[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.
* * * * *

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 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 <a href="/cdn-cgi/l/email-protection#294f5b0740475a594c4a5d4046476947485b48074e465f"><span class="__cf_email__" data-cfemail="f99f8bd790978a899c9a8d909697b997988b98d79e968f">[email protected]</span></a>. 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


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