Legal · US
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$100,000 limitation for incentive stock options.
CFR · 2024-01-01
· US
· Title 26
(a) (2) (b) (1) An option that does not meet the requirements of § 1.422-2 when granted (including an option which, when granted, contains terms providing that it will not be treated as an incentive stock option) is disregarded. See § 1.422-2(a)(4). (2) The fair market value of stock is determined as of the date of grant of the option for such stock. (3) Except as otherwise provided in paragraph (b)(4) of this section, options are taken into account in the order in which they are granted. (4) For purposes of this section, an option is considered to be first exercisable during a calendar year if the option will become exercisable at any time during the year assuming that any condition on the optionee's ability to exercise the option related to the performance of services is satisfied. If the optionee's ability to exercise the option in the year is subject to an acceleration provision, then the option is considered first exercisable in the calendar year in which the acceleration provision is triggered. After an acceleration provision is triggered, the options subject to such provision are then taken into account in accordance with paragraph (b)(3) of this section for purposes of applying the limitation described in paragraph (a)(2) of this section to all options first exercisable during a calendar year. However, because an acceleration provision is not taken into account prior to its triggering, an incentive stock option that becomes exercisable for the first time during a (5)(
official document
· source cfr-2024
$15 million limitation for output facilities.
CFR · 2024-01-01
· US
· Title 26
(a) (i) More than $15 million of the proceeds of the issue to be used with respect to an output facility are to be used for a private business use. Investment proceeds are disregarded for this purpose if they are not allocated disproportionately to the private business use portion of the issue. (ii) The payment of the principal of, or the interest on, more than $15 million of the sale proceeds of the portion of the issue used with respect to an output facility is (under the terms of the issue or any underlying arrangement) directly or indirectly— (A) Secured by any interest in an output facility used or to be used for a private business use (or payments in respect of such an output facility); or (B) To be derived from payments (whether or not to the issuer) in respect of an output facility used or to be used for a private business use. (2) (ii) (A) That bond is outstanding on the issue date of the later issue; (B) That bond will not be redeemed within 90 days of the issue date of the later issue in connection with the refunding of that bond by the later issue; and (C) 5 percent or more of the sale proceeds of the earlier issue financed an output facility that is part of the same project as the output facility that is financed by 5 percent or more of the sale proceeds of the later issue. (3) (ii) (b) (i) Generation, transmission and distribution facilities; (ii) Separate facilities designed to serve wholesale customers and retail customers; and (iii) A peaking unit and a basel
official document
· source cfr-2024
$3,000 limitation.
CFR · 2024-01-01
· US
· Title 26
(a) (2) The $3,000 limitation applies only if the remuneration paid during any one calendar year by an employer to the same employee for employment performed after 1938 exceeds $3,000. The limitation in such case relates to the amount of remuneration paid during any one calendar year for employment after 1938 and not to the amount of remuneration for employment performed in any one calendar year. (3) If during a calendar year an employee is paid remuneration by more than one employer, the limitation of wages to the first $3,000 of remuneration paid applies, not to the aggregate remuneration paid by all employers with respect to employment performed after 1938, but instead to the remuneration paid during such calendar year by each employer with respect to employment performed after 1938. In such case the first $3,000 paid during the calendar year by each employer constitutes wages and is subject to the tax. In connection with the application of the $3,000 limitation, see also paragraph (b) of this section relating to the circumstances under which wages paid by a predecessor employer are deemed to be paid by his successor. In connection with the annual wage limitation in the case of remuneration after December 31, 1978 from two or more related corporations that compensate an employee through a common paymaster, see § 31.3306(p)-1. (b) (2) The wages paid, or considered as having been paid, by a predecessor to an employee shall, for purposes of the $3,000 limitation, be treated a
official document
· source cfr-2024
'Luxury goods' sanctions against Russia and Belarus and Russian and Belarusian oligarchs and malign actors.
CFR · 2024-01-01
· US
· Title 15
(a) (2) (b) (c) (1) License Exception BAG, excluding firearms and ammunition (§ 740.14, excluding paragraph (e), of the EAR). (2) License Exception AVS for saloon stores and supplies, excluding any saloon stores and supplies for aircraft registered in, owned, or controlled by, or under charter or lease by Russia or Belarus or a national of Russia or Belarus (§ 740.15(b)(3)(v) of the EAR). (3) License Exception CCD (§ 740.19 of the EAR).
official document
· source cfr-2024
(
CFR · 2024-01-01
· US
· Title 40
An exemption from the requirement of a tolerance is established for residues of the biological insecticide (pheromone) (
official document
· source cfr-2024
(2S)-5-Oxopyrrolidine-2-carboxylic Acid (L-PCA); exemption from the requirement of a tolerance.
CFR · 2024-01-01
· US
· Title 40
An exemption from the requirement of a tolerance is established for residues of the pesticide, (2S)-5-Oxopyrrolidine-2-carboxylic Acid (L-PCA) in or on all food commodities when used as a plant growth regulator in accordance with label directions and good agricultural practices.
official document
· source cfr-2024
(Item 10) General.
CFR · 2024-01-01
· US
· Title 17
(b) (1) (2) (ii) The presentation of projected measures that are not based on historical financial results or operational history should be clearly distinguished from projected measures that are based on historical financial results or operational history. (iii) It generally would be misleading to present projections that are based on historical financial results or operational history without presenting such historical financial results or operational history with equal or greater prominence. (iv) The presentation of projections that include non-GAAP financial measures should (f) * * * (2) * * * (iv) Upon the consummation of a de-SPAC transaction, as defined in § 229.1601(a) (Item 1601(a) of Regulation S-K), an issuer must re-determine its status as a smaller reporting company pursuant to the thresholds set forth in paragraph (f)(1) of this section prior to its first filing, other than pursuant to Items 2.01(f), 5.01(a)(8), and/or 9.01(c) of Form 8-K, following the de-SPAC transaction and reflect this re-determination in its filings, beginning 45 days after consummation of the de-SPAC transaction. (A) Public float is measured as of a date within four business days after the consummation of the de-SPAC transaction and is computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates as of that date by the price at which the common equity was last sold, or the average of the bid and asked prices of common equi
official document
· source cfr-2024
(Item 1000) Definitions.
CFR · 2024-01-01
· US
· Title 17
The following definitions apply to the terms used in Regulation M-A (§§ 229.1000 through 229.1016), unless specified otherwise: (a) (b) (c) (d) (e) (f) (g) (h)
official document
· source cfr-2024
(Item 1001) Summary term sheet.
CFR · 2024-01-01
· US
· Title 17
The publisher provides no abstract for this document; none is invented here.
official document
· source cfr-2024
(Item 1002) Subject company information.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (c) (d) (e) (f)
official document
· source cfr-2024
(Item 1003) Identity and background of filing person.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (c) (1) Current principal occupation or employment and the name, principal business and address of any corporation or other organization in which the employment or occupation is conducted; (2) Material occupations, positions, offices or employment during the past five years, giving the starting and ending dates of each and the name, principal business and address of any corporation or other organization in which the occupation, position, office or employment was carried on; (3) A statement whether or not the person was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors). If the person was convicted, describe the criminal proceeding, including the dates, nature of conviction, name and location of court, and penalty imposed or other disposition of the case; (4) A statement whether or not the person was a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws. Describe the proceeding, including a summary of the terms of the judgment, decree or final order; and (5) Country of citizenship. (d)
official document
· source cfr-2024
(Item 1004) Terms of the transaction.
CFR · 2024-01-01
· US
· Title 17
(a) (1) (i) The total number and class of securities sought in the offer; (ii) The type and amount of consideration offered to security holders; (iii) The scheduled expiration date; (iv) Whether a subsequent offering period will be available, if the transaction is a third-party tender offer; (v) Whether the offer may be extended, and if so, how it could be extended; (vi) The dates before and after which security holders may withdraw securities tendered in the offer; (vii) The procedures for tendering and withdrawing securities; (viii) The manner in which securities will be accepted for payment; (ix) If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata basis and the offeror's present intentions in the event that the offer is oversubscribed; (x) An explanation of any material differences in the rights of security holders as a result of the transaction, if material; (xi) A brief statement as to the accounting treatment of the transaction, if material; and (xii) The federal income tax consequences of the transaction, if material. (2) (i) A brief description of the transaction; (ii) The consideration offered to security holders; (iii) The reasons for engaging in the transaction; (iv) The vote required for approval of the transaction; (v) An explanation of any material differences in the rights of security holders as a result of the transaction, if material; (vi) A brief statement as to the accounting treatment of the transacti
official document
· source cfr-2024
(Item 1005) Past contacts, transactions, negotiations and agreements.
CFR · 2024-01-01
· US
· Title 17
(a) (1) The subject company or any of its affiliates that are not natural persons if the aggregate value of the transactions is more than one percent of the subject company's consolidated revenues for: (i) The fiscal year when the transaction occurred; or (ii) The past portion of the current fiscal year, if the transaction occurred in the current year; and (2) Any executive officer, director or affiliate of the subject company that is a natural person if the aggregate value of the transaction or series of similar transactions with that person exceeds $60,000. (b) (1) Merger; (2) Consolidation; (3) Acquisition; (4) Tender offer for or other acquisition of any class of the subject company's securities; (5) Election of the subject company's directors; or (6) Sale or other transfer of a material amount of assets of the subject company. (c) (1) Any affiliates of the subject company; or (2) The subject company or any of its affiliates and any person not affiliated with the subject company who would have a direct interest in such matters. (d) (1) The subject company, its executive officers, directors or affiliates; or (2) The offeror, its executive officers, directors or affiliates. (e)
official document
· source cfr-2024
(Item 1006) Purposes of the transaction and plans or proposals.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (c) (1) Any extraordinary transaction, such as a merger, reorganization or liquidation, involving the subject company or any of its subsidiaries; (2) Any purchase, sale or transfer of a material amount of assets of the subject company or any of its subsidiaries; (3) Any material change in the present dividend rate or policy, or indebtedness or capitalization of the subject company; (4) Any change in the present board of directors or management of the subject company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract of any executive officer; (5) Any other material change in the subject company's corporate structure or business, including, if the subject company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote would be required by Section 13 of the Investment Company Act of 1940 (15 U.S.C. 80a-13); (6) Any class of equity securities of the subject company to be delisted from a national securities exchange or cease to be authorized to be quoted in an automated quotations system operated by a national securities association; (7) Any class of equity securities of the subject company becoming eligible for termination of registration under section 12(g)(4) of the Act (15 U.S.C. 78 (8) The suspension of the subject company's obligation to fi
official document
· source cfr-2024
(Item 1007) Source and amount of funds or other consideration.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (c) (d) (1) Provide a summary of each loan agreement or arrangement containing the identity of the parties, the term, the collateral, the stated and effective interest rates, and any other material terms or conditions of the loan; and (2) Briefly describe any plans or arrangements to finance or repay the loan, or, if no plans or arrangements have been made, so state.
official document
· source cfr-2024
(Item 1008) Interest in securities of the subject company.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (1) The identity of the persons specified in the Instruction to this section who effected the transaction; (2) The date of the transaction; (3) The amount of securities involved; (4) The price per share; and (5) Where and how the transaction was effected.
official document
· source cfr-2024
(Item 1009) Persons/assets, retained, employed, compensated or used.
CFR · 2024-01-01
· US
· Title 17
(a) (b)
official document
· source cfr-2024
(Item 101) Description of business.
CFR · 2024-01-01
· US
· Title 17
(a) (1) In describing developments, only information material to an understanding of the general development of the business is required. Disclosure may include, but should not be limited to, the following topics: (i) Any material changes to a previously disclosed business strategy; (ii) The nature and effects of any material bankruptcy, receivership, or any similar proceeding with respect to the registrant or any of its significant subsidiaries; (iii) The nature and effects of any material reclassification, merger or consolidation of the registrant or any of its significant subsidiaries; and (iv) The acquisition or disposition of any material amount of assets otherwise than in the ordinary course of business. (2) Notwithstanding the provisions of § 230.411(b) or § 240.12b-23(a) of this chapter, as applicable, a registrant may only forgo providing a full discussion of the general development of its business for a filing other than an initial registration statement if it provides an update to the general development of its business, disclosing all of the material developments that have occurred since the most recent registration statement or report that includes a full discussion of the general development of its business. In addition, the registrant must incorporate by reference, and include one active hyperlink to one registration statement or report that includes, the full discussion of the general development of the registrant's business. (3) Registrants: (i) Filing a regi
official document
· source cfr-2024
(Item 1010) Financial statements.
CFR · 2024-01-01
· US
· Title 17
(a) (1) Audited financial statements for the two fiscal years required to be filed with the company's most recent annual report under sections 13 and 15(d) of the Exchange Act (15 U.S.C. 78m; 15 U.S.C. 78o); (2) Unaudited balance sheets, comparative year-to-date statements of comprehensive income (as defined in § 210.1-02 of Regulation S-X of this chapter) and related earnings per share data and statements of cash flows required to be included in the company's most recent quarterly report filed under the Exchange Act; and (3) [Reserved] (4) Book value per share as of the date of the most recent balance sheet presented. (b) (1) The company's balance sheet as of the date of the most recent balance sheet presented under paragraph (a) of this section; (2) The company's statement of comprehensive income and earnings per share for the most recent fiscal year and the latest interim period provided under paragraph (a)(2) of this section; and (3) The company's book value per share as of the date of the most recent balance sheet presented under paragraph (a) of this section. (c) (1) The summarized financial information specified in § 210.1-02(bb)(1) of this chapter; (2) Income per common share from continuing operations (basic and diluted, if applicable); (3) Net income per common share (basic and diluted, if applicable); (4) [Reserved] (5) Book value per share as of the date of the most recent balance sheet; and (6) If material, pro forma data for the summarized financial information
official document
· source cfr-2024
(Item 1011) Additional information.
CFR · 2024-01-01
· US
· Title 17
(a) (1) Any present or proposed material agreement, arrangement, understanding or relationship between the offeror or any of its executive officers, directors, controlling persons or subsidiaries and the subject company or any of its executive officers, directors, controlling persons or subsidiaries (other than any agreement, arrangement or understanding disclosed under any other sections of Regulation M-A (§§ 229.1000 through 229.1016)); (2) To the extent known by the offeror after reasonable investigation, the applicable regulatory requirements which must be complied with or approvals which must be obtained in connection with the tender offer; (3) The applicability of any anti-trust laws; (4) The applicability of margin requirements under section 7 of the Act (15 U.S.C. 78g) and the applicable regulations; and (5) Any material pending legal proceedings relating to the tender offer, including the name and location of the court or agency in which the proceedings are pending, the date instituted, the principal parties, and a brief summary of the proceedings and the relief sought. (b) Furnish the information required by Item 402(t)(2) and (3) of this part (§ 229.402(t)(2) and (3)) and in the tabular format set forth in Item 402(t)(1) of this part (§ 229.402(t)(1)) with respect to each named executive officer (1) Of the subject company in a Rule 13e-3 transaction; or (2) Of the issuer whose securities are the subject of a third-party tender offer, regarding any agreement or unde
official document
· source cfr-2024
(Item 1012) The solicitation or recommendation.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (c) (d) (e)
official document
· source cfr-2024
(Item 1013) Purposes, alternatives, reasons and effects in a going-private transaction.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (c) (d)
official document
· source cfr-2024
(Item 1014) Fairness of the going-private transaction.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (c) (d) (e) (f)
official document
· source cfr-2024
(Item 1015) Reports, opinions, appraisals and negotiations.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (1) Identify the outside party and/or unaffiliated representative; (2) Briefly describe the qualifications of the outside party and/or unaffiliated representative; (3) Describe the method of selection of the outside party and/or unaffiliated representative; (4) Describe any material relationship that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of the relationship between: (i) The outside party, its affiliates, and/or unaffiliated representative; and (ii) The subject company or its affiliates; (5) If the report, opinion or appraisal relates to the fairness of the consideration, state whether the subject company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid; and (6) Furnish a summary concerning the negotiation, report, opinion or appraisal. The summary must include, but need not be limited to, the procedures followed; the findings and recommendations; the bases for and methods of arriving at such findings and recommendations; instructions received from the subject company or affiliate; and any limitation imposed by the subject company or affiliate on the scope of the investigation. (c)
official document
· source cfr-2024
(Item 1016) Exhibits.
CFR · 2024-01-01
· US
· Title 17
File as an exhibit to the schedule: (a) Any disclosure materials furnished to security holders by or on behalf of the filing person, including: (1) Tender offer materials (including transmittal letter); (2) Solicitation or recommendation (including those referred to in Item 1012 of Regulation M-A (§ 229.1012)); (3) Going-private disclosure document; (4) Prospectus used in connection with an exchange offer where securities are registered under the Securities Act of 1933; and (5) Any other disclosure materials; (b) Any loan agreement referred to in response to Item 1007(d) of Regulation M-A (§ 229.1007(d)); (c) Any report, opinion or appraisal referred to in response to Item 1014(d) or Item 1015 of Regulation M-A (§ 229.1014(d) or § 229.1015); (d) Any document setting forth the terms of any agreement, arrangement, understanding or relationship referred to in response to Item 1005(e) or Item 1011(a)(1) of Regulation M-A (§ 229.1005(e) or § 229.1011(a)(1)); (e) Any agreement, arrangement or understanding referred to in response to § 229.1005(d), or the pertinent portions of any proxy statement, report or other communication containing the disclosure required by Item 1005(d) of Regulation M-A (§ 229.1005(d)); (f) A detailed statement describing security holders' appraisal rights and the procedures for exercising those appraisal rights referred to in response to Item 1004(d) of Regulation M-A (§ 229.1004(d)); (g) Any written instruction, form or other material that is furnished to
official document
· source cfr-2024
(Item 102) Description of property.
CFR · 2024-01-01
· US
· Title 17
To the extent material, disclose the location and general character of the registrant's principal physical properties. In addition, identify the segment(s), as reported in the financial statements, that use the properties described. If any such property is not held in fee or is held subject to an encumbrance that is material to the registrant, so state and describe briefly how held.
official document
· source cfr-2024
(Item 103) Legal proceedings.
CFR · 2024-01-01
· US
· Title 17
(a) Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceedings and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities. Information may be provided by hyperlink or cross-reference to legal proceedings disclosure elsewhere in the document, such as in Management's Discussion & Analysis (MD&A), Risk Factors and notes to the financial statements. (b) No information need be given under this section for proceedings: (1) That involve negligence or other claims or actions if the business ordinarily results in such claims or actions, unless the claim or action departs from the normal kind of such claims or actions; or (2) That involve primarily a claim for damages if the amount involved, exclusive of interest and costs, does not exceed 10 percent of the current assets of the registrant and its subsidiaries on a consolidated basis. However, if any proceeding presents in large degree the same legal or factual issues as other proceedings pending or known to be contemplated, the amount involved in such other proceedings shall be included in com
official document
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(Item 104) Mine safety disclosure.
CFR · 2024-01-01
· US
· Title 17
(a) A registrant that is the operator, or that has a subsidiary that is an operator, of a coal or other mine shall provide the information specified below for the time period covered by the report: (1) For each coal or other mine of which the registrant or a subsidiary of the registrant is an operator, identify the mine and disclose: (i) The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Federal Mine Safety and Health Act of 1977 (30 U.S.C. 814) for which the operator received a citation from the Mine Safety and Health Administration. (ii) The total number of orders issued under section 104(b) of such Act (30 U.S.C. 814(b)). (iii) The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards (iv) The total number of flagrant violations under section 110(b)(2) of such Act (30 U.S.C. 820(b)(2)). (v) The total number of imminent danger orders issued under section 107(a) of such Act (30 U.S.C. 817(a)). (vi) The total dollar value of proposed assessments from the Mine Safety and Health Administration under such Act (30 U.S.C. 801 (vii) The total number of mining-related fatalities. (2) A list of coal or other mines, of which the registrant or a subsidiary of the registrant is an operator, that receive written notice from the Mine Safety
official document
· source cfr-2024
(Item 105) Risk factors.
CFR · 2024-01-01
· US
· Title 17
(a) Where appropriate, provide under the caption “Risk Factors” a discussion of the material factors that make an investment in the registrant or offering speculative or risky. This discussion must be organized logically with relevant headings and each risk factor should be set forth under a subcaption that adequately describes the risk. The presentation of risks that could apply generically to any registrant or any offering is discouraged, but to the extent generic risk factors are presented, disclose them at the end of the risk factor section under the caption “General Risk Factors.” (b) Concisely explain how each risk affects the registrant or the securities being offered. If the discussion is longer than 15 pages, include in the forepart of the prospectus or annual report, as applicable, a series of concise, bulleted or numbered statements that is no more than two pages summarizing the principal factors that make an investment in the registrant or offering speculative or risky. If the risk factor discussion is included in a registration statement, it must immediately follow the summary section required by § 229.503 (Item 503 of Regulation S-K). If you do not include a summary section, the risk factor section must immediately follow the cover page of the prospectus or the pricing information section that immediately follows the cover page. Pricing information means price and price-related information that you may omit from the prospectus in an effective registration statem
official document
· source cfr-2024
(Item 106) Cybersecurity.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (i) Whether and how any such processes have been integrated into the registrant's overall risk management system or processes; (ii) Whether the registrant engages assessors, consultants, auditors, or other third parties in connection with any such processes; and (iii) Whether the registrant has processes to oversee and identify such risks from cybersecurity threats associated with its use of any third-party service provider. (2) Describe whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the registrant, including its business strategy, results of operations, or financial condition and if so, how. (c) (2) Describe management's role in assessing and managing the registrant's material risks from cybersecurity threats. In providing such disclosure, a registrant should address, as applicable, the following non-exclusive list of disclosure items: (i) Whether and which management positions or committees are responsible for assessing and managing such risks, and the relevant expertise of such persons or members in such detail as necessary to fully describe the nature of the expertise; (ii) The processes by which such persons or committees are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents; and (iii) Whether such persons or committees report information about such risks to the board of dir
official document
· source cfr-2024
(Item 1100) General.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (1) Present delinquency experience in 30 or 31 day increments, as applicable, beginning at least with assets that are 30 or 31 days delinquent, as applicable, through the point that assets are written off or charged off as uncollectible. At a minimum, present such information by number of accounts and dollar amount. Present statistical information in a tabular or graphical format, if such presentation will aid understanding. (2) Disclose the total amount of delinquent assets as a percentage of the aggregate asset pool. (3) Present loss and cumulative loss information, as applicable, regarding charge-offs, charge-off rate, gross losses, recoveries and net losses (with a description of how these terms are defined), the number and amount of assets experiencing a loss and the number and amount of assets with a recovery, the ratio of aggregate net losses to average portfolio balance and the average of net loss on all assets that have experienced a net loss. (4) Categorize all delinquency and loss information by pool asset type. (5) In a registration statement under the Securities Act or the Exchange Act or in a prospectus to be filed pursuant to § 230.424, describe how delinquencies, charge-offs and uncollectible accounts are defined or determined, addressing the effect of any grace period, re-aging, restructure, partial payments considered current or other practices on delinquency and loss experience. (6) Describe any other material information regarding delinquencies and
official document
· source cfr-2024
(Item 1101) Definitions.
CFR · 2024-01-01
· US
· Title 17
The following definitions apply to the terms used in Regulation AB (§§ 229.1100 through 229.1123), unless specified otherwise: (a) (1) Factual information regarding the asset-backed securities being offered and the structure and basic parameters of the securities, such as the number of classes, seniority, payment priorities, terms of payment, the tax, Employment Retirement Income Security Act of 1974, as amended, (29 U.S.C. 1001 (2) Factual information regarding the pool assets underlying the asset-backed securities, including origination, acquisition and pool selection criteria, information regarding any prefunding or revolving period applicable to the offering, information regarding significant obligors, data regarding the contractual and related characteristics of the underlying pool assets (e.g., weighted average coupon, weighted average maturity, delinquency and loss information and geographic distribution) and other factual information concerning the parameters of the asset pool appropriate to the nature of the underlying assets, such as the type of assets comprising the pool and the programs under which the loans were originated; (3) Identification of key parties to the transaction, such as servicers, trustees, depositors, sponsors, originators and providers of credit enhancement or other support, including a brief description of each such party's roles, responsibilities, background and experience; (4) Static pool data, as referenced in Item 1105 of this Regulation AB,
official document
· source cfr-2024
(Item 1102) Forepart of registration statement and outside cover page of the prospectus.
CFR · 2024-01-01
· US
· Title 17
In addition to the information required by Item 501 of Regulation S-K (§ 229.501), provide the following information on the outside front cover page of the prospectus. Present information regarding multiple classes in tables if doing so will aid understanding. If information regarding multiple classes cannot appear on the cover page due to space limitations, include the information in the summary or in an immediately preceding separate table. (a) Identify the sponsor, the depositor and the issuing entity (if known). Such identifying information should include a Central Index Key number for the depositor and the issuing entity, and if applicable, the sponsor. (b) In identifying the title of the securities, include the series number, if applicable. If there is more than one class of securities offered, state the class designations of the securities offered. (c) Identify the asset type(s) being securitized. (d) Include a statement, if applicable and appropriately modified to the transaction, that the securities represent the obligations of the issuing entity only and do not represent the obligations of or interest in the sponsor, depositor or any of their affiliates. (e) Identify the aggregate principal amount of all securities offered and the principal amount, if any, of each class of securities offered. If a class has no principal amount, disclose that fact, and, if applicable, state the notional amount, clearly identifying that the (f) Indicate the interest rate or specified
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(Item 1103) Transaction summary and risk factors.
CFR · 2024-01-01
· US
· Title 17
(a) (1) Identify the participants in the transaction, including the sponsor, depositor, issuing entity, trustee and servicers contemplated by Item 1108(a)(2) of this Regulation AB, and their respective roles. Describe the roles briefly if they are not apparent from the title of the role. Identify any originator contemplated by Item 1110 of this Regulation AB and any significant obligor. (2) Briefly identify the pool assets and summarize briefly the size and material characteristics of the asset pool. Identify the cut-off date or similar date for establishing the composition of the asset pool, if applicable. (3) State briefly the basic terms of each class of securities offered. In particular: (i) Identify the classes offered by the prospectus and any classes issued in the same transaction or residual or equity interests in the transaction that are not being offered by the prospectus. (ii) State the interest rate or rate of return on each class of securities offered, to the extent that the rates on any class of securities were not disclosed in full on the prospectus cover page. (iii) State the expected final and final scheduled maturity or principal distribution dates, if applicable, of each class of securities offered. (iv) Identify the denominations in which the securities may be issued. (v) Identify the distribution frequency on the securities. (vi) Summarize the flow of funds, payment priorities and allocations among the classes of securities offered, the classes of securit
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(Item 1104) Sponsors.
CFR · 2024-01-01
· US
· Title 17
Provide the following information about the sponsor: (a) State the sponsor's name and describe the sponsor's form of organization. (b) Describe the general character of the sponsor's business. (c) Describe the sponsor's securitization program and state how long the sponsor has been engaged in the securitization of assets. The description must include, to the extent material, a general discussion of the sponsor's experience in securitizing assets of any type as well as a more detailed discussion of the sponsor's experience in and overall procedures for originating or acquiring and securitizing assets of the type included in the current transaction. Include to the extent material information regarding the size, composition and growth of the sponsor's portfolio of assets of the type to be securitized and information or factors related to the sponsor that may be material to an analysis of the origination or performance of the pool assets, such as whether any prior securitizations organized (d) Describe the sponsor's material roles and responsibilities in its securitization program, including whether the sponsor or an affiliate is responsible for originating, acquiring, pooling or servicing the pool assets, and the sponsor's participation in structuring the transaction. (e) (i) For prospectuses to be filed pursuant to § 230.424 of this chapter prior to February 14, 2013, information may be limited to the prior year; and (ii) For prospectuses to be filed pursuant to § 230.424 of th
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(Item 1105) Static pool information.
CFR · 2024-01-01
· US
· Title 17
Describe the static pool information presented. Provide appropriate introductory and explanatory information to introduce the characteristics, the methodology used in determining or calculating the characteristics and any terms or abbreviations used. Include a description of how the static pool differs from the pool underlying the securities being offered, such as the extent to which the pool underlying the securities being offered was originated with the same or differing underwriting criteria, loan terms, and risk tolerances than the static pools presented. In addition to a narrative description, the static pool information should be presented graphically if doing so would aid in understanding. (a) For amortizing asset pools, unless the registrant determines that such information is not material: (1) Provide static pool information, to the extent material, regarding delinquencies, cumulative losses and prepayments for prior securitized pools of the sponsor for that asset type. (2) If the sponsor has less than three years of experience securitizing assets of the type to be included in the offered asset pool, consider providing instead static pool information, to the extent material, regarding delinquencies, cumulative losses and prepayments by vintage origination years regarding originations or purchases by the sponsor, as applicable, for that asset type. A vintage origination year represents assets originated during the same year. (3) In providing the information required b
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(Item 1106) Depositors.
CFR · 2024-01-01
· US
· Title 17
If the depositor is not the same entity as the sponsor, provide separately the information regarding the depositor called for by paragraphs (a) and (b) of Item 1104 of this Regulation AB, and, to the extent the information would be material and materially different from the sponsor, paragraphs (c) and (d) of Item 1104 of this Regulation AB. In addition, provide the following information: (a) The ownership structure of the depositor. (b) The general character of any activities the depositor is engaged in other than securitizing assets and the time period during which it has been so engaged. (c) Any continuing duties of the depositor after issuance of the asset-backed securities being registered regarding the asset-backed securities or the pool assets.
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(Item 1107) Issuing entities.
CFR · 2024-01-01
· US
· Title 17
Provide the following information about the issuing entity: (a) State the issuing entity's name and describe the issuing entity's form of organization, including the State or other jurisdiction under whose laws the issuing entity is organized. File the issuing entity's governing documents as an exhibit. (b) Describe the permissible activities and restrictions on the activities of the issuing entity under its governing documents, including any restrictions on the ability to issue or invest in additional securities, to borrow money or to make loans to other persons. Describe any provisions in the issuing entity's governing documents allowing for modification of the issuing entity's governing documents, including its permissible activities. (c) Describe any specific discretionary activities with regard to the administration of the asset pool or the asset-backed securities, and identify the person or persons authorized to exercise such discretion. (d) Describe any assets owned or to be owned by the issuing entity, apart from the pool assets, as well as any liabilities of the issuing entity, apart from the asset-backed securities. Disclose the fiscal year end of the issuing entity. (e) If the issuing entity has executive officers, a board of directors or persons performing similar functions, provide the information required by Items 401, 402, 403 404 and 407(a), (c)(3), (d)(4), (d)(5) and (e)(4) of Regulation S-K (§§ 229.401, 229.402, 229.403, 229.404 and 229.407(a), (c)(3), (d)(4
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(Item 1108) Servicers.
CFR · 2024-01-01
· US
· Title 17
Provide the following information for the servicer. (a) (1) Provide a clear introductory description of the roles, responsibilities and oversight requirements of the entire servicing structure and the parties involved. In addition to an appropriate narrative discussion of the allocation of servicing responsibilities, also consider presenting the information graphically if doing so will aid understanding. (2) Identify: (i) Each master servicer; (ii) Each affiliated servicer; (iii) Each unaffiliated servicer that services 10% or more of the pool assets; and (iv) Any other material servicer responsible for calculating or making distributions to holders of the asset-backed securities, performing work-outs or foreclosures, or other aspect of the servicing of the pool assets or the asset-backed securities upon which the performance of the pool assets or the asset-backed securities is materially dependent. (3) Provide the information in paragraphs (b), (c), (d), and (e) of this section, as applicable depending on the servicer's role, for each servicer identified in paragraphs (a)(2)(i), (ii) and (iv) (b) (2) State how long the servicer has been servicing assets. Provide, to the extent material, a general discussion of the servicer's experience in servicing assets of any type as well as a more detailed discussion of the servicer's experience in, and procedures for the servicing function it will perform in the current transaction for assets of the type included in the current transact
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(Item 1109) Trustees and other transaction parties.
CFR · 2024-01-01
· US
· Title 17
(a) (1) State the trustee's name and describe the trustee's form of organization. (2) Describe to what extent the trustee has had prior experience serving as a trustee for asset-backed securities transactions involving similar pool assets, if applicable. (3) Describe the trustee's duties and responsibilities regarding the asset-backed securities under the governing documents and under applicable law. In addition, describe any actions required by the trustee, including whether notices are required to investors, rating agencies or other third parties, upon an event of default, potential event of default (and how defined) or other breach of a transaction covenant and any required percentage of a class or classes of asset-backed securities that is needed to require the trustee to take action. (4) Describe any limitations on the trustee's liability under the transaction agreements regarding the asset-backed securities transaction. (5) Describe any indemnification provisions that entitle the trustee to be indemnified from the cash flow that otherwise would be used to pay the asset-backed securities. (6) Describe any contractual provisions or understandings regarding the trustee's removal, replacement or resignation, as well as how the expenses associated with changing from one trustee to another trustee will be paid. (b) (1) State the asset representations reviewer's name and describe its form of organization. (2) Describe to what extent the asset representations reviewer has had p
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(Item 1110) Originators.
CFR · 2024-01-01
· US
· Title 17
(a) Identify any originator or group of affiliated originators, apart from the sponsor or its affiliates, that originated, or is expected to originate, 10% or more of the pool assets. Also identify any originator(s) originating less than 10% of the pool assets if the cumulative amount originated by parties other than the sponsor or its affiliates is more than 10% of the pool assets. (b) Provide the following information for any originator or group of affiliated originators, apart from the sponsor or its affiliates, that originated, or is expected to originate, 20% or more of the pool assets: (1) The originator's form of organization. (2) To the extent material, a description of the originator's origination program and how long the originator has been engaged in originating assets. The description must include a discussion of the originator's experience in originating assets of the type included in the current transaction. In providing the description, include, if material, information regarding the size and composition of the originator's origination portfolio as well as information material to an analysis of the performance of the pool assets, such as the originator's credit-granting or underwriting criteria for the asset types being securitized. (3) Describe any interest that the originator, or any affiliate of the originator, has retained in the transaction, including the amount and nature of that interest. Disclose any hedge (security specific or portfolio) materially rel
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(Item 1111) Pool assets.
CFR · 2024-01-01
· US
· Title 17
Describe the pool assets, including the information required by this Item 1111. Present statistical information in tabular or graphical format, if such presentation will aid understanding. Present statistical information in appropriate distributional groups or incremental ranges in addition to presenting appropriate overall pool totals, averages and weighted averages, if such presentation will aid in the understanding of the data. In addition to presenting the number, amount and percentage of pool assets by distributional group or range, also provide statistical information for each group or range by variables, to the extent material, such as, average balance, weighted average coupon, average age and remaining term, average loan-to-value or similar ratio and weighted average standardized credit score or other applicable measure of obligor credit quality. These variables are just examples and should be tailored to the particular asset class backing the asset-backed securities. Consider providing minimums and maximums when presenting averages on an aggregate basis and within each group or range. In addition, provide historical data on the pool assets as appropriate (e.g., the lesser of three years or the time such assets have existed) to allow material evaluation of the pool data. In making any calculations regarding overall pool (a) (1) A brief description of the type or types of pool assets to be securitized. (2) A general description of the material terms of the pool assets.
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(Item 1112) Significant obligors of pool assets.
CFR · 2024-01-01
· US
· Title 17
(a) (1) The name of the obligor. (2) The organizational form and general character of the business of the obligor. (3) The nature of the concentration of the pool assets with the obligor. (4) The material terms of the pool assets and the agreements with the obligor involving the pool assets. (b) (2) If pool assets relating to a significant obligor represent 20% or more of the asset pool, provide financial statements meeting the requirements of §§ 210.1-01 through 210.13-02 (Regulation S-X) of this chapter, except §§ 210.3-05 (Rule 3-05) and 210.11-01 through 210.11-03 (Article 11 of Regulation S-X) of this chapter, of the significant obligor. Financial statements of such obligor and its subsidiaries consolidated (as required by § 240.14a-3(b) of this chapter) shall be filed under this item.
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(Item 1113) Structure of the transaction.
CFR · 2024-01-01
· US
· Title 17
(a) (1) The types or categories of securities that may be offered, such as interest-weighted or principal-weighted classes (including IO (interest only) or PO (principal only) securities), planned amortization or companion classes or residual or subordinated interests. (2) The flow of funds for the transaction, including the payment allocations, rights and distribution priorities among all classes of the issuing entity's securities, and within each class, with respect to cash flows, credit enhancement or other support and any other structural features designed to enhance credit, facilitate the timely payment of monies due on the pool assets or owing to security holders, adjust the rate of return on the asset-backed securities, or preserve monies that will or might be distributed to security holders. In addition to an appropriate narrative discussion of the allocation and priority structure of pool cash flows, present the flow of funds graphically if doing so will aid understanding. In the flow of funds discussion, provide information regarding any requirements directing cash flows from the pool assets (such as to reserve accounts, cash collateral accounts or expenses) and the purpose and operation of such requirements. (3) In describing the interest rate or rate of return on the asset-backed securities and how such amounts are payable, explain how the rate is determined and how frequently it will be determined. If the rate to be paid can be a combination of two or more rates
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(Item 1114) Credit enhancement and other support, except for certain derivatives instruments.
CFR · 2024-01-01
· US
· Title 17
(a) (1) Any external credit enhancement designed to ensure that the asset-backed securities or pool assets will pay in accordance with their terms, such as bond insurance, letters of credit or guarantees. (2) Any mechanisms to ensure that payments on the asset-backed securities are timely, such as liquidity facilities, lending facilities, guaranteed investment contracts and minimum principal payment agreements. (3) Any derivatives whose primary purpose is to provide credit enhancement related to pool assets or the asset-backed securities. (4) Any internal credit enhancement as a result of the structure of the transaction that increases the likelihood that payments will be made on one or more classes of the asset-backed securities in accordance with their terms, such as subordination provisions, overcollateralization, reserve accounts, cash collateral accounts or spread accounts. (b) (i) The name of such enhancement provider. (ii) The organizational form of enhancement provider. (iii) The general character of the business of such enhancement provider. (2) (ii) If any entity or group of affiliated entities providing enhancement or other support described in paragraph (a) of this section is liable or contingently liable to provide payments representing 20% or more of the cash flow supporting any offered class of the asset-backed securities, provide financial statements meeting the requirements of §§ 210.1-01 through 210.13-02 (Regulation S-X) of this chapter, except §§ 210.3-05
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(Item 1115) Certain derivatives instruments.
CFR · 2024-01-01
· US
· Title 17
This item relates to derivative instruments, such as interest rate and currency swap agreements, that are used to alter the payment characteristics of the cashflows from the issuing entity and whose primary purpose is not to provide credit enhancement related to the pool assets or the asset-backed securities. For purposes of this section, the “significance estimate” of the derivative instrument is to be determined based on a reasonable good-faith estimate of maximum probable exposure, made in substantially the same manner as that used in the sponsor's internal risk management process in respect of similar instruments. The “significance percentage” is the percentage that the amount of the significance estimate represents of the aggregate principal balance of the pool assets, provided, that if the derivative instrument relates only to one or more classes of the asset-backed securities, the “significance percentage” is the percentage that the amount of the significance estimate represents of the aggregate principal balance of such classes. (a) (i) The name of the derivative counterparty. (ii) The organizational form of the derivative counterparty. (iii) The general character of the business of the derivative counterparty. (2) Describe the operation and material terms of the derivative instrument, including any limits on the timing or amount of payments or any conditions to payments. (3) Describe any material provisions regarding substitution of the derivative instrument. (4) At
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(Item 1116) Tax matters.
CFR · 2024-01-01
· US
· Title 17
Provide a brief, clear and understandable summary of: (a) The tax treatment of the asset-backed securities transaction under federal income tax laws. (b) The material federal income tax consequences of purchasing, owning and selling the asset-backed securities. If any of the material federal income tax consequences are not expected to be the same for investors in all classes offered by the registration statement, describe the material differences. (c) The substance of counsel's tax opinion, including identification of the material consequences upon which counsel has not been asked, or is unable, to opine.
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(Item 1117) Legal proceedings.
CFR · 2024-01-01
· US
· Title 17
Describe briefly any legal proceedings pending against the sponsor, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of this Regulation AB, originator contemplated by Item 1110(b) of this Regulation AB, or other party contemplated by Item 1100(d)(1) of this Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
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(Item 1118) Reports and additional information.
CFR · 2024-01-01
· US
· Title 17
(a) (b) (2) State that the Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site ( (c) (2) Disclose whether other reports to security holders or information about the asset-backed securities will be made available in this manner. (3) If filings and other reports will be made available in this manner, disclose the Web site address where such filings may be found. (4) If filings and other reports will not be made available in this manner, describe the reasons why they will not and whether an identified transaction party voluntarily will provide electronic or paper copies of those filings and other reports free of charge upon request.
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(Item 1119) Affiliations and certain relationships and related transactions.
CFR · 2024-01-01
· US
· Title 17
(a) Describe if so, and how, the sponsor, depositor or issuing entity is an affiliate (as defined in § 230.405 of this chapter) of any of the following parties as well as, to the extent known and material, if so, and how, any of the following parties are affiliates of any of the other following parties: (1) Servicer contemplated by Item 1108(a)(3) of this Regulation AB. (2) Trustee. (3) Originator contemplated by Item 1110 of this Regulation AB. (4) Significant obligor contemplated by Item 1112 of this Regulation AB. (5) Enhancement or support provider contemplated by Items 1114 or 1115 of this Regulation AB. (6) Any other material parties related to the asset-backed securities contemplated by Item 1100(d)(1) of this Regulation AB. (7) Asset representations reviewer. (b) Describe whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from the asset-backed securities transaction, between the sponsor, depositor or issuing entity and any of the parties in paragraphs (a)(1) through (a)(6) of this section, or any affiliates of such parties, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset-backed securities. (c) Notwithstanding paragraph (b) of this sectio
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(Item 1120) Ratings.
CFR · 2024-01-01
· US
· Title 17
Disclose whether the issuance or sale of any class of offered securities is conditioned on the assignment of a rating by one or more rating agencies, whether or not NRSROs. If so, identify each rating agency and the minimum rating that must be assigned. Describe any arrangements to have such rating monitored while the asset-backed securities are outstanding.
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(Item 1121) Distribution and pool performance information.
CFR · 2024-01-01
· US
· Title 17
(a) Describe the distribution for the related distribution period and the performance of the asset pool during the distribution period. Provide appropriate introductory and explanatory information to introduce any material terms, parties or abbreviations used (or a cross-reference to a Commission filing where such information may be found). Present statistical information in tabular or graphical format, if such presentation will aid understanding. While the material information regarding the related distribution and pool performance will vary depending on the nature of the transaction, such information may include, among other things: (1) Any applicable record dates, accrual dates, determination dates for calculating distributions and actual distribution dates for the distribution period. (2) Cash flows received and the sources thereof for distributions, fees and expenses (including portfolio yield, if applicable). (3) Calculated amounts and distribution of the flow of funds for the period itemized by type and priority of payment, including: (i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses. (ii) Payments accrued or paid with respect to enhancement or other support identified in Item 1114 of this Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments. (iii)
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(Item 1122) Compliance with applicable servicing criteria.
CFR · 2024-01-01
· US
· Title 17
(a) (1) A statement of the party's responsibility for assessing compliance with the servicing criteria applicable to it; (2) A statement that the party used the criteria in paragraph (d) of this section to assess compliance with the applicable servicing criteria; (3) The party's assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K report (§ 249.310 of this chapter). This discussion must include (4) A statement that a registered public accounting firm has issued an attestation report on the party's assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K report. (b) (c) (2) Discuss any steps taken to remedy a material instance of noncompliance previously identified by an asserting party for its activities with respect to asset-backed securities transactions taken as a whole involving such party and that are backed by the same asset type backing the asset-backed securities. (3) If any party's report on assessment of compliance with servicing criteria required by paragraph (a) of this section, or related registered public accounting firm attestation report required by paragraph (b) of this section, is not included as an exhibit to the Form 10-K report, disclosure that the report is not included and an associated explanation must be provided in the report on Form 10-K. (d) (ii) If any material ser
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(Item 1123) Servicer compliance statement.
CFR · 2024-01-01
· US
· Title 17
Provide as an exhibit a statement of compliance from the servicer, signed by an authorized officer of such servicer, to the effect that: (a) A review of the servicer's activities during the reporting period and of its performance under the applicable servicing agreement has been made under such officer's supervision. (b) To the best of such officer's knowledge, based on such review, the servicer has fulfilled all of its obligations under the agreement in all material respects throughout the reporting period or, if there has been a failure to
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(Item 1124) Sponsor interest in the securities.
CFR · 2024-01-01
· US
· Title 17
Provide information about any material change in the sponsor's, or an affiliate's, interest in the securities resulting from the purchase, sale or other acquisition or disposition of the securities by the sponsor, or an affiliate, during the period covered by the report. Describe the change, including the amount of change and the sponsor's, or the affiliate's, resulting interest in the transaction after the change.
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(Item 1125) Schedule AL—Asset-level information.
CFR · 2024-01-01
· US
· Title 17
(a) The following definitions apply to the terms used in this schedule unless otherwise specified: (b) As required by Item 1111(h) (§ 229.1111(h)), provide asset-level information for each asset or security in the pool in the manner specified in appendix to § 229.1125.
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(Item 1201) General instructions to oil and gas industry-specific disclosures.
CFR · 2024-01-01
· US
· Title 17
(a) If oil and gas producing activities are material to the registrant's or its subsidiaries' business operations or financial position, the disclosure specified in this Subpart 229.1200 should be included under appropriate captions (with cross references, where applicable, to related information disclosed in financial statements). However, limited partnerships and joint ventures that conduct, operate, manage, or report upon oil and gas drilling or income programs, that acquire properties either for drilling and production, or for production of oil, gas, or geothermal steam or water, need not include such disclosure. (b) To the extent that Items 1202 through 1208 (§§ 229.1202-229.1208) call for disclosures in tabular format, as specified in the particular Item, a registrant may modify such format for ease of presentation, to add information or to combine two or more required tables. (c) The definitions in Rule 4-10(a) of Regulation S-X (17 CFR 210.4-10(a)) shall apply for purposes of this Subpart 229.1200. (d) For purposes of this Subpart 229.1200, the term (1) By individual country; (2) By groups of countries within a continent; or (3) By continent.
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(Item 1202) Disclosure of reserves.
CFR · 2024-01-01
· US
· Title 17
(a) (2) Disclose, in the aggregate and by geographic area and for each country containing 15% or more of the registrant's proved reserves, expressed on an oil-equivalent-barrels basis, reserves estimated using prices and costs under existing economic conditions, for the product types listed in paragraph (a)(4) of this Item, in the following categories: (i) Proved developed reserves; (ii) Proved undeveloped reserves; (iii) Total proved reserves; (iv) Probable developed reserves (optional); (v) Probable undeveloped reserves (optional); (vi) Possible developed reserves (optional); and (vii) Possible undeveloped reserves (optional). (3) Reported total reserves shall be simple arithmetic sums of all estimates for individual properties or fields within each reserves category. When probabilistic methods are used, reserves should not be aggregated probabilistically beyond the field or property level; instead, they should be aggregated by simple arithmetic summation. (4) Disclose separately material reserves of the following product types: (i) Oil; (ii) Natural gas; (iii) Synthetic oil; (iv) Synthetic gas; and (v) Sales products of other non-renewable natural resources that are intended to be upgraded into synthetic oil and gas. (5) If the registrant discloses probable or possible reserves, discuss the uncertainty related to such reserves estimates. (6) If the registrant has not previously disclosed reserves estimates in a filing with the Commission or is disclosing material additions
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(Item 1203) Proved undeveloped reserves.
CFR · 2024-01-01
· US
· Title 17
(a) Disclose the total quantity of proved undeveloped reserves at year end. (b) Disclose material changes in proved undeveloped reserves that occurred during the year, including proved undeveloped reserves converted into proved developed reserves. (c) Discuss investments and progress made during the year to convert proved undeveloped reserves to proved developed reserves, including, but not limited to, capital expenditures. (d) Explain the reasons why material amounts of proved undeveloped reserves in individual fields or countries remain undeveloped for five years or more after disclosure as proved undeveloped reserves.
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(Item 1204) Oil and gas production, production prices and production costs.
CFR · 2024-01-01
· US
· Title 17
(a) For each of the last three fiscal years disclose production, by final product sold, of oil, gas, and other products. Disclosure shall be made by geographical area and for each country and field that contains 15% or more of the registrant's total proved reserves expressed on an oil-equivalent-barrels basis unless prohibited by the country in which the reserves are located. (b) For each of the last three fiscal years disclose, by geographical area: (1) The average sales price (including transfers) per unit of oil, gas and other products produced; and (2) The average production cost, not including ad valorem and severance taxes, per unit of production.
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(Item 1205) Drilling and other exploratory and development activities.
CFR · 2024-01-01
· US
· Title 17
(a) For each of the last three fiscal years, by geographical area, disclose: (1) The number of net productive and dry exploratory wells drilled; and (2) The number of net productive and dry development wells drilled. (b) (1) A (2) A (3) (4) The (c) Disclose, by geographic area, for each of the last three years, any other exploratory or development activities conducted, including implementation of mining methods for purposes of oil and gas producing activities.
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(Item 1206) Present activities.
CFR · 2024-01-01
· US
· Title 17
(a) Disclose, by geographical area, the registrant's present activities, such as the number of wells in the process of being drilled (including wells temporarily suspended), waterfloods in process of being installed, pressure maintenance operations, and any other related activities of material importance. (b) Provide the description of present activities as of a date at the end of the most recent fiscal year or as close to the date that the registrant files the document as reasonably possible. (c) Include only those wells in the process of being drilled at the “as of” date and express them in terms of both gross and net wells. (d) Do not include wells that the registrant plans to drill, but has not commenced drilling unless there are factors that make such information material.
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(Item 1207) Delivery commitments.
CFR · 2024-01-01
· US
· Title 17
(a) If the registrant is committed to provide a fixed and determinable quantity of oil or gas in the near future under existing contracts or agreements, disclose material information concerning the estimated availability of oil and gas from any principal sources, including the following: (1) The principal sources of oil and gas that the registrant will rely upon and the total amounts that the registrant expects to receive from each principal source and from all sources combined; (2) The total quantities of oil and gas that are subject to delivery commitments; and (3) The steps that the registrant has taken to ensure that available reserves and supplies are sufficient to meet such commitments for the next one to three years. (b) Disclose the information required by this Item: (1) In a form understandable to investors; and (2) Based upon the facts and circumstances of the particular situation, including, but not limited to: (i) Disclosure by geographic area; (ii) Significant supplies dedicated or contracted to the registrant; (iii) Any significant reserves or supplies subject to priorities or curtailments which may affect quantities delivered to certain classes of customers, such as customers receiving services under low priority and interruptible contracts; (iv) Any priority allocations or price limitations imposed by Federal or State regulatory agencies, as well as other factors beyond the registrant's control that may affect the registrant's ability to meet its contractual o
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(Item 1208) Oil and gas properties, wells, operations, and acreage.
CFR · 2024-01-01
· US
· Title 17
(a) Disclose, as of a reasonably current date or as of the end of the fiscal year, the total gross and net productive wells, expressed separately for oil and gas (including synthetic oil and gas produced through wells) and the total gross and net developed acreage ( (b) Disclose, as of a reasonably current date or as of the end of the fiscal year, the amount of undeveloped acreage, both leases and concessions, if any, expressed in both gross and net acres by geographic area, together with an indication of acreage concentrations, and, if material, the minimum remaining terms of leases and concessions. (c) (1) A (2) A (3) (4)
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(Item 1300) Definitions.
CFR · 2024-01-01
· US
· Title 17
As used in this subpart, these terms have the following meanings: (1) A feasibility study is more comprehensive, and with a higher degree of accuracy, than a pre-feasibility study. It must contain mining, infrastructure, and process designs completed with sufficient rigor to serve as the basis for an investment decision or to support project financing. (2) The confidence level in the results of a feasibility study is higher than the confidence level in the results of a pre-feasibility study. Terms such as (1) A pre-feasibility study includes a financial analysis based on reasonable assumptions, based on appropriate testing, about the modifying factors and the evaluation of any other relevant factors that are sufficient for a qualified person to determine if all or part of the indicated and measured mineral resources may be converted to mineral reserves at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the time of reporting, that extraction is economically viable. (2) A pre-feasibility study is less comprehensive and results in a lower confidence level than a feasibility study. A pre-feasibility study is more comprehensive and results in a higher confidence level than an initial assessment. (1) A mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of th
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(Item 1301) General instructions.
CFR · 2024-01-01
· US
· Title 17
(a) As used in this section, the term (1) Owns or in which it has, or it is probable that it will have, a direct or indirect economic interest; (2) Operates, or it is probable that it will operate, under a lease or other legal agreement that grants the registrant ownership or similar rights that authorize it, as principal, to sell or otherwise dispose of the mineral; or (3) Has, or it is probable that it will have, an associated royalty or similar right. (b) A registrant must provide the disclosure specified in this subpart if its mining operations are material to its business or financial condition. (c) When determining whether its mining operations are material, a registrant must: (1) Consider both quantitative and qualitative factors, assessed in the context of the registrant's overall business and financial condition; (2) Aggregate mining operations on all of its mining properties, regardless of the stage of the mining property, and size or type of commodity produced, including coal, metalliferous minerals, industrial materials, and mineral brines; and (3) Include, for each property, as applicable, all related activities from exploration through extraction to the first point of material external sale, including processing, transportation, and warehousing. (d) Upon a determination that its mining operations are material, a registrant must provide summary disclosure concerning all of its mining activities, as specified in § 229.1303, as well as individual property disclosur
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(Item 1302) Qualified person, technical report summary, and technical studies.
CFR · 2024-01-01
· US
· Title 17
(a)(1) A registrant's disclosure of exploration results, mineral resources, or mineral reserves, as required by §§ 229.1303 and 229.1304, must be based on and accurately reflect information and supporting documentation prepared by a qualified person, as defined in § 229.1300. As used in this section, the term (2) The registrant is responsible for determining that the person meets the qualifications specified under the definition of qualified person in § 229.1300, and that the disclosure in the registrant's filing accurately reflects the information provided by the qualified person. (3) If a registrant has relied on more than one qualified person to prepare the information and documentation supporting its disclosure of exploration results, mineral resources, or mineral reserves, the registrant's responsibilities as specified in this paragraph (a) pertain to each qualified person. (b)(1) The registrant must obtain a dated and signed technical report summary from the qualified person that, pursuant to § 229.601(b)(96), identifies and summarizes the information reviewed and conclusions reached by the qualified person about the registrant's mineral resources or mineral reserves determined to be on each material property. At its election, the registrant may also obtain a dated and signed (i) Except as provided in paragraph (b)(1)(ii) of this section, if more than one qualified person has prepared the technical report summary, each qualified person must date and sign the technical r
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(Item 1303) Summary disclosure.
CFR · 2024-01-01
· US
· Title 17
(a)(1) A registrant that has material mining operations, as determined pursuant to § 229.1301, and two or more mining properties, must provide the information specified in paragraph (b) of this section for all properties that the registrant: (i) Owns or in which it has, or it is probable that it will have, a direct or indirect economic interest; (ii) Operates, or it is probable that it will operate, under a lease or other legal agreement that grants the registrant ownership or similar rights that authorize it, as principal, to sell or otherwise dispose of the mineral; or (iii) Has, or it is probable that it will have, an associated royalty or similar right. (2) A registrant that has material mining operations but only one mining property is not required to provide the information specified in paragraph (b) of this section. That registrant need only provide the disclosure required by § 229.1304 for the mining property that is material to its business. (3) A registrant that has a royalty, streaming or other similar right, but which lacks access to any of the information specified in paragraph (b) of this section about the underlying properties, may omit such information, provided that the registrant: (i) Specifies the information to which it lacks access; (ii) Explains that it does not have access to the required information because: (A) Obtaining the information would result in an unreasonable burden or expense; or (B) It requested the information from a person possessing know
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(Item 1304) Individual property disclosure.
CFR · 2024-01-01
· US
· Title 17
(a)(1) A registrant must disclose the information specified in this section for each property that is material to its business or financial condition. When determining the materiality of a property relative to its business or financial condition, a registrant must apply the standards and other considerations specified in § 229.1301(c) to each individual property that it: (i) Owns or in which it has, or it is probable that it will have, a direct or indirect economic interest; (ii) Operates, or it is probable that it will operate, under a lease or other legal agreement that grants the registrant ownership or similar rights that authorize it, as principal, to sell or otherwise dispose of the mineral; or (iii) Has, or it is probable that it will have, an associated royalty or similar right. (2) A registrant that has a royalty, streaming or other similar right, but which lacks access to any of the information specified in this section about the underlying property or properties, may omit such information, provided that the registrant: (i) Specifies the information to which it lacks access; (ii) Explains that it does not have access to the required information because: (A) Obtaining the information would result in an unreasonable burden or expense; or (B) It requested the information from a person possessing knowledge of the information, who is not affiliated with the with the royalty company or similar registrant, and who denied the request; and (iii) Provides all required informa
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(Item 1305) Internal controls disclosure.
CFR · 2024-01-01
· US
· Title 17
(a) Describe the internal controls that the registrant uses in its exploration and mineral resource and reserve estimation efforts. This disclosure should include quality control and quality assurance (QC/QA) programs, verification of analytical procedures, and a discussion of comprehensive risk inherent in the estimation. (b) A registrant must provide the internal controls disclosure required by this section whether it is providing the disclosure under § 229.1303, § 229.1304, or under both sections.
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(Item 1401) General instructions.
CFR · 2024-01-01
· US
· Title 17
(a) A bank, bank holding company, savings and loan association, or savings and loan holding company (“bank and savings and loan registrants”) must provide the disclosure required by this subpart. (b) When the term “reported period” is used in this subpart, it refers to each of the periods described below: (1) Each annual period required by 17 CFR part 210 (“Regulation S-X”) or 17 CFR 239.90 (“Form 1-A”); and— (2) Any additional interim period subsequent to the most recent fiscal year end if a material change in the information or the trend evidenced thereby has occurred. (c) In this subpart, registrants are required to use daily averages unless otherwise indicated. Registrants may use weekly or month-end averages where the collection of data on a daily average basis would involve unwarranted or undue burden or expense; provided that such averages are representative of the registrant's operations. Registrants must disclose the basis used for presenting averages. (d) In various provisions throughout this subpart, registrants are required to disclose information relating to certain foreign financial activities. For purposes of this subpart, a registrant only is required to present this information if the registrant meets the threshold to make separate disclosures concerning its foreign activities in its consolidated financial statements pursuant to the test set forth in § 210.9-05 of Regulation S-X.
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(Item 1402) Distribution of assets, liabilities and stockholders' equity; interest rates and interest differential.
CFR · 2024-01-01
· US
· Title 17
(a) For each reported period, present average balance sheets containing the information specified below. The format of the average balance sheets may be condensed from consolidated financial statements, provided that the condensed average balance sheets indicate the significant categories of assets and liabilities, including all major categories of interest-earning assets and interest-bearing liabilities. Major categories of interest-earning assets must include, if material, loans, taxable investment securities, non-taxable investment securities, interest bearing deposits in other banks, federal funds sold, securities purchased with agreements to resell, and other short-term investments. Major categories of interest-bearing liabilities must include, if material, savings deposits, other time deposits, federal funds purchased, securities sold under agreements to repurchase, commercial paper, other short-term debt, and long-term debt. (b) For each reported period, present an analysis of net interest earnings as follows: (1) For each major category of interest-earning asset and each major category of interest-bearing liability, the average amount outstanding during the period and the interest earned or paid on such amount. (2) The average yield for each major category of interest-earning asset. (3) The average rate paid for each major category of interest-bearing liability. (4) The average yield on all interest-earning assets and the average rate paid on all interest-bearing liab
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(Item 1403) Investments in debt securities.
CFR · 2024-01-01
· US
· Title 17
(a) As of the end of the latest reported period, state the weighted average yield of each category of debt securities not carried at fair value through earnings for which disclosure is required in the financial statements and is due: (1) In one year or less, (2) After one year through five years, (3) After five years through ten years, and (4) After ten years. (b) Disclose how the weighted average yield has been calculated. Additionally, state whether yields on tax-exempt obligations have been computed on a tax-equivalent basis (see Instruction 4 to Item 1402 of this subpart). Discuss any major changes in the tax-exempt portfolio.
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(Item 1404) Loan portfolio.
CFR · 2024-01-01
· US
· Title 17
(a) As of the end of the latest reported period, present separately the amount of loans in each category for which disclosure is required in the financial statements that are due: (1) In one year or less, (2) After one year through five years, (3) After five years through 15 years, and (4) After 15 years. (b) For each loan category for which disclosure is provided in response to paragraph (a), present separately the total amount of loans in such loan category that are due after one year that (1) Have predetermined interest rates and (2) Have floating or adjustable interest rates. Instructions to Item 1404: 1. Report scheduled repayments in the maturity category in which the payment is due. 2. Report demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts as due in one year or less. 3. Determinations of maturities shall be based upon contractual terms. However, to the extent that non-contractual rollovers or extensions are included for purposes of measuring the allowance for credit losses under U.S. GAAP or IFRS, include such non-contractual rollovers or extensions for purposes of the maturities classification and briefly discuss this methodology.
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(Item 1405) Allowance for Credit Losses.
CFR · 2024-01-01
· US
· Title 17
(a) For each reported period, disclose the following credit ratios, along with each component of the ratio's calculation: (1) Allowance for credit losses to total loans outstanding at each period end. (2) Nonaccrual loans to total loans outstanding at each period end. (3) Allowance for credit losses to nonaccrual loans at each period end. (4) Net charge-offs during the period to average loans outstanding during the period. Provide this ratio for each loan category for which disclosure is required in the financial statements. (b) Provide a discussion of the factors that drove material changes in the ratios in (a) above, or the related components, during the periods presented. (c) At the end of each reported period, provide a breakdown of the allowance for credit losses by each loan category for which disclosure is required by U.S. GAAP in the following format: 1. A foreign private issuer that prepares its financial statements in accordance with IFRS as issued by the IASB does not need to provide disclosure responsive to Items 1405(a)(2), (a)(3) and Item 1405(c). 2. Net charge-offs must be based on current period net charge-offs for each loan category.
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(Item 1406) Deposits.
CFR · 2024-01-01
· US
· Title 17
(a) For each reported period, present separately the average amount of and the average rate paid on each of the following deposit categories that are in excess of 10 percent of average total deposits: (1) Noninterest bearing demand deposits. (2) Interest-bearing demand deposits. (3) Savings deposits. (4) Time deposits. (5) Other. (b) If the registrant believes other categories more appropriately describe the nature of the deposits, those categories may be used. (c) If material, separately present domestic deposits and foreign deposits for all amounts reported under (a) above. Foreign deposits as used here means deposits from depositors who are not in the registrant's country of domicile. (d) If material, the registrant must disclose separately the aggregate amount of deposits by foreign depositors in domestic offices. Registrants are not required to identify the nationality of the depositors. (e) As of the end of each reported period, present separately the amount of uninsured deposits. For registrants that are U.S. federally insured depository institutions, uninsured deposits are the portion of deposit accounts in U.S. offices that exceed the Federal Deposit Insurance Corporation insurance limit or similar state deposit insurance regime, and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime. Foreign banking or savings and loan registrants must disclose the definition
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(Item 1500) Definitions.
CFR · 2024-01-01
· US
· Title 17
As used in this subpart, these terms have the following meanings: (1) (2) (3) (4) (1) Direct emissions are GHG emissions from sources that are owned or controlled by a registrant. (2) Indirect emissions are GHG emissions that result from the activities of the registrant but occur at sources not owned or controlled by the registrant.
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(Item 1501) Governance.
CFR · 2024-01-01
· US
· Title 17
(a) Describe the board of directors' oversight of climate-related risks. If applicable, identify any board committee or subcommittee responsible for the oversight of climate-related risks and describe the processes by which the board or such committee or subcommittee is informed about such risks. If there is a climate-related target or goal disclosed pursuant to § 229.1504 or transition plan disclosed pursuant to § 229.1502(e)(1), describe whether and how the board of directors oversees progress against the target or goal or transition plan. (b) Describe management's role in assessing and managing the registrant's material climate-related risks. In providing such disclosure, a registrant should address, as applicable, the following non-exclusive list of disclosure items: (1) Whether and which management positions or committees are responsible for assessing and managing climate-related risks and the relevant expertise of such position holders or committee members in such detail as necessary to fully describe the nature of the expertise; (2) The processes by which such positions or committees assess and manage climate-related risks; and (3) Whether such positions or committees report information about such risks to the board of directors or a committee or subcommittee of the board of directors.
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(Item 1502) Strategy.
CFR · 2024-01-01
· US
· Title 17
(a) Describe any climate-related risks that have materially impacted or are reasonably likely to have a material impact on the registrant, including on its strategy, results of operations, or financial condition. In describing these material risks, a registrant must describe whether such risks are reasonably likely to manifest in the short-term ( (1) If a physical risk, whether it may be categorized as an acute or chronic risk, and the geographic location and (2) If a transition risk, whether it relates to regulatory, technological, market (including changing consumer, business counterparty, and investor preferences), or other transition-related factors, and how those factors impact the registrant. A registrant that has significant operations in a jurisdiction that has made a GHG emissions reduction commitment should consider whether it may be exposed to a material transition risk related to the implementation of the commitment. (b) Describe the actual and potential material impacts of any climate-related risk identified in response to paragraph (a) of this section on the registrant's strategy, business model, and outlook, including, as applicable, any material impacts on the following non-exclusive list of items: (1) Business operations, including the types and locations of its operations; (2) Products or services; (3) Suppliers, purchasers, or counterparties to material contracts, to the extent known or reasonably available; (4) Activities to mitigate or adapt to climate-re
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(Item 1503) Risk management.
CFR · 2024-01-01
· US
· Title 17
(a) Describe any processes the registrant has for identifying, assessing, and managing material climate-related risks. In providing such disclosure, registrants should address, as applicable, the following non-exclusive list of disclosure items regarding how the registrant: (1) Identifies whether it has incurred or is reasonably likely to incur a material physical or transition risk; (2) Decides whether to mitigate, accept, or adapt to the particular risk; and (3) Prioritizes whether to address the climate-related risk. (b) If managing a material climate-related risk, the registrant must disclose whether and how any processes described in response to paragraph (a) of this section have been integrated into the registrant's overall risk management system or processes.
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(Item 1504) Targets and goals.
CFR · 2024-01-01
· US
· Title 17
(a) A registrant must disclose any climate-related target or goal if such target or goal has materially affected or is reasonably likely to materially affect the registrant's business, results of operations, or financial condition. A registrant may provide the disclosure required by this section as part of its disclosure in response to §§ 229.1502 or 229.1503. (b) In providing disclosure required by paragraph (a) of this section, a registrant must provide any additional information or explanation necessary to an understanding of the material impact or reasonably likely material impact of the target or goal, including, as applicable, but not limited to, a description of: (1) The scope of activities included in the target; (2) The unit of measurement; (3) The defined time horizon by which the target is intended to be achieved, and whether the time horizon is based on one or more goals established by a climate-related treaty, law, regulation, policy, or organization; (4) If the registrant has established a baseline for the target or goal, the defined baseline time period and the means by which progress will be tracked; and (5) A qualitative description of how the registrant intends to meet its climate-related targets or goals. (c) Disclose any progress made toward meeting the target or goal and how any such progress has been achieved. A registrant must update this disclosure each fiscal year by describing the actions taken during the year to achieve its targets or goals. (1) Inc
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(Item 1505) GHG emissions metrics.
CFR · 2024-01-01
· US
· Title 17
(a)(1) A registrant that is a large accelerated filer or an accelerated filer, each as defined in § 240.12b-2 of this chapter, must disclose its Scope 1 emissions and/or its Scope 2 emissions, if such emissions are material, for its most recently completed fiscal year and, to the extent previously disclosed in a Commission filing, for the historical fiscal year(s) included in the consolidated financial statements in the filing. (2) For any GHG emissions required to be disclosed pursuant to paragraph (a)(1) of this section: (i) Disclose the registrant's Scope 1 emissions and/or Scope 2 emissions separately, each expressed in the aggregate, in terms of CO (ii) Disclose the registrant's Scope 1 emissions and/or Scope 2 emissions in gross terms by excluding the impact of any purchased or generated offsets. (3)(i) A smaller reporting company, as defined by §§ 229.10(f)(1), 230.405, and 240.12b-2 of this chapter, and an emerging growth company, as defined by §§ 230.405 and 240.12b-2 of this chapter, are exempt from, and need not comply with, the disclosure requirements of this section. (ii) A registrant is not required to include GHG emissions from a manure management system when disclosing its overall Scopes 1 and 2 emissions pursuant to paragraph (a)(1) of this section so long as implementation of such a provision is subject to restrictions on appropriated funds or otherwise prohibited under federal law. (b)(1) Describe the methodology, significant inputs, and significant assumpt
official document
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(Item 1506) Attestation of Scope 1 and Scope 2 emissions disclosure.
CFR · 2024-01-01
· US
· Title 17
(a) (i) For filings made by an accelerated filer beginning the third fiscal year after the compliance date for § 229.1505 and thereafter, the attestation engagement must, at a minimum, be at a limited assurance level and cover the registrant's Scope 1 and/or Scope 2 emissions disclosure; (ii) For filings made by a large accelerated filer beginning the third fiscal year after the compliance date for § 229.1505, the attestation engagement must, at a minimum, be at a limited assurance level and cover the registrant's Scope 1 and/or Scope 2 emissions disclosure; and (iii) For filings made by a large accelerated filer beginning the seventh fiscal year after the compliance date for § 229.1505 and thereafter, the attestation engagement must be at a reasonable assurance level and cover the registrant's Scope 1 and/or Scope 2 emissions disclosure. (2) Any attestation report required under this section must be provided pursuant to standards that are: (i) Publicly available at no cost or that are widely used for GHG emissions assurance; and (ii) Established by a body or group that has followed due process procedures, including the broad distribution of the framework for public comment. (3) A registrant that is required to provide Scope 1 and/or Scope 2 emissions disclosure pursuant to § 229.1505 that obtains voluntary assurance over its GHG emissions disclosure prior to the first required fiscal year for assurance must comply with paragraph (e) of this section. Voluntary assurance obtai
official document
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(Item 1507) Safe harbor for certain climate-related disclosures.
CFR · 2024-01-01
· US
· Title 17
(a)(1) The safe harbors for forward-looking statements in section 27A of the Securities Act of 1933 (15 U.S.C. 77z-2) and section 21E of the Securities Exchange Act of 1934 (15 U.S.C. 78u-5) (“statutory safe harbors”) apply as provided in this section to information provided pursuant to §§ 229.1502(e), 229.1502(f), 229.1502(g), and 229.1504. (2) The safe harbor provided by this section applies to a forward-looking statement specified in the statutory safe harbors: (i) Made in connection with an offering of securities by a blank check company, as specified in 15 U.S.C. 77z-2(b)(1)(B) and 15 U.S.C. 78u-5(b)(1)(B); (ii) Made with respect to the business or operations of an issuer of penny stock, as specified in 15 U.S.C. 77z-2(b)(1)(C) and 15 U.S.C. 78u-5(b)(1)(C); (iii) Made in connection with a rollup transaction, as specified in 15 U.S.C. 77z-2(b)(1)(D) and 15 U.S.C. 78u-5(b)(1)(D); (iv) Made in connection with an initial public offering, as specified in 15 (v) Made in connection with an offering by, or relating to the operations of, a partnership, limited liability company, or a direct participation investment program, as specified in 15 U.S.C. 77z-2(b)(2)(E) and 15 U.S.C. 78u-5(b)(2)(E). (3) Notwithstanding 15 U.S.C. 77z-2(a)(1) and 15 U.S.C. 78-u(a)(1), the safe harbor provided by this section will apply where an issuer that, at the time that the statement is made, is not subject to the reporting requirements of section 13(a) or section 15(d) of the Securities Exchange Act
official document
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(Item 1508) Interactive data requirement.
CFR · 2024-01-01
· US
· Title 17
Provide the disclosure required by this subpart 1500 in an Interactive Data File as required by § 232.405 of this chapter (Rule 405 of Regulation S-T) in accordance with the EDGAR Filer Manual (see § 232.301 of this chapter).
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(Item 1601) Definitions.
CFR · 2024-01-01
· US
· Title 17
For the purposes of this subpart: (a) (b) (1) Indicated that its business plan is to: (i) Conduct a primary offering of securities that is not subject to the requirements of § 230.419 of this chapter (Rule 419 under the Securities Act); (ii) Complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within a specified time frame; and (iii) Return proceeds from the offering and any concurrent offering (if such offering or concurrent offering intends to raise proceeds) to its security holders if the company does not complete a business combination, such as a merger, consolidation, exchange of securities, acquisition of assets, reorganization, or similar transaction, with one or more target companies within the specified time frame; or (2) Represented that it pursues or will pursue a special purpose acquisition company strategy. (c) (d)
official document
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(Item 1602) Registered offerings by special purpose acquisition companies.
CFR · 2024-01-01
· US
· Title 17
(a) (1) State the time frame for the special purpose acquisition company to (2) State whether security holders will have the opportunity to redeem the securities offered and whether the redemptions will be subject to any limitations. (3) State the amount of the compensation received or to be received by the SPAC sponsor, its affiliates, and promoters, the amount of securities issued or to be issued by the SPAC to the SPAC sponsor, its affiliates, and promoters and the price paid or to be paid for such securities, and whether this compensation and securities issuance may result in a material dilution of the purchasers' equity interests. Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus. (4) Disclose in the tabular format specified below at quartile intervals based on percentages of the maximum redemption threshold: the offering price; as of the most recent balance sheet date filed, the net tangible book value per share, as adjusted, as if the offering and assumed redemption levels have occurred and to give effect to material probable or consummated transactions (other than the completion of a de-SPAC transaction); and the difference between the offering price and such net tangible book value per share, as adjusted. Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus: (5) State whether there may be actual or
official document
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(Item 1603) SPAC sponsor; conflicts of interest.
CFR · 2024-01-01
· US
· Title 17
(a) (1) State the SPAC sponsor's name and describe the SPAC sponsor's form of organization. (2) Describe the general character of the SPAC sponsor's business. (3) Describe the experience of the SPAC sponsor, its affiliates, and any promoters in organizing special purpose acquisition companies and the extent to which the SPAC sponsor, its affiliates, and the promoters are involved in other special purpose acquisition companies. (4) Describe the material roles and responsibilities of the SPAC sponsor, its affiliates, and any promoters in directing and managing the special purpose acquisition company's activities. (5) Describe any agreement, arrangement, or understanding between the SPAC sponsor and the special purpose acquisition company, its officers, directors, or affiliates with respect to determining whether to proceed with a de-SPAC transaction. (6) Disclose the nature ( (7) Identify the controlling persons of the SPAC sponsor. Disclose, as of the most recent practicable date, the persons who have direct and indirect material interests in the SPAC sponsor, as well as the nature and amount of their interests. (8) Describe any agreement, arrangement, or understanding, including any payments, between the SPAC sponsor and unaffiliated security holders of the special purpose acquisition company regarding the redemption of outstanding securities of the special purpose acquisition company. (9) Disclose, in a tabular format to the extent practicable, the material terms of any agre
official document
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(Item 1604) De-SPAC transactions.
CFR · 2024-01-01
· US
· Title 17
(a) (1) State the determination, if any, of the board of directors (or similar governing body) of the special purpose acquisition company disclosed in response to § 229.1606(a) (Item 1606(a) of Regulation S-K) and, if applicable, that the special purpose acquisition company or the SPAC sponsor has received a report, opinion, or appraisal referred to in § 229.1607(a) (Item 1607(a) of Regulation S-K). (2) Describe briefly any material financing transactions that have occurred since the initial public offering of the special purpose acquisition company or will occur in connection with the consummation of the de-SPAC transaction. (3) State the amount of the compensation received or to be received by the SPAC sponsor, its affiliates, and promoters in connection with the de-SPAC transaction or any related financing transaction; the amount of securities issued or to be issued by the SPAC to the SPAC sponsor, its affiliates, and promoters and the price paid or to be paid for such securities in connection with the de-SPAC transaction or any related financing transaction; and whether this compensation and securities issuance may result in a material dilution of the equity interests of non-redeeming shareholders who hold the securities until the consummation of the de-SPAC transaction. Provide a cross-reference, highlighted by prominent type or in another manner, to the locations of related disclosures in the prospectus. (4) State whether, in connection with the de-SPAC transaction, the
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(Item 1605) Background of and reasons for the de-SPAC transaction; terms of the de-SPAC transaction; effects.
CFR · 2024-01-01
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· Title 17
(a) Provide a summary of the background of the de-SPAC transaction. Such summary must include a description of any contacts, negotiations, or transactions that have occurred concerning the de-SPAC transaction. (b) State the material terms of the de-SPAC transaction, including but not limited to: (1) A brief description of the de-SPAC transaction; (2) A brief description of any related financing transaction, including any payments from the SPAC sponsor to investors in connection with the financing transaction; (3) A reasonably detailed discussion of the reasons of the SPAC and the target company for engaging in the de-SPAC transaction and reasons of the SPAC for the structure and timing of the de-SPAC transaction and any related financing transaction; (4) An explanation of any material differences in the rights of SPAC and target company security holders as compared with security holders of the combined company as a result of the de-SPAC transaction; (5) A brief statement as to the accounting treatment of the de-SPAC transaction; and (6) The Federal income tax consequences of the de-SPAC transaction to the SPAC, the target company, and their respective security holders. (c) Describe the effects of the de-SPAC transaction and any related financing transaction on the special purpose acquisition company and its affiliates, the SPAC sponsor and its affiliates, the target company and its affiliates, and unaffiliated security holders of the special purpose acquisition company. The d
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(Item 1606) Board determination about the de-SPAC transaction.
CFR · 2024-01-01
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(a) (b) (c) (d) (e)
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(Item 1607) Reports, opinions, appraisals, and negotiations.
CFR · 2024-01-01
· US
· Title 17
(a) (1) Any determination disclosed in response to § 229.1606(a) (Item 1606(a) of Regulation S-K); (2) The approval of the de-SPAC transaction; (3) The consideration or the fairness of the consideration to be offered to security holders of the target company in the de-SPAC transaction; or (4) The fairness of the de-SPAC transaction to the special purpose acquisition company, its security holders, or SPAC sponsor. (b) (1) Identify the outside party and/or unaffiliated representative; (2) Briefly describe the qualifications of the outside party and/or unaffiliated representative; (3) Describe the method of selection of the outside party and/or unaffiliated representative; (4) Describe any material relationship that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of the relationship between: (i) The outside party, its affiliates, and/or unaffiliated representative; and (ii) The special purpose acquisition company, the SPAC sponsor and/or their respective affiliates; (5) If the report, opinion, or appraisal relates to the fairness of the consideration to be offered to security holders of the target company in the de-SPAC transaction, state whether the special purpose acquisition company or SPAC sponsor determined the amount of consideration to be paid to the target company or its security holders, or the valuation of the target company, or whether the outside party and/or unaffiliated repre
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(Item 1608) Tender offer filing obligations.
CFR · 2024-01-01
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· Title 17
If the special purpose acquisition company files a Schedule TO (§ 240.14d-100 of this chapter) pursuant to § 240.13e-4(c)(2) of this chapter (Rule 13e-4(c)(2)) for any redemption of securities offered to security holders, such Schedule TO must provide the information required by General Instruction L.2. to Form S-4, General Instruction I.2. to Form F-4, and Item 14(f)(2) of Schedule 14A (§ 240.14a-101 of this chapter), as applicable, in addition to the information otherwise required by Schedule TO. Such redemption must be conducted in compliance with all other provisions of §§ 240.13e-4 (Rule 13e-4) and 240.14e-1 through 240.14e-8 (Regulation 14E) of this chapter.
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(Item 1609) Projections in de-SPAC transactions.
CFR · 2024-01-01
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· Title 17
(a) With respect to any projections disclosed in the filing (or any exhibit thereto), disclose the purpose for which the projections were prepared and the party that prepared the projections. (b) Disclose all material bases of the disclosed projections and all material assumptions underlying the projections, and any material factors that may affect such assumptions. The disclosure referred to in this section should include a discussion of any material growth or reduction rates or discount rates used in preparing the projections, and the reasons for selecting such growth or reduction rates or discount rates. (c) If the projections relate to the performance of the special purpose acquisition company, state whether or not the projections reflect the view of the special purpose acquisition company's management or board of directors (or similar governing body) about its future performance as of the most recent practicable date prior to the date of the disclosure document required to be disseminated to security holders. If the projections relate to the target company, disclose whether or not the target company has affirmed to the special purpose acquisition company that its projections reflect the view of the target company's management or board of directors (or similar governing body) about its future performance as of the most recent practicable date prior to the date of the disclosure document required to be disseminated to security holders. If the projections no longer reflect
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(Item 1610) Structured data requirement.
CFR · 2024-01-01
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Provide the disclosure required by this subpart in an Interactive Data File in accordance with §§ 232.405 (Rule 405 of Regulation S-T) and 232.301 (the EDGAR Filer Manual) of this chapter.
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(Item 201) Market price of and dividends on the registrant's common equity and related stockholder matters.
CFR · 2024-01-01
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· Title 17
(a) (1)(i) Identify the principal United States market(s) and the corresponding trading symbol(s) for each class of the registrant's common equity. In the case of foreign registrants, also identify the principal foreign public trading market(s), if any, and the corresponding trading symbol(s) for each class of the registrant's common equity. (ii) If the principal United States market for such common equity is not an exchange, indicate, as applicable, that any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. (iii) Where there is no established public trading market for a class of common equity, furnish a statement to that effect and, if applicable, state the range of high and low bid information for each full quarterly period within the two most recent fiscal years and any subsequent interim period for which financial statements are included, or are required to be included by 17 CFR 210.3-01 through 210.3-20 (Article 3 of Regulation S-X), indicating the source of such quotations. Reference to quotations shall be qualified by appropriate explanation. For purposes of this Item the existence of limited or sporadic quotations should not of itself be deemed to constitute an “established public trading market.” (2) If the information called for by this paragraph (a) is being presented in a registration statement on Form S-1 (§ 239.11 of this chapter) under the Securi
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(Item 202) Description of registrant's securities.
CFR · 2024-01-01
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(a) (1) Outline briefly: (i) dividend rights; (ii) terms of conversion; (iii) sinking fund provisions; (iv) redemption provisions; (v) voting rights, including any provisions specifying the vote required by security holders to take action; (vi) any classification of the Board of Directors, and the impact of such classification where cumulative voting is permitted or required; (vii) liquidation rights; (viii) preemption rights; and (ix) liability to further calls or to assessment by the registrant and for liabilities of the registrant imposed on its stockholders under state statutes (e.g., to laborers, servants or employees of the registrant), unless such disclosure would be immaterial because the financial resources of the registrant or other factors make it improbable that liability under such state statutes would be imposed; (x) any restriction on alienability of the securities to be registered; and (xi) any provision discriminating against any existing or prospective holder of such securities as a result of such security holder owning a substantial amount of securities. (2) If the rights of holders of such stock may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class, so state and explain briefly. (3) If preferred stock is to be registered, describe briefly any restriction on the repurchase or redemption of shares by the registrant while there is any arrearage in the payment of dividends or sinking fund installments. If t
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(Item 302) Supplementary financial information.
CFR · 2024-01-01
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· Title 17
(a) (1) If the financial statements to which this information relates have been reported on by an accountant, appropriate professional standards and procedures, as enumerated in Auditing Standards issued by the Public Company Accounting Oversight Board (“PCAOB”), shall be followed by the reporting accountant with regard to the disclosure required by this paragraph (a). (2) This paragraph (a) applies to any registrant, except a foreign private issuer, that has securities registered pursuant to sections 12(b) (15 U.S.C. 78l(b)) (other than mutual life insurance companies) or 12(g) of the Exchange Act (15 U.S.C. 78l(g)) after the registrant's initial registration of securities under these sections. (3) A registrant that qualifies as a smaller reporting company, as defined by § 229.10(f)(1), is not required to provide the information required by this section. (b) (c)
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(Item 303) Management's discussion and analysis of financial condition and results of operations.
CFR · 2024-01-01
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· Title 17
(a) (b) (1) (i) (ii) (B) Describe any known material trends, favorable or unfavorable, in the registrant's capital resources. Indicate any reasonably likely material changes in the mix and relative cost of such resources. The discussion must consider changes among equity, debt, and any off-balance sheet financing arrangements. (2) (ii) Describe any known trends or uncertainties that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. If the registrant knows of events that are reasonably likely to cause a material change in the relationship between costs and revenues (such as known or reasonably likely future increases in costs of labor or materials or price increases or inventory adjustments), the change in the relationship must be disclosed. (iii) If the statement of comprehensive income presents material changes from period to period in net sales or revenue, if applicable, describe the extent to which such changes are attributable to changes in prices or to changes in the volume or amount of goods or services being sold or to the introduction of new products or services. (3) 2. If the reasons underlying a material change in one line item in the financial statements also relate to other line items, no repetition of such reasons in the discussion is required and a line-by-line analysis of the financial statements as a whole is neither required nor generally appropriate. Regist
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(Item 304) Changes in and disagreements with accountants on accounting and financial disclosure.
CFR · 2024-01-01
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· Title 17
(a)(1) If during the registrant's two most recent fiscal years or any subsequent interim period, an independent accountant who was previously engaged as the principal accountant to audit the registrant's financial statements, or an independent accountant who was previously engaged to audit a significant subsidiary and on whom the principal accountant expressed reliance in its report, has resigned (or indicated it has declined to stand for re-election after the completion of the current audit) or was dismissed, then the registrant shall: (i) State whether the former accountant resigned, declined to stand for re-election or was dismissed and the date thereof. (ii) State whether the principal accountant's report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles; and also describe the nature of each such (iii) State whether the decision to change accountants was recommended or approved by: (A) Any audit or similar committee of the board of directors, if the issuer has such a committee; or (B) The board of directors, if the issuer has no such committee. (iv) State whether during the registrant's two most recent fiscal years and any subsequent interim period preceding such resignation, declination or dismissal there were any disagreements with the former accountant on any matter of accounting principles or practices, financial sta
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