#SEC加密资产证券披露指南 Core Applications of the Howey Test

To determine whether a crypto asset constitutes a security, four criteria must be met: investment of money, common enterprise, reasonable expectation of profit, and reliance on the efforts of others.

Even if a token has 'utility functions' (such as payment, governance), it may still be considered a security if the issuance method meets the Howey Test. For example, many 'utility tokens' in the past have been recognized as securities by regulators for meeting this standard.

Flexible Regulatory Adaptability

The SEC has not set a one-size-fits-all classification, requiring issuers to analyze case by case. For instance, if a token sale involves team operation promotion and investors rely on appreciation expectations, registration is required.

2. Key Disclosure Requirements

Business and Governance Transparency

Disclosures must include the business model, token ecosystem functions, and governance structure (e.g., whether it is centralized or adopts a DAO).

For example, it must be stated whether the token is used to enhance user experience (e.g., NFT platforms must publish smart contract code audit reports).

Technical Details Disclosure

The consensus mechanism of the blockchain (e.g., proof of work, proof of stake), smart contract design and audit status, and cybersecurity measures must be clearly stated.

Contract code must be updated simultaneously as an appendix, including version information, upgrade logic, and control rules.