On April 10, 2025, the SEC’s Division of Corporation Finance issued new guidance clarifying disclosure requirements under federal securities law as to crypto assets. Although the guidance does not address whether an asset qualifies as a security, it does lay out important disclosure requirements for offerings and registrations of securities in the crypto asset markets.
Specifically, the Division requires that disclosures include a description of the business, risk factors, a description of the securities, and the identity and experience of management and senior employees. The Division also provides examples of how to describe securities in the crypto asset markets: (1) detailing the rights and obligations of holders; (2) reviewing the technical specifications as to the network used, how the asset can be accessed and transferred, who maintains the record of ownership, and whether the asset has been subjected to a third party audit; and (3) the total supply of the asset and whether there is a ceiling on the supply of the asset.
Takeaway
Much of the Division’s new guidance draws from guidance on offerings and registrations of all securities and not crypto assets. That said, the Division provides a basic framework for the listing of crypto assets as securities. This provides more direction than the prior administration.
