SEC Division of Corporation Finance Staff Issues Guidance on Crypto Assets
As previously summarized here, since SEC Commissioner Mark T. Uyeda was named Acting Chairman on January 21, 2025, the SEC has significantly shifted its approach to cryptocurrency regulation and enforcement actions, including through the formation of a crypto task force to help the SEC develop a comprehensive regulatory framework for crypto assets. To provide greater clarity on the application of the federal securities laws to crypto assets while those efforts are ongoing, the staff of the SEC’s Division of Corporation Finance (the “staff”) recently issued a series of statements to provide its views on various topics related to crypto assets, including “meme coins,” mining of crypto assets, “stablecoins,” and disclosure requirements for offerings and registrations of securities in crypto asset markets, as summarized below. SEC staff statements represent the views of the staff and have no legal force or effect.
On February 27, 2025, the staff issued a statement on meme coins, a type of crypto asset that is inspired by internet memes and the value of which is driven primarily by market demand and speculation. The staff stated its view that meme coins, as described by the staff, are not securities and, accordingly, the offer and sale of meme coins are not required to be registered with the SEC under applicable federal securities laws. The staff’s statement on meme coins is available here.
On March 20, 2025, the staff issued a statement on mining of crypto assets on “proof-of-work” networks (“protocol mining”). The staff stated its view that protocol mining activities, as described by the staff, do not involve the offer and sale of securities and, accordingly, crypto asset transactions in the context of protocol mining activities are not required to be registered with the SEC under applicable federal securities laws. The staff’s statement on protocol mining is available here.
On April 4, 2025, the staff issued a statement on stablecoins that reference the U.S. Dollar and are backed by assets held in a reserve. Stablecoins are a type of crypto asset designed to maintain a stable value relative to the reference asset and can be redeemed on a one-for-one basis (e.g., one stablecoin for one U.S. Dollar). The staff stated its view that transactions in stablecoins, as described by the staff, do not involve the offer and sale of securities and, accordingly, are not required to be registered with the SEC under applicable federal securities laws. The staff’s statement on stablecoins is available here.
On April 10, 2025, the staff issued a statement on the application of certain disclosure requirements to offerings and registrations of securities in crypto asset markets. The statement reflects the staff’s observations regarding disclosures provided in response to existing requirements under applicable federal securities laws as well as the staff’s views on specific questions received from market participants. The statement covers disclosure requirements relating to: (1) the description of the issuer’s business; (2) material risk factors; (3) the description of the issuer’s securities, including security holder rights, obligations and preferences, technical specifications related to the security or subject crypto asset, and information regarding the supply of the security or subject crypto asset; (4) directors, executive officers and significant employees of the issuer; (5) financial statements of the issuer; and (6) exhibits. The staff’s statement on these disclosure requirements is available here.
Vedder Thinking | Articles SEC Division of Corporation Finance Staff Issues Guidance on Crypto Assets
Article
April 29, 2025
As previously summarized here, since SEC Commissioner Mark T. Uyeda was named Acting Chairman on January 21, 2025, the SEC has significantly shifted its approach to cryptocurrency regulation and enforcement actions, including through the formation of a crypto task force to help the SEC develop a comprehensive regulatory framework for crypto assets. To provide greater clarity on the application of the federal securities laws to crypto assets while those efforts are ongoing, the staff of the SEC’s Division of Corporation Finance (the “staff”) recently issued a series of statements to provide its views on various topics related to crypto assets, including “meme coins,” mining of crypto assets, “stablecoins,” and disclosure requirements for offerings and registrations of securities in crypto asset markets, as summarized below. SEC staff statements represent the views of the staff and have no legal force or effect.
On February 27, 2025, the staff issued a statement on meme coins, a type of crypto asset that is inspired by internet memes and the value of which is driven primarily by market demand and speculation. The staff stated its view that meme coins, as described by the staff, are not securities and, accordingly, the offer and sale of meme coins are not required to be registered with the SEC under applicable federal securities laws. The staff’s statement on meme coins is available here.
On March 20, 2025, the staff issued a statement on mining of crypto assets on “proof-of-work” networks (“protocol mining”). The staff stated its view that protocol mining activities, as described by the staff, do not involve the offer and sale of securities and, accordingly, crypto asset transactions in the context of protocol mining activities are not required to be registered with the SEC under applicable federal securities laws. The staff’s statement on protocol mining is available here.
On April 4, 2025, the staff issued a statement on stablecoins that reference the U.S. Dollar and are backed by assets held in a reserve. Stablecoins are a type of crypto asset designed to maintain a stable value relative to the reference asset and can be redeemed on a one-for-one basis (e.g., one stablecoin for one U.S. Dollar). The staff stated its view that transactions in stablecoins, as described by the staff, do not involve the offer and sale of securities and, accordingly, are not required to be registered with the SEC under applicable federal securities laws. The staff’s statement on stablecoins is available here.
On April 10, 2025, the staff issued a statement on the application of certain disclosure requirements to offerings and registrations of securities in crypto asset markets. The statement reflects the staff’s observations regarding disclosures provided in response to existing requirements under applicable federal securities laws as well as the staff’s views on specific questions received from market participants. The statement covers disclosure requirements relating to: (1) the description of the issuer’s business; (2) material risk factors; (3) the description of the issuer’s securities, including security holder rights, obligations and preferences, technical specifications related to the security or subject crypto asset, and information regarding the supply of the security or subject crypto asset; (4) directors, executive officers and significant employees of the issuer; (5) financial statements of the issuer; and (6) exhibits. The staff’s statement on these disclosure requirements is available here.
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