SEC Releases Statement on Application of Securities Laws to Crypto Assets
April 14, 2025
The staff in the SEC’s Division of Corporation Finance (the “Division”) has released a
statement on “the application of certain disclosure requirements
under the federal securities laws to offerings and registrations of securities in the
crypto asset markets.” Specifically, the statement discusses the Division’s views on (1)
“certain disclosure requirements set forth in Regulation S-K as they apply to Securities
Act registration forms (such as Form S-1) and Exchange Act registration forms (such as
Form 10)” and (2) “certain disclosure requirements of Form 20-F when used by foreign
private issuers to register classes of securities under the Exchange Act, and Form 1-A
for offerings exempt from registration under Regulation A.”
Disclosure requirements addressed included those related to the following topics:
- Descriptions of an entity’s business.
- Risk factors.
- Descriptions of an entity’s securities.
- Rights, obligations, and preferences.
- Technical specifications.
- Supply issues.
- Management, including directors, executive officers, and significant employees.