SEC-Offerings and Registrations of Securities in the Crypto Asset Markets

April 10, 2025—Division of Corporation Finance
As part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets,[1] the Division of Corporation Finance is providing its views[2] about the application of certain disclosure requirements under the federal securities laws to offerings and registrations of securities in the crypto asset markets.

These offerings and registrations may involve equity or debt securities of issuers whose operations relate to networks, applications, and/or crypto assets. These offerings and registrations also may relate to crypto assets offered as part of or subject to an investment contract (such a crypto asset, a "subject crypto asset").[3]

The Division recognizes that Acting Chairman Mark T. Uyeda formed the Crypto Task Force to help the Commission develop a comprehensive and clear regulatory framework for crypto assets, including addressing applicable registration and disclosure requirements.[4] The Division is issuing this statement to provide its views during the pendency of these deliberations.

The disclosures required in connection with offerings and registrations under the Securities Act of 1933 ("Securities Act") and the Securities Exchange Act of 1934 ("Exchange Act") protect investors, facilitate capital formation, and promote fair, orderly, and efficient markets. In recent years, some issuers in the crypto asset markets have registered or qualified[5] offerings of securities under the Securities Act or registered a class of securities under the Exchange Act. This statement reflects our observations regarding disclosures provided in response to existing disclosure requirements. It also addresses our views about certain specific disclosure questions that market participants have presented to the staff. While disclosures should be based on an issuer's specific facts and circumstances, we believe that issuers may benefit from the identification of common issues we have identified during our reviews.

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Source: sec.gov