🔥 SEC guidance on issuing coins? Is the encryption industry ushering in spring? 🚀 What signals has the latest SEC policy released? ❓ On April 10, 2025, the Corporate Finance Division of the US Securities and Exchange Commission (SEC) issued an important statement providing clearer disclosure guidelines for the issuance and registration of securities in the cryptocurrency market. The statement titled 'Issuance and Registration of Securities in the Cryptocurrency Asset Market', although not legally binding in nature, has far-reaching implications for the entire cryptocurrency industry through its regulatory signals. This article will delve into the importance of this statement and its potential impact on the industry. 1、 Policy Background: Moving from Uncertainty to Clarity 1. Substantive change in regulatory attitude The Crypto Task Force, established by SEC Acting Chairman Mark T. Uyeda, is committed to developing a comprehensive and clear regulatory framework for cryptocurrency assets. This statement was released during the development process of this framework, indicating that the SEC is beginning to adopt a more pragmatic and constructive regulatory attitude, shifting from its previous enforcement orientation to providing regulatory guidance. 2. Non mandatory but instructive The statement clearly states that this only represents the views of the corporate finance department and is not a rule, regulation, guidance, or SEC statement. It has no legal effect, will not change or modify applicable laws, and will not create new or additional obligations for anyone. However, as the SEC's first detailed guidance on the registration and disclosure requirements for encrypted asset securities, its practical guidance significance cannot be ignored. 3. Reiterate that "non securities" encrypted assets are not subject to jurisdiction The statement specifically states: "Nothing in this statement implies that if a cryptocurrency asset is not a security, its issuance needs to be registered or certified." This statement implies that the SEC acknowledges the existence of cryptocurrency assets that do not belong to securities and clarifies its regulatory boundaries. 2、 Core content of the statement: Disclosure framework for encrypted asset securities 1. Business description requirement: Focus on substance rather than technical boasting The statement requires the issuer to provide clear, concise, and easy to understand business descriptions, avoiding excessive use of technical terms or industry jargon. Specifically, disclosure should: -Focus on substantive aspects of the issuer's current or proposed business, rather than encryption networks, assets, or technologies unrelated to the issuer's business -Clearly state the current stage of business development and distinguish any forward-looking plans -Consistent with the issuer's public statements and promotional materials (including white papers and development documents) For issuers developing networks or applications, the SEC expects to see: -The purpose and operation mode of the network or application -Is the development team developing networks, applications, or related encrypted assets -The current status and development timeline of networks and applications -Milestones of network maturity or application deployment -Detailed information on technical architecture, software, transaction verification mechanism, consensus mechanism, etc -Governance system for networks or applications 2. Risk factors: Comprehensive disclosure of investment risks The statement states that issuers should discuss factors that make investments speculative or risky, including: -Risks related to the issuer's planned business operations, such as technical and cybersecurity risks -Risks related to securities, such as price fluctuations, holder rights or lack of rights, valuation, liquidity, etc -Risks related to other applicable laws and regulations, such as the need to register with FinCEN, compliance with state financial services regulatory oversight, etc 3. Securities Description: Transparency of Rights, Technology, and Supply For cryptocurrency securities, the SEC expects issuers to provide comprehensive descriptions, including: Rights, obligations, and preferences -How the holder's rights are recorded and transmitted, and whether they can be modified -Holders' rights to dividends, payments, profit sharing, and distribution -Rights of holders in issuer or network related transactions (such as liquidation, bankruptcy, sale, merger, network fork) technical specifications -How to modify networks or applications related to securities or encrypted assets, as well as underlying code -Technical requirements for holding, accessing, and transferring assets (such as wallets and keys) -Where does the certainty record of ownership exist and who maintains it -Is the asset divisible and are there any segmentation restrictions -Have assets and smart contracts undergone third-party security audits supply -Rules for the total supply of encrypted assets, including whether there is a fixed upper limit -Methods of casting or generating assets -Is the supply reserved for network vaults, specific purposes, or participants -Is there an entity or individual responsible for implementing the total supply rules or having the authority to change the rules 4. Code is Law: Smart Contracts as Securities Rights Documents The SEC has explicitly required issuers to submit smart contract codes as attachments for the first time. The statement states: "If the rights, preferences, and obligations of securities holders are recorded in a smart contract or otherwise programmed into the code of a network or application, we observe that the file contains the code of the smart contract and/or network or application as attachments, and the issuer will update any such attachments based on subsequent changes to such code 3、 Policy significance and industry impact 1. Create regulatory certainty for the registration of encrypted asset securities This statement provides a clear disclosure path and requirements for projects intending to issue cryptocurrency securities in compliance in the United States, greatly reducing compliance uncertainty and helping to attract more traditional financial institutions and institutional investors to participate. 2. Create a new paradigm for regulating "on chain securities" By recognizing smart contract codes as documents defining securities rights, the SEC has actually pioneered a regulatory paradigm of "on chain securities," acknowledging that blockchain technology can systematically change the way securities are traded and rights are recorded. 3. Distinguish between securities based and non securities based encrypted assets The statement repeatedly mentions that "encrypted assets themselves are not securities", indicating that the SEC is working hard to distinguish different types of encrypted assets within the regulatory framework, which provides important reference for the classification and regulation of the entire industry. 4. Provide regulatory basis for RWA (Real World Assets) tokenization A detailed disclosure framework provides a clearer compliance path for entity asset tokenization (RWA) projects, which may accelerate on chain representation and transactions of physical assets such as financial assets, real estate, and commodities. 5. Promote industry self-discipline and standardization development Clear disclosure requirements will drive the industry to establish more unified standards and best practices, especially in terms of technical specifications, risk disclosure, and governance mechanisms, which will help the entire industry develop towards a more mature direction. 4、 Market Outlook 1. Compliance token issuance will see growth With the clarification of the disclosure framework, it is expected that more projects will choose compliant registration or exemption from issuance, especially those aimed at US investors. The SEC's disclosure guidelines provide a clear 'compliance checklist' for projects, reducing compliance costs and uncertainty. 2. Institutional level participation will accelerate Traditional financial institutions have long been subject to regulatory uncertainty. With the gradual clarification of regulatory frameworks, more large financial institutions, including traditional securities firms, asset management companies, banks, etc., will participate in the cryptocurrency asset market. 3. Balance between innovation and regulation The SEC's statement indicates that regulatory agencies have begun to seek a better balance between protecting investors and promoting innovation, which may indicate a positive change in the US cryptocurrency regulatory environment and help the US maintain its leading position in global cryptocurrency innovation competition. 4. Blurring the boundary between DeFi and centralized finance With the development of compliant encrypted asset securities, the boundary between traditional finance and DeFi may gradually blur, and we may see the emergence of more "hybrid" financial products and services that combine the compliance of traditional finance with the efficiency and transparency of DeFi. 5、 Conclusion: Regulatory clarity is a catalyst for industry development Although the SEC's statement is not legally binding, its guiding significance for the industry cannot be ignored. Regulatory clarity has always been one of the key obstacles to the development of the cryptocurrency market, and this statement has cleared some regulatory barriers for industry innovation and development by providing a detailed disclosure framework. With more regulatory agencies adopting similar constructive attitudes, the cryptocurrency market is expected to enter a more mature and sustainable stage of development. For investors and project parties, understanding and complying with these disclosure requirements will help reduce regulatory risks while gaining broader market recognition. Both traditional financial institutions and cryptocurrency native projects should closely monitor the development of the SEC regulatory framework and actively participate in relevant policy discussions to jointly promote industry compliance and innovation progress. With the gradual clarification of regulation, the true value and potential of encrypted assets will be more fully unleashed.