SEC Staff Updates FRM for Final Rules on SPACs, Shell Companies, and Projections
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Summary
The SEC staff updated the Division of Corporation Finance’s Financial Reporting Manual (FRM)[1] to reflect the final rules on special purpose acquisition companies (SPACs), shell companies, and projections effective in 2024. See BDO's Bulletin, SEC Adopts Rules on SPACS, Shell Companies, and Projections for more information on the final rules.
The SEC staff previously updated the FRM:
- To reflect the 2020 amendments to Regulation S-X for acquired and disposed businesses (the “S-X Acquisition Rules”). Guidance was also added for the 2020 amendments related to financial disclosure requirements about guarantors and issuers of guaranteed securities and affiliates whose securities collateralize a registrant’s securities. See BDO's Bulletin, SEC Staff Updates FRM for Acquired and Disposed Business Rules.
- To make conforming edits for the 2020 amendments to Regulation S-K; conforming edits to the real estate and other sections for the 2020 amendments to the S-X Acquisition Rules; revisions to address updated Public Company Accounting Oversight Board auditing standards and clarifications related to the independent accountants’ involvement; and miscellaneous other updates. See BDO's Bulletin, SEC Staff Updates FRM for Regulation S-K Amendments and Other Topics.
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Link to SEC staff’s Announcement
Link to FRM
[1] The FRM is an internal SEC staff reference document that provides general guidance on various SEC reporting topics. While not authoritative, the FRM is often a useful resource for evaluating SEC reporting issues.