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Form compliance and exhibits

Publication date: 31 Dec 2021

us SEC Comment Letter Trends

Compliance-related comments do not typically require significant effort to address; however, the resolution of such comments may require a registrant to amend previous filings. The SEC staff has focused on:

the omission of required disclosures (e.g., management’s report on internal control over financial reporting);
the omission of required certifications;
errors in the dates or references included in the certifications; and
the submission of agreements.

Comment Examples

Guidance references

Please amend your Form 10-K to provide management's report on internal control over financial reporting, as required by Item 308(a) of Regulation S-K.
Please amend this filing to include a properly signed certification of the Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). Additionally, revise the title of this certification as it pertains to section 302 of The Sarbanes-Oxley Act of 2002.
The agreement appears to be a material agreement. Please amend your filing to provide the agreement as an exhibit or tell us why it is not required to be filed. See Item 601(b)(10) of Regulation S-K.
We note that you did not provide Section 906 certifications. Please file a full amendment to your Form 10-K that includes the entire filing, as well as currently dated Section 906 certifications and Section 302 certifications from both of your certifying officers. Refer to Item 601 of Regulation S-K.
Please amend your Form 10-K to revise your certifications (Exhibits 31.1 and 31.2) to include the complete introductory language of paragraph 4 as well as paragraph 4b of Item 601(b)(31) of Regulation S-K. Also, please confirm you will revise your certifications in future interim reports to conform to Item 601(b)(31).
We note that there was no consent provided in Exhibit 23.1 as indicated. Please amend to file a consent signed by your independent registered certified public accounting firm. Refer to Item 601(b)(23)(i) of Regulation S-K.
As required by Item 601(b)(22) of Regulation S-K, please revise future filings to include an Exhibit 22 listing each subsidiary guarantor, issuer or co-issuer.

Item 308(a) of Regulation S-K

Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

Exchange Act Forms Compliance and Disclosure Interpretations

Securities Act Forms Compliance and Disclosure Interpretations

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