NuRAN Wireless Inc. announced that the United States Securities and Exchange Commission (SEC) has declared its Form 40-F registration statement effective as of June 26, 2026. This regulatory milestone removes a significant barrier to the company's goal of listing its common shares on the Nasdaq Capital Market, thereby opening access to U.S. investors. The effectiveness of the registration statement, filed under File No. 000-56857 pursuant to Section 12(g) of the Securities Exchange Act of 1934, marks a critical step in NuRAN's expansion strategy within the American capital markets.

Regulatory Milestones

The SEC's Division of Corporation Finance issued the order declaring the registration effective under the Multijurisdictional Disclosure System (MJDS). This system allows eligible Canadian issuers to register securities using existing Canadian continuous disclosure materials. While the registration is effective, the company noted that its application to list on the Nasdaq Capital Market is still under review and subject to satisfaction of all applicable listing requirements. There is no assurance that the listing will be obtained.

Strategic Implications

Francis Létourneau, Director and CEO of NuRAN Wireless, stated that the SEC order results from years of disciplined execution and rigorous disclosure standards. He emphasized that the effective registration brings the company closer to engaging American investors interested in connecting underserved populations in Africa. Under the MJDS framework, NuRAN can satisfy a substantial portion of its U.S. reporting obligations by filing the same annual disclosure documents prepared for Canadian regulators, creating administrative efficiency.

Next Steps and Private Placement

NuRAN clarified that the SEC registration effectiveness does not immediately result in a Nasdaq listing or change current trading venues. Shares continue to trade on the CSE, OTC Markets, and FSE. The company will issue a separate news release upon receiving Nasdaq listing approval. Additionally, NuRAN may complete a private placement offering for business growth and working capital, though the amount and pricing are yet to be determined. The securities offered in this placement have not been registered under the United States Securities Act of 1933.

NuRAN Wireless Inc. has taken significant steps toward a U.S. listing and broader capital access by filing a Form 40-F registration statement with the United States Securities and Exchange Commission (SEC). The filing supports the company's application to list its common shares on the Nasdaq Capital Market. Concurrently, the company filed a confidential preliminary short form base shelf prospectus with the British Columbia Securities Commission (BCSC) to offer securities worth up to C$100,000,000. These filings are designed to enhance NuRAN's ability to finance its Network-as-a-Service operations across Africa.

The Form 40-F was filed pursuant to the SEC's Multijurisdictional Disclosure System (MJDS), allowing NuRAN to use Canadian disclosure materials for U.S. registration. The listing remains subject to approval by the Nasdaq Stock Market LLC and the SEC declaring the registration statement effective. The confidential shelf prospectus, filed under National Instrument 44-102 Shelf Distributions, covers a 25-month period following the issuance of a final receipt. No securities will be offered until a final base shelf prospectus is receipted by Canadian authorities.

Regulatory Filing Details

The company provided specific details regarding the two regulatory milestones. The 40-F Registration Statement is currently under SEC review and has not yet become effective. The shelf prospectus provides flexibility for future offerings, which may include common shares, warrants, or units.

Strategic Impact and Compliance

Francis Letourneau, Director and CEO of NuRAN Wireless, stated that the filings reflect the maturity of the company's capital markets program and confidence in its business trajectory. He emphasized that the shelf prospectus provides financial flexibility to execute network deployments and country expansions. The company also confirmed that as of June 10, 2026, the BCSC removed NuRAN from default status, placing it in good standing following the remediation of outstanding regulatory defaults.

The 40-F Registration Statement is available for public review on the SEC's EDGAR system. NuRAN Wireless currently lists its shares on the Canadian Securities Exchange (CSE: NUR), OTC Markets (NRRWF), and the Frankfurt Stock Exchange (FSE: 1RN).