Adoption of Updated EDGAR Filer Manual

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. Filers must consult the Filer Manual in conjunction with our rules governing mandated electronic filings when preparing documents for electronic submission.

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.

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”). 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.

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 as SBSEF-FIN-QTR, SBSEF-FIN-QTR/A, SBSEF-FIN-REQ, and SBSEF-FIN-REQ/A submissions, respectively.

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).

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”). It follows that the amendments do not require analysis under requirements of the Regulatory Flexibility Act or a report to Congress under the Small Business Regulatory Enforcement Fairness Act of 1996.

The effective date for the updated Filer Manual and related rule amendments is October 22, 2024. In accordance with the APA, 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.

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, sections 3, 12, 13, 14, 15, 15B, 23, and 35A of the Securities Exchange Act of 1934, section 319 of the Trust Indenture Act of 1939, and sections 8, 30, 31, and 38 of the Investment Company Act of 1940.

Text of the Amendments

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

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), 78 l, 78m, 78n, 78n-1,78 o (d), 78w(a), 78 ll, 80a-6(c), 80a-8, 80a-29, 80a-30, 80a-37, 7201 et seq.; and 18 U.S.C. 1350, unless otherwise noted.

2. Section 232.301 is revised to read as follows:

[FR Doc. 2024-24355 Filed 10-21-24; 8:45 am]

BILLING CODE 8011-01-P