SEC staff updates Financial Reporting Manual
Defining Issues | December 2025
Updates include the SEC’s final rules for Special Purpose Acquisition Companies, shell companies and projections.
On December 5, 2025, the SEC staff announced an updated version of the Division of Corporation Finance’s Financial Reporting Manual (FRM) with certain sections updated as of December 4 (December 2025 FRM).
Applicability
- Division of Corporation Finance’s Financial Reporting Manual (FRM)
- Companies subject to the SEC’s rules and regulations
Key impacts
Notable updates included in the 2025 FRM reflect the following:
- Revisions to reflect the SEC’s final rules for Special Purpose Acquisition Companies, shell companies and projections, which were effective July 1, 2024 (December 2025 FRM).
- Revisions to the real estate and other miscellaneous revisions for the May 20, 2020 amendments to the S-X Acquisition Rules (S-X Rules 3-05, 3-14, 8-04, and 8-06), which were effective January 1, 2021 (August 2025 FRM).
- Revisions for changes to standards issued by the PCAOB (including AS 2101, AS 1206, AS 3101 and AS 3105) and other clarifications related to independent accountants’ involvement (August 2025 FRM).
- Revisions for amendments to S-K 301, 302 and 303, which were effective February 10, 2021 (August 2025 FRM).
- May 20, 2020 amendments to the S-X Acquisition Rules (S-X 3-05, S-X 3-14, S-X 8-04, and S-X 8-06) and S-X Article 11 Rules (Pro Forma) which were effective January 1, 2021.
- Revisions for amendments to Regulation S-X Rules 3-10 and 3-16, which were effective January 4, 2021 (June 2025 FRM).
It is important to remember that the information in the FRM is non-authoritative. If it conflicts with authoritative or source material, the authoritative or source material governs.
Explore more
Resource
SEC amends acquisition and disposition disclosures
SEC adopts rule to provide investors with more meaningful disclosures about acquired and disposed businesses.
Resource
SEC amends required disclosures for registered debt
SEC updates required disclosures for companies that issue, guarantee or collateralize registered securities.
Resource
SEC adopts further changes to Regulation S-K
Updated: The SEC adopts amendments to modernize MD&A and other financial disclosures.
Resource
SEC finalizes SPAC rules
The SEC adopted rules and guidance relating to SPACs, target companies in a de-SPAC transaction, and shell companies.
SEC matters
Keeping you up to date about SEC staff positions on reporting matters and proposed rulemaking that will affect registrants