The U.S. Securities and Exchange Commission (SEC) issued a detailed statement on July 1 clarifying how issuers of crypto asset exchange-traded products (ETPs) must comply with federal securities disclosure requirements. These ETPs, typically structured as trusts holding spot crypto assets or derivatives, must register under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The SEC’s Division of Corporation Finance emphasized:

This statement addresses our views about certain disclosure requirements set forth in Regulation S-K and Regulation S-X as they apply to Securities Act registration forms (such as Form S-1).

“This statement does not address all material disclosure items, and the disclosure topics addressed below may not be relevant for all issuers,” the regulator clarified. Regulation S-K governs qualitative disclosures in SEC filings, such as risk factors, legal proceedings, and management discussions. Regulation S-X focuses on quantitative financial disclosures, including financial statements and audits.

The SEC expects issuers to disclose the offering price, underwriters, and any statutory underwriter on the cover page. The prospectus summary must clearly outline the trust’s investment objective, the nature of the underlying crypto assets, related network mechanisms, policies on forks and airdrops, and fee impacts on holdings. Risk factors must be specific to the issuer and product, addressing market manipulation, price volatility, technological failures, validator incentives, and AP-related risks. Issuers must also detail the trust’s assets, crypto asset supply, forks, halving events, and applicable spot or futures market conditions.

NAV calculations must distinguish between fair value for GAAP and index-based pricing. Disclosure of the sponsor’s discretion in selecting benchmarks and their obligations to notify investors of material changes is also required. Custody information must describe storage methods for private keys, insurance coverage, access controls, and whether assets are commingled. Fee structures must explain sponsor and third-party arrangements, particularly if paid using crypto assets.

Issuers must provide names and roles of significant employees, including sponsor personnel performing policy functions. On financial statements, the SEC stated: “We have observed that some issuers are organized as statutory trusts or limited partnerships that are registering the offer and sale of beneficial units or limited partnership interests in multiple series. In these instances, for purposes of SEC reporting, the staff has taken the position that the trust or partnership should be treated as the sole registrant, not the individual series.” The securities regulator added: “However, the staff has also taken the position that in addition to providing financial statements of the trust or partnership, issuers should provide separate financial statements of each individual series.”

免责声明：本文章仅代表作者个人观点，不代表本平台的立场和观点。本文章仅供信息分享，不构成对任何人的任何投资建议。用户与作者之间的任何争议，与本平台无关。如网页中刊载的文章或图片涉及侵权，请提供相关的权利证明和身份证明发送邮件到support@aicoin.com，本平台相关工作人员将会进行核查。