[Federal Register Volume 90, Number 74 (Friday, April 18, 2025)]
[Rules and Regulations]
[Pages 16461-16463]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-06698]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-11369; 34-102685; 39-2560; IC-35502]
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. Version 73 of Volume II
of the Filer Manual reflects and identifies changes to EDGAR made in
connection with Release 25.1, and Version 74 of Volume II of the Filer
Manual synthesizes changes from Version 73 with changes to EDGAR made
in connection with the Commission's September 27, 2024, EDGAR Filer
Access and Account Management rulemaking (``EDGAR Next''). The
Commission is incorporating by reference Version 74 of Volume II.
DATES: Effective date: April 18, 2025. The incorporation by reference
of certain material listed in this final rule is approved by the
Director of the Federal Register as of April 18, 2025. The
incorporation by reference of certain other material listed in this
final rule was approved by the Director of the Federal Register as of
March 24, 2025.
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, Lidian Pereira, Senior Special Counsel, or
Jane Patterson, Senior Special Counsel, in the EDGAR Business Office at
(202) 551-3900. For questions regarding Inline XBRL tagging
requirements for disclosures by Special Purpose Acquisition Companies,
please contact Robert Errett, Sean Harrison, Todd Canali or Joseph
Lonergan in the Disclosure Management Office in the Division of
Corporation Finance at (202) 551-3225. For questions regarding filers'
transition to access EDGAR Next, please contact Filer Support in the
EDGAR Business Office at (202) 551-8900 and select option ``2''.
SUPPLEMENTARY INFORMATION: We are adopting updated versions of the
Filer Manual, Volume II: ``EDGAR Filing,'' Versions 73 and 74 (March
2025) and
[[Page 16462]]
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 25.1 and in connection with
the EDGAR Next rulemaking, 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 24.4 was deployed on Dec. 16, 2024.
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Inline XBRL Tagging Requirements for Disclosures by Special Purpose
Acquisition Companies (``SPACs'')
In January 2024, the Commission adopted new rules and form
amendments applicable to initial public offerings by special purpose
acquisition companies (``SPACs'') and in subsequent business
combination transactions between SPACs and target companies.\3\
Beginning in June 2025, registrants must tag disclosure required under
the final rules in Inline XBRL. EDGAR is being updated to support
compliance with the tagging requirements. These changes are reflected
in Version 73 of Volume II, operational March 17, 2025.
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\3\ See Special Purpose Acquisition Companies, Shell Companies,
and Projections, Release No. 33-11265 (Jan. 24, 2024) [89 FR 14158
(Feb. 26, 2024)]; Correction to amendatory instruction [89 FR 51823
(Feb. 26, 2024)].
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EDGAR Filer Access and Account Management (``EDGAR Next'')
On September 27, 2024, the Commission adopted rule and form
amendments related to EDGAR filer access and account management known
as EDGAR Next, including but not limited to amendments to Form ID, the
application for EDGAR access and the EDGAR Filer Manual, Volume I.\4\
On March 24, 2025, pursuant to the EDGAR Next adopting release,
amendments to Form ID and to Volume I of the Filer Manual were
effective. In addition, the EDGAR Filer Management website
``dashboard'' was implemented, the EDGAR access process for asset-
backed security issuing entities was moved from the EDGAR Filing
website to the dashboard, and optional Application Interfaces for
interaction with EDGAR became available for filers that have enrolled
in EDGAR Next and those whose Form ID application for EDGAR access was
granted on or after March 24, 2025.
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\4\ See EDGAR Filer Access and Account Management, Release No.
33-11313 (Sept. 27, 2024) [89 FR 106108 (Dec. 27, 2024)].
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In the EDGAR Next adopting release, the Commission also indicated
that it expected to adopt additional changes to Volume II of the EDGAR
Filer Manual in accord with the rule and form amendments prior to
September 15, 2025. Volume II of the Filer Manual was, therefore,
amended to correspond to the changes to Volume I of the Filer Manual
that the Commission approved as part of the EDGAR Next rulemaking.
These changes are reflected in Version 74 of Volume II. Volume II of
the Filer Manual, Version 74 was posted on March 24, 2025, when amended
Form ID and Volume I of the Filer Manual were effective.
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'').\5\ It follows that the amendments do not require analysis
under requirements of the Regulatory Flexibility Act \6\ or a report to
Congress under the Small Business Regulatory Enforcement Fairness Act
of 1996.\7\
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\5\ 5 U.S.C. 553(b)(A).
\6\ 5 U.S.C. 601 through 612.
\7\ 5 U.S.C. 804(3)(c).
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The effective date for the updated Filer Manual and related rule
amendments is April 18, 2025. In accordance with the APA,\8\ 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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\8\ 5 U.S.C. 553(d)(3).
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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,\9\ sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities
Exchange Act of 1934,\10\ section 319 of the Trust Indenture Act of
1939,\11\ and sections 8, 30, 31, and 38 of the Investment Company Act
of 1940.\12\
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\9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78o-4, 78w, and 78ll.
\11\ 15 U.S.C. 77sss.
\12\ 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.
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 42, issued September 27, 2024. The requirements for filing on
EDGAR are set forth in the updated EDGAR Filer
[[Page 16463]]
Manual, Volume II: ``EDGAR Filing,'' Version 74 (March 2025). All EDGAR
material referenced in this paragraph is incorporated by reference into
this section with the approval of the Director of the Federal Register
under 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; (202) 551-3900; [email protected], 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. The EDGAR Filer
Manual may also be obtained from https://www.sec.gov/edgar/filerinformation/current-edgar-filer-manual. For information on the
availability of the EDGAR Filer Manual at NARA, visit www.archives.gov/federal-register/cfr/ibr-locations or email [email protected].
By the Commission.
Dated: March 17, 2025.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2025-06698 Filed 4-17-25; 8:45 am]
BILLING CODE 8011-01-P