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Proposed RuleSignificant2025-104282025-06-09

Concept Release on Foreign Private Issuer Eligibility

Securities and Exchange Commission

Abstract

The Securities and Exchange Commission ("Commission") is publishing this concept release to solicit comments on the definition of a foreign private issuer ("FPI"). There have been several developments within the FPI population since the Commission last conducted a broad review of reporting FPIs and the eligibility criteria for FPI status. These developments have prompted us to consider whether the current FPI definition should be revised so that it better represents the issuers that the Commission intended to benefit from current FPI accommodations while continuing to protect investors and promote capital formation.

Action & Dates

Action
Concept release; request for comments.
Dates
Comments should be received on or before September 8, 2025.

CFR References

Public Comment

Comments Close
2025-09-08

Document Excerpt

Document Headings Document headings vary by document type but may contain the following: the agency or agencies that issued and signed a document the number of the CFR title and the number of each part the document amends, proposes to amend, or is directly related to the agency docket number / agency internal file number the RIN which identifies each regulatory action listed in the Unified Agenda of Federal Regulatory and Deregulatory Actions See the Document Drafting Handbook for more details. Securities and Exchange Commission 17 CFR Parts 230, 239, 240, and 249 [Release Nos. 33-11376; 34-103176; File No. S7-2025-01] RIN 3235-AN35 AGENCY: Securities and Exchange Commission. ACTION: Concept release; request for comments. SUMMARY: The Securities and Exchange Commission (“Commission”) is publishing this concept release to solicit comments on the definition of a foreign private issuer (“FPI”). There have been several developments within the FPI population since the Commission last conducted a broad review of reporting FPIs and the eligibility criteria for FPI status. These developments have prompted us to consider whether the current FPI definition should be revised so that it better represents the issuers that the Commission intended to benefit from current FPI accommodations while continuing to protect investors and promote capital formation. DATES: Comments should be received on or before September 8, 2025. ADDRESSES: Comments may be submitted by any of the following methods: Electronic Comments Use the Commission's internet comment form ( https://www.sec.gov/​rules/​submitcomments.htm ); or Send an email to rule-comments@sec.gov . Please include File Number S7-2025-01 on the subject line. Paper Comments Send paper comments to Vanessa A. Countryman, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to File Number S7-2025-01. This file number should be included

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Full Document

Citation: 90 FR 24232