By Brazil Stock Guide – Assaí Atacadista (ASAI3) took the final step to end its regulatory presence in the United States by filing Form 15F with the Securities and Exchange Commission (SEC), seeking to terminate its registration and disclosure obligations under the Securities and Exchange Act of 1934. The move follows the delisting of the company’s American Depositary Shares (ADSs) from the New York Stock Exchange (NYSE), effective before the market opened on January 10, 2025.
With the filing of Form 15F, the company’s SEC reporting obligations are immediately suspended. In the absence of any objection from the regulator, the deregistration is expected to become effective within 90 days, formally closing Assaí’s regulatory chapter in the US capital markets.
Orderly exit
The decision concludes a process launched in December 2024 and reinforces Assaí’s strategy of concentrating capital, governance and investor communication in Brazil, where its core operations and shareholder base are located. The company said its common shares will remain listed on B3’s Novo Mercado, subject to Brazilian regulation, with full compliance with periodic and event-driven disclosures.
Assaí also underscored that virtually all trading liquidity is already concentrated on B3, which has become its principal—and in practice only—relevant trading venue. The shift removes fragmentation between markets and aligns liquidity, governance and decision-making within a single regulatory framework.
“The filing of Form 15F closes a regulatory phase, but it does not change our commitment to transparency and governance,” the company said in a statement released on Tuesday.
Governance without dual listing
Despite exiting the SEC regime, Assaí said it will voluntarily maintain its current corporate governance practices, consistent with Novo Mercado standards. Its ADR programme has been downgraded to Level I, and the ADSs will continue to trade over the counter (OTC) in the US, without the disclosure requirements applicable to SEC-registered issuers.
For market participants, the move reflects a broader cost-benefit reassessment of dual listings. With limited liquidity abroad and rising compliance costs, Brazilian companies have increasingly chosen to focus on domestic markets, where investor participation is deeper and information asymmetries are lower.