On April 11, 2025, the U.S. Securities and Exchange Commission (SEC) released the 'Guidelines for the Issuance and Registration Disclosure of Securities in the Cryptocurrency Market' aimed at providing non-mandatory guidance applicable under federal securities laws for cryptocurrency projects, emphasizing the comprehensiveness and compliance of information disclosure. The core content includes:
1. Disclosure Scope and Requirements
Enterprises are required to detail their business model, token functions (such as governance, transaction support, etc.), technical architecture (including open-source or proprietary technology), development milestones, and sources of funding, ensuring consistency with the white paper and other technical documents. Tokens involving 'investment contracts' must additionally disclose the rights of token holders, supply mechanisms, and smart contract code (to be submitted as an attachment).
2. Risk and Legal Transparency
Risks such as token volatility, liquidity restrictions, and security vulnerabilities must be clearly indicated, along with explanations regarding dependencies on third-party blockchains or custodial services. The SEC has not explicitly defined the category of security tokens but requires enterprises to proactively assess their legal attributes to avoid misleading investors.
3. Financial and Governance Standards
Financial statements must comply with accounting standards, and information on management and key personnel (including informal positions that influence decision-making) must be fully disclosed. If tokens involve profit distribution or redemption mechanisms, the manner of exercising rights must be explained in detail.
Although these guidelines are not legally binding, they provide a reference framework for the registration process and reflect the new leadership's open attitude towards cryptocurrency regulation, intending to promote compliance through rules rather than solely through enforcement.