The U.S. Securities and Exchange Commission’s Division of Corporation Finance has released detailed guidance on how federal disclosure requirements apply to securities offerings in the crypto asset markets.
The statement provides clarity on how issuers should prepare filings under the Securities Act of 1933 and the Securities Exchange Act of 1934 when issuing or registering securities tied to crypto networks, applications, or assets.
Description of Operations, Network, Role of Crypto Asset
The Division’s views follow the creation of the SEC Crypto Task Force by Acting Chairman Mark T. Uyeda, aimed at developing a comprehensive framework for crypto regulation. The new guidance outlines expectations for disclosures involving equity and debt securities related to crypto operations, as well as crypto assets issued as part of investment contracts.
According to the Division, disclosures under Regulation S-K, Form S-1, Form 10, Form 20-F, and Form 1-A must be tailored to reflect the unique characteristics of the issuer’s business and the crypto asset involved. This includes a detailed description of the issuer’s operations, network development milestones, and the role of the subject crypto asset within the business. Issuers are expected to provide information on the current and proposed state of their business, including:
- Network or application objectives and architecture;
- Development timelines and funding sources;
- Key technological components such as consensus mechanisms and transaction fees;
- Security features and governance systems.
Outline risks related to price volatility, technology, cybersecurity, regulation, and business operation
In addition, the SEC highlighted the importance of risk factor disclosures, requiring issuers to outline risks related to price volatility, technology, cybersecurity, regulation, and business operations. Risks connected to legal uncertainty and exposure to federal and state financial regulations must also be addressed.
The statement outlines how issuers should describe securities tied to crypto assets, including:
- Holder rights, restrictions, and governance mechanics;
- Technical specifications like wallet compatibility and smart contract functionality;
- Rules governing token supply, issuance, and redemption;
- Any third-party audit outcomes of the code base.
The Division also noted that executive management disclosures must include not only directors and officers but also individuals or third parties performing equivalent policymaking roles. Financial statements, exhibit filings, and transaction governance processes are also subject to standard disclosure rules.
Issuers must determine which disclosure obligations apply based on their status
Issuers must determine which disclosure obligations apply based on their status, such as whether they qualify for scaled disclosures as smaller reporting companies or emerging growth companies. However, the Division made clear that compliance with tailored and specific disclosure is critical for investor protection and market transparency.
The staff noted that their statement does not constitute new rules but reflects practical insights derived from reviewing crypto-related filings. The SEC continues to invite issuers to contact the Division for interpretive guidance or assistance with filing questions.
Descubra mais sobre
Assine para receber nossas notícias mais recentes por e-mail.