Knowing that the SEC’s EDGAR staff is facing a backlog to process a deluge of Form IDs – which will contribute to delinquencies in the early days for FPIs required to file their Form 3s on March 18th – Corp Fin added these two additional FAQs last night to the five FAQs it posted last week:
“(6) Question: A director or officer of a foreign private issuer with a class of equity securities registered under Section 12 of the Exchange Act submitted a completed Form ID application and related required documents for EDGAR access before March 18, 2026. The person did not receive EDGAR access by March 18, 2026 and was therefore unable to timely file the required Section 16(a) reports. Will the staff recommend enforcement action against the person for the failure to timely file the required Section 16(a) report?
Answer: In light of the unusually large number of Form ID applications submitted as a result of the HFIA Act, the staff will not recommend enforcement action against a director or officer of a foreign private issuer for the untimely filing of a Section 16(a) report caused by lack of EDGAR access as long as:
- the person submitted a completed Form ID application and the related required documents before March 18, 2026;
- the person did not receive EDGAR access by March 18, 2026; and
- the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.
(7) Question: Is the no-action position described in the Answer to Question 6 also available to directors, officers, and beneficial owners of domestic issuers who are unable to make a timely filing of a Section 16(a) report due to the lack of EDGAR access before the filing deadline for the Section 16(a) report?
Answer: Yes. Recognizing the impact of the HFIA Act on the overall processing time for Form ID applications, the no-action position is available to directors, officers, and beneficial owners of domestic issuers, provided the following conditions are met:
- the person submitted a completed Form ID application and the related required documents before the filing deadline for the required Section 16(a) report if such deadline is between December 18, 2025 and March 18, 2026;
- the person did not receive EDGAR access by the filing deadline for the required Section 16(a) report; and
- the person files the required Section 16(a) report as soon as possible after receiving EDGAR access but in no event later than April 1, 2026.
The domestic issuer must identify the affected Section 16(a) report as a late report in its Item 405 of Regulation S-K disclosure of delinquent Section 16(a) filings and can disclose its reliance on this no-action position in its Item 405 disclosure.”
Authored by
Broc Romanek