[Federal Register Volume 89, Number 154 (Friday, August 9, 2024)]
[Rules and Regulations]
[Pages 65179-65180]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-17563]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-11293; 34-100439; 39-2555; IC-35220]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
adopting amendments to Volume II of the Electronic Data Gathering, 
Analysis, and Retrieval system Filer Manual (``EDGAR Filer Manual'' or 
``Filer Manual'') and related rules and forms. EDGAR Release 24.2 will 
be deployed in the EDGAR system on July 1, 2024.

DATES: Effective date: August 9, 2024. The incorporation by reference 
of the revised Filer Manual is approved by the Director of the Federal 
Register as of August 9, 2024.

FOR FURTHER INFORMATION CONTACT: For questions regarding the amendments 
to Volume II of the Filer Manual, please contact Rosemary Filou, Deputy 
Director and Chief Counsel, Laurita Finch, Senior Special Counsel, or 
Lidian Pereira, Senior Special Counsel, in the EDGAR Business Office at 
(202) 551-3900. For questions regarding the submission of forms related 
to registering with the Commission as a security-based swap execution 
facility, please contact Michael Coe, Assistant Director, in the 
Division of Trading and Markets at (202) 551-4875. For questions 
regarding the availability of exhibit EX-98 under Item 1607 of 
Regulation S-K, please contact Robert Errett, Chief, Disclosure 
Management Office, in the Division of Corporation Finance at (202) 551-
3225, for questions regarding the removal of obsolete Forms 10-KSB and 
10-QSB, please contact Sean Harrison, Special Counsel, Disclosure 
Management Office, in the Division of Corporation Finance at (202) 551-
3249.

SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual, 
Volume II: ``EDGAR Filing,'' Version 70 (July 2024) and amendments to 
17 CFR 232.301 (``Rule 301''). The updated Filer Manual is incorporated 
by reference into the Code of Federal Regulations.

I. Background

    The Filer Manual contains information needed for filers to make 
submissions on EDGAR. Filers must comply with the applicable provisions 
of the Filer Manual in order to assure the timely acceptance and 
processing of filings made in electronic format.\1\ Filers must consult 
the Filer Manual in conjunction with our rules governing mandated 
electronic filings when preparing documents for electronic submission.
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    \1\ See Rule 301 of Regulation S-T.
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II. EDGAR System Changes and Associated Modifications to Volume II of 
the Filer Manual

    EDGAR is being updated in EDGAR Release 24.2 and corresponding 
amendments to Volume II of the Filer Manual are being made to reflect 
these changes, as described below.\2\
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    \2\ EDGAR Release 24.2 was deployed on July 1, 2024.
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Forms Related to Application for Registration as a Security-Based Swap 
Execution Facility

    On November 2, 2023, the Commission adopted a set of rules and 
forms to create a regime for the registration and regulation of 
security-based swap execution facilities and address other issues 
relating to security-based swap execution generally.\3\ To reflect 
these rules and forms, EDGAR will allow filers to submit forms to apply 
for registration with the Commission as a security-based swap execution 
facility (Form SBSEF) under 17 CFR 242.803, to amend an application 
prior to full registration (Form SBSEF/A), to request to withdraw a 
pending application for registration (Form SBSEF-W), and to request to 
vacate an effective registration (Form SBSEF-V). Filers will be able to 
file Form SBSEF and certain of its related exhibits in custom XML, 
Inline XBRL, and PDF formats as provided in the Regulation SE adopting 
release.\4\
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    \3\ Security-Based Swap Execution and Registration and 
Regulation of Security-Based Swap Execution Facilities, Release No. 
34-98845 (Nov. 2, 2023) [88 FR 87156, 87229-30 (Dec. 15, 2023)].
    \4\ Id.
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Removal of Obsolete Forms 10-KSB and 10-QSB From the EDGAR Filer Manual

    The EDGAR Filer Manual will be updated to remove obsolete Forms 10-
KSB and 10-QSB from the ``Index to Forms Table.'' Removal is consistent 
with the previous rescission of Regulation S-B and all forms with the 
``SB'' designation.\5\
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    \5\ Smaller Reporting Company Regulatory Relief and 
Simplification, Release No. 33-8876 (Dec. 19, 2007), [73 FR 934 
(Jan. 4, 2008)].
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Removal of Screenshots From Chapter 8

    The EDGAR Filer Manual will be updated to remove screenshots from 
Chapter 8 of the Filer Manual that duplicate instructions provided in 
the text.

III. Other EDGAR Changes

Availability of Exhibit EX-98 for Attachments Required Under Item 1607 
of Regulation S-K

    In connection with the Commission's rules intended to enhance 
investor protections in initial public offerings by Special Purpose 
Acquisition Companies (SPACs), and in subsequent business combination 
transactions between SPACs and private operating companies, EDGAR will 
be updated to allow filers to attach any report, opinion, or appraisal 
required to be filed as an exhibit under Item 1607 of Regulation S-K as 
exhibit EX-98 to EDGAR submission variants of Forms S-1, S-4, F-1, F-4, 
and Schedules TO, 14A, and 14C.\6\
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    \6\ Special Purpose Acquisition Companies, Shell Companies, and 
Projections, Release No. 33-11265 (Jan. 24, 2024) [89 FR 14158 (Feb. 
26, 2024)].
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IV. Amendments to Rule 301 of Regulation S-T

    Along with the adoption of the updated Filer Manual, we are 
amending Rule 301 of Regulation S-T to provide for the incorporation by 
reference into the Code of Federal Regulations of the current 
revisions. This incorporation by reference was approved by the Director 
of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR 
part 51.
    The updated EDGAR Filer Manual is available at https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual.

V. Administrative Law Matters

    Because the Filer Manual and rule amendments relate solely to 
agency procedures or practice and do not substantially alter the rights 
and obligations of non-agency parties, publication for notice and 
comment is not required under the Administrative Procedure Act 
(``APA'').\7\ It follows that the amendments do not require analysis 
under requirements of the Regulatory Flexibility Act \8\ or a report to 
Congress

[[Page 65180]]

under the Small Business Regulatory Enforcement Fairness Act of 
1996.\9\
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    \7\ 5 U.S.C. 553(b)(A).
    \8\ 5 U.S.C. 601 through 612.
    \9\ 5 U.S.C. 804(3)(c).
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    The effective date for the updated Filer Manual and related rule 
amendments is August 9, 2024. In accordance with the APA,\10\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The Commission believes that 
establishing an effective date less than 30 days after publication of 
these rules is necessary to coordinate the effectiveness of the updated 
Filer Manual with the related system upgrades.
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    \10\ 5 U.S.C. 553(d)(3).
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VI. Statutory Basis

    We are adopting the amendments to Regulation S-T under the 
authority in Sections 6, 7, 8, 10, and 19(a) of the Securities Act of 
1933,\11\ Sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the 
Securities Exchange Act of 1934,\12\ Section 319 of the Trust Indenture 
Act of 1939,\13\ and Sections 8, 30, 31, and 38 of the Investment 
Company Act of 1940.\14\
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    \11\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \12\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
    \13\ 15 U.S.C. 77sss.
    \14\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendments

    In accordance with the foregoing, title 17, chapter II of the Code 
of Federal Regulations is amended as follows:

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
1. The general authority citation for part 232 continues to read as 
follows:

    Authority: 15 U.S.C. 77c, 77f, 77g, 77h, 77j, 77s(a), 77z-3, 
77sss(a), 78c(b), 78l, 78m, 78n, 78n-1,78o(d), 78w(a), 78ll, 80a-
6(c), 80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 
1350, unless otherwise noted.
* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets forth 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 41 (December 2022). The requirements for filing on EDGAR are 
set forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR 
Filing,'' Version 70 (July 2024). All of these provisions have been 
incorporated by reference into the Code of Federal Regulations, which 
action was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with 
these requirements in order for documents to be timely received and 
accepted. The EDGAR Filer Manual is available for inspection at the 
Commission and at the National Archives and Records Administration 
(NARA). The EDGAR Filer Manual is available for website viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE, 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Operating conditions may limit access to the 
Commission's Public Reference Room. For information on the availability 
of the EDGAR Filer Manual at NARA, visit www.archives.gov/federal-register/cfr/ibr-locations.html or email [email protected]. The 
EDGAR Filer Manual may also be obtained from https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual.

    By the Commission.

    Dated: July 1, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-17563 Filed 8-8-24; 8:45 am]
BILLING CODE 8011-01-P