The U.S. Securities and Exchange Commission’s Division of Corporation Finance published a staff statement setting out its views on how existing federal disclosure requirements apply to offerings and registrations involving crypto-asset related businesses and crypto assets offered as part of, or subject to, an investment contract. The statement is intended to provide clarity while the Commission’s Crypto Task Force, formed by Acting Chairman Mark T. Uyeda, continues work on a broader crypto-asset regulatory framework, and it does not create new legal obligations. The statement summarizes common disclosure issues observed in filings under Regulation S-K (including Securities Act and Exchange Act registration forms such as Form S-1 and Form 10), as well as Form 20-F for foreign private issuers and Form 1-A for Regulation A offerings. It emphasizes tailored, plain-language business descriptions (including development stage, milestones, funding sources, revenue model, network/application operations, governance, security measures, and upgrade processes), robust risk factor discussion (including technology and cybersecurity, operational and network dependencies, volatility, custody, valuation and liquidity, limited holder rights, and legal and regulatory risks such as potential money transmission or other registration requirements), and a materially complete description of the security or “subject crypto asset” (including holder rights and transfer mechanics, technical specifications such as code modifiability and wallet/key requirements, where ownership records reside, supply and mint/burn rules, and any market-making arrangements). Where rights are embedded in smart contracts or code, the Division notes it has observed issuers filing the relevant code as an exhibit and updating it when changes occur; it also highlights management disclosures where policy-making functions are performed by individuals without formal titles or by third parties such as sponsors of spot crypto exchange-traded products, and points issuers to the SEC’s Office of the Chief Accountant on financial statement questions. The Division invited questions from market participants, including requests for interpretive or no-action letters, as broader SEC deliberations continue.
U.S. Securities & Exchange Commission 2025-04-10
U.S. Securities and Exchange Commission staff outlines disclosure expectations for securities offerings and registrations in crypto asset markets
The U.S. SEC’s Division of Corporation Finance issued a statement clarifying federal disclosure requirements for crypto-asset offerings and registrations. It addresses common issues under Regulation S-K, emphasizing tailored business descriptions, robust risk factor discussions, and comprehensive descriptions of crypto assets. This aims to provide clarity while the SEC's Crypto Task Force develops a broader regulatory framework.