated timestamp, earliest sample date, total records, total size, supported form types, container format, file types) along with the full dataset download URL and an array of per-container entries with their download URL, key, size, record count, and last updated timestamp.

Example
1 {
2 "datasetId": "1f13365b-9ae0-6979-9059-b21bfd9f297f",
3 "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-sc-14f1-files.zip",
4 "name": "Form SC 14F1 Files Dataset",
5 "updatedAt": "2026-05-01T03:10:25.977Z",
6 "earliestSampleDate": "1994-01-01",
7 "totalRecords": 2694,
8 "totalSize": 37501016,
9 "formTypes": ["SC 14F1", "SC 14F1/A"],
10 "containerFormat": "ZIP",
11 "fileTypes": ["TXT", "JSON", "HTML", "PDF"],
12 "containers": [
13 {
14 "downloadUrl": "https://api.sec-api.io/datasets/form-sc-14f1-files/2025/2025-05.zip",
15 "key": "form-sc-14f1-files/2025/2025-05.zip",
16 "size": 482914,
17 "records": 12,
18 "updatedAt": "2026-05-01T03:10:25.977Z"
19 }
20 ]
21 }

Download Entire Dataset: https://api.sec-api.io/datasets/form-sc-14f1-files.zip?token=YOUR_API_KEY

Downloads the complete dataset as a single ZIP archive covering all SC 14F1 and SC 14F1/A filings from the earliest sample date (1994-01-01) onward. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-sc-14f1-files/2025/2025-05.zip?token=YOUR_API_KEY

Downloads one monthly container instead of the full archive. Each container is a ZIP file organized by year/year-month.zip, with filings nested under accession-number subfolders containing the original TXT, JSON, HTML, and PDF document files. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers EDGAR submissions filed under form types SC 14F1 and SC 14F1/A — the Schedule 14F-1 information statement required by Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder, and any amendments to it.

What does one record in this dataset represent?

One record is one EDGAR submission keyed by an 18-digit accession number, materialised as a per-accession folder containing every retained document component of the submission (primary information statement, exhibits, complete-submission text file) together with a dataset-side metadata.json manifest. An SC 14F1 original and its SC 14F1/A amendment are independent records, each with its own accession folder and manifest.

Who is required to file SC 14F1?

The Exchange Act reporting issuer whose board of directors is about to undergo a change in majority composition outside a security-holder meeting files the statement. The obligation applies only to issuers with a class of equity securities registered under Section 12 of the Exchange Act; the acquirer, the incoming director designees, and the selling control shareholders are subjects of the disclosure but not filers of SC 14F1.

When must SC 14F1 be filed?

Rule 14f-1 requires the issuer to transmit the information statement to all record holders of the class entitled to vote for directors at least ten days before the date the majority board change is to occur, and to file the statement with the Commission contemporaneously with that transmission. The form is event-driven rather than periodic.

What time period does the dataset cover, and how are files organized?

The dataset covers EDGAR-filed SC 14F1 and SC 14F1/A submissions from January 1994 to present, partitioned by filing month at the path form-sc-14f1-files/YYYY/YYYY-MM.zip. Inside each monthly ZIP, every accession folder for filings accepted by EDGAR during that calendar month sits side by side, with the folder name equal to the dashless accession number.

What file formats appear inside a record?

The dataset's file types are TXT, JSON, HTML, and PDF. Modern records are typically a single .htm primary document plus the dataset's metadata.json; older records (1994 through the late 1990s) commonly appear as plain-ASCII .txt submissions; some filers historically included a PDF rendition as a courtesy exhibit. Schedule 14F-1 is not within the SEC's structured-data tagging mandates, so no XBRL is present and linkToXbrl is empty across the historical span.

How does SC 14F1 differ from a Form 8-K Item 5.02 or a Schedule 14A?

SC 14F1 is pre-effective and far more detailed than 8-K Item 5.02: it is transmitted at least ten days before the new directors take office and includes full director biographies, executive compensation tables, and Item 403/404 ownership and related-party disclosure that Item 5.02 only summarizes. Schedule 14A applies when directors are elected at a meeting under a proxy solicitation, while SC 14F1 applies precisely when a majority of the board changes otherwise than at a meeting.