On 10 April 2025, the United States Securities and Exchange Commission (US SEC) took a significant step towards regulatory transparency with the Division of Corporation Finance’s release of a detailed interpretive statement on Offerings and Registrations of Securities in the Crypto Asset Markets. Commissioner Hester M. Peirce, in a public statement titled Let’s Talk Disclosure, welcomed the development as part of the agency’s investor protection mission. While the guidance does not attempt to redefine whether a crypto asset qualifies as a security, it provides practical compliance-focused insight on the nature and scope of disclosures required under federal securities laws when securities are offered or registered in connection with crypto networks, applications, and related operations.
This development marks a crucial moment for regulatory certainty in the digital asset space. As the crypto industry continues to mature, the absence of tailored disclosure frameworks has been a long-standing concern. The statement does not resolve the broader interpretive debates on classification, but it advances a key compliance agenda: identifying material disclosures necessary for informed investor decision-making. From development timelines of decentralised applications to precise explanations of token rights, the statement serves as a reference for issuers navigating public offerings or registrations involving crypto-linked instruments. Crucially, it lays the groundwork for regulatory parity and more predictable expectations across a sector historically shaped by informal guidance and retrospective enforcement.
The Division’s statement focuses on the disclosure obligations tied to both traditional securities (equity and debt) and crypto assets subject to investment contracts under the United States Securities Act of 1933 and Exchange Act of 1934. Commissioner Peirce acknowledged the historical confusion triggered by vague instructions to “come in and register,” adding that the new statement “is a small step in identifying relevant disclosures so that investors have material information about the projects and businesses in which they are investing.” The guidance contemplates a wide range of issuer types — from blockchain-based developers raising funds via token-linked securities to gaming platforms integrating NFTs and issuing debt instruments.
The statement outlines specific disclosures the Division has found beneficial through its recent reviews. These include development milestones of the network or application, technical operations and consensus mechanisms, smart contract features, investor rights, token supply protocols, and the governance structure. For crypto assets that are securities themselves, the US SEC also expects clarity on transferability, custody, and auditability of smart contract code. Importantly, the statement reiterates that a token not inherently qualifying as a security can still be included within a securities offering framework, depending on the manner of issuance and associated representations.
While this guidance provides immediate procedural clarity, much remains in flux. As Peirce aptly observes, the statement is not a “definitive how-to guide” but part of a gradual process to replace uncertainty with structure. The broader implications are regulatory and systemic — with clear disclosures and registration pathways, the SEC aims to ensure that every entity operating in the crypto asset ecosystem is duly identified and regulated, a significant evolution from the ambiguity that previously dominated the landscape.
The public and market participants are invited to submit further questions and requests for interpretive guidance to the Division of Corporation Finance through its contact portal at sec.gov or directly to the Crypto Task Force at crypto@sec.gov. This continued dialogue signals a more inclusive and constructive regulatory environment in which compliance can be achieved through engagement rather than enforcement alone.
(Source: https://www.sec.gov/newsroom/speeches-statements/peirce-statement-offerings-registration-041025)
