[Federal Register Volume 89, Number 204 (Tuesday, October 22, 2024)]
[Rules and Regulations]
[Pages 84280-84281]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-24355]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11304; 34-101023; 39-2556; IC-35322]
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 24.3 will
be deployed in the EDGAR system on September 16, 2024.
DATES: Effective October 22, 2024. The incorporation by reference of
the revised Filer Manual is approved by the Director of the Federal
Register as of October 22, 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, Jane Patterson, Senior Special Counsel, or
Lidian Pereira, Senior Special Counsel, in the EDGAR Business Office at
(202) 551-3900. For questions regarding the addition of the ability to
include a co-registrant on a draft registration statement submission,
please contact Robert Errett, Sean Harrison, or Joseph Lonergan in the
Disclosure Management Office, in the Division of Corporation Finance at
(202) 551-3225. For questions regarding filing Security-Based Swap
Execution Facilities' Chief Compliance Officer reports, financial
resource reports, and their respective amendments using Inline XBRL,
please contact Michael Coe, Assistant Director, in the Division of
Trading and Markets at (202) 551-4875. For questions regarding the
addition of the XBRL Taxonomy for cybersecurity disclosures required to
be included in Forms 6-K, 8-K, 10-K, and 20-F (and the variants 10-KT,
10-K/A, 10-KT/A, 20-F/A, 8-K/A, and 6-K/A), please contact the Office
of Structured Disclosure in the Division of Economic and Risk Analysis
at (202) 551-5494.
SUPPLEMENTARY INFORMATION: We are adopting an updated Filer Manual,
Volume II: ``EDGAR Filing,'' Version 71 (September 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 24.3 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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Allowance of Co-registrants in a Draft Registration Statement in
Certain Circumstances
On January 24, 2024, the SEC adopted rules related to initial
public offerings by special purpose acquisition companies (``SPACs'')
and subsequent business combination transactions between SPACs and
private operating companies (``de-SPAC transactions'').\3\ Under the
rules, the private operating company in a de-SPAC transaction would be,
in some instances, a co-registrant for purposes of the registration
statement filed in connection with the de-SPAC transaction. EDGAR will
be updated to permit co-registrants in a draft registration submission.
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\3\ 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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Registered Security-Based Swap Execution Facilities' Chief Compliance
Officer Reports and Financial Resource Reports Using Inline XBRL
EDGAR will be updated to allow registered security-based swap
execution facilities (``SBSEFs'') to file chief compliance officer
reports and financial resource reports using Inline XBRL. Chief
compliance officer reports and amendments will be filed as SBSEF-CCO-
RPT and SBSEF-CCO-RPT/A submissions, respectively. Quarterly financial
resource reports and amendments, and financial resource reports
pursuant to Commission requests and amendments will be filed
[[Page 84281]]
as SBSEF-FIN-QTR, SBSEF-FIN-QTR/A, SBSEF-FIN-REQ, and SBSEF-FIN-REQ/A
submissions, respectively.\4\
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\4\ Security-Based Swap Execution and Registration and
Regulation of Security-Based Swap Execution Facilities, Release No.
34-98845 (Nov. 2, 2023) [88 FR 87156 (Dec. 15, 2023)].
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Addition of XBRL Taxonomy for Cybersecurity Disclosures
EDGAR will be updated to allow filers to use the appropriate XBRL
Taxonomy for cybersecurity disclosures required to be included in Forms
6-K, 8-K, 10-K, and 20-F (and the variants 10-KT, 10-K/A, 10-KT/A, 20-
F/A, 8-K/A, and 6-K/A).\5\
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\5\ Cybersecurity Risk Management, Strategy, Governance, and
Incident Disclosure, Release No. 33-11216 (July 26, 2023) [88 FR
51896 (Aug. 4, 2023)].
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Removal of the Index From Volume II of the EDGAR Filer Manual
Volume II of the Filer Manual will be updated to remove the Index.
Filers may continue to use the Table of Contents which links directly
to chapters and topics, and the document search function of this online
manual.
III. 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.
IV. 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'').\6\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \7\ or a report to
Congress under the Small Business Regulatory Enforcement Fairness Act
of 1996.\8\
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\6\ 5 U.S.C. 553(b)(A).
\7\ 5 U.S.C. 601 through 612.
\8\ 5 U.S.C. 804(3)(c).
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The effective date for the updated Filer Manual and related rule
amendments is October 22, 2024. In accordance with the APA,\9\ 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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\9\ 5 U.S.C. 553(d)(3).
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V. 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,\10\ sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the
Securities Exchange Act of 1934,\11\ section 319 of the Trust Indenture
Act of 1939,\12\ and sections 8, 30, 31, and 38 of the Investment
Company Act of 1940.\13\
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\10\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\11\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\12\ 15 U.S.C. 77sss.
\13\ 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.
* * * * *
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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 71 (September 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: September 16, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-24355 Filed 10-21-24; 8:45 am]
BILLING CODE 8011-01-P