(Westlaw) The SEC’s Division of Corporate Finance issued a statement providing guidance on the application of disclosure requirements under the Securities Act and the Exchange Act to offerings and registrations of securities in the crypto asset markets.
On April 10, 2025, the SEC‘s Division of Corporate Finance (the Division) issued a statementOpens in a new window providing guidance on the application of disclosure requirements under the Securities Act and Exchange Act to offerings and registrations of securities in the crypto asset markets.
The statement reflects the Division’s observations of disclosures made in response to existing requirements, as well as its views regarding:
- Specific disclosure questions market participants have presented to Division staff.
- Certain disclosure requirements under Regulation S-K as they apply to Securities Act and Exchange Act registration forms, such as Form S-1 and Form 10, respectively.
- The disclosure requirements of Form 20-F used by foreign private issuers.
Disclosure items the statement addresses in the context of offerings and registrations of securities in the crypto asset markets include:
- Description of business.
- Risk factors.
- Description of securities, including:
- rights, obligations, and preferences;
- technical specifications; and
- supply.
- Directors, executive officers, and significant employees.
- Financial statements.
- Exhibits.
The Division encourages issuers to contactOpens in a new window the Division with questions or other assistance about the application of the SEC’s disclosure rules and reporting obligations.
The statement is the latest effort by the SEC to provide clarity and guidance on the application of federal securities laws to the crypto asset markets. In January 2025, Acting SEC Chair Mark Uyeda announced the formation of a crypto task force dedicated to the development of a clear regulatory framework for crypto assets (see Legal Update, SEC Announces Formation of Crypto Task Force). Shortly after the release of the Division’s statement, Commissioner Hester Peirce, who leads the SEC’s crypto task force, issued a separate statementOpens in a new window addressing the importance of the Division’s guidance and the types of issuers it might help.
