SEC Crypto Disclosure Requirements 2025: Essential Guide for Digital Asset Projects

In a significant step toward bringing order and transparency to the digital asset space, the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued a detailed public statement on April 10, 2025, outlining its views on how existing SEC disclosure compliance requirements for digital asset offerings and registrations apply in the post-Gensler SEC crypto landscape. Below, we break down the key takeaways from the Division’s statement and highlight practical implications for issuers, founders, and investors navigating these regulations.

Essential SEC Crypto Disclosure Requirements for Digital Asset Projects

If you're considering a securities offering involving crypto assets, the statement outlines what information the Division expects registrants to disclose to investors. Thus, while the Division’s statement doesn’t establish new regulations or obligations, it provides a framework for what the SEC expects to see in public filings under the Securities Act of 1933 (the “Securities Act”) (e.g., SEC Form S-1, SEC Form 1-A) and the Securities Exchange Act of 1934 (the “Exchange Act”) (e.ge., SEC Form 10, SEC Form 20-F).

Specifically, the statement expresses the Division’s view on disclosure for the following registrants:

• Equity or debt securities from companies operating in the crypto space
• Crypto assets offered as part of investment contracts
• Securities registered under the Securities Act or the Exchange Act

SEC Business Description Requirements for Crypto Projects

When describing the registrant’s business, the SEC expects issuers to provide clear, jargon-free explanations of blockchain project regulatory requirements:

• Specific Business Activities - Focus on what the registrant’s specific business, not general blockchain concepts
• Current Development Stage - Transparency about what exists now versus future plans
• Business Model - How the registrant generates or will generate revenue
• Role of Tokens - How any tokens function within the registrant’s business ecosystem

For projects developing networks or applications, registrants will likely need to provide information regarding:

• Development Timeline - Current state and projected milestones
• Technical Architecture - How the technology functions and achieves its objectives
• Transaction Validation - The consensus mechanism and fee structure
• Roles Within the Ecosystem - How users, validators, and developers participate
• Governance Systems - How decisions are made and implemented
• Security Measures - Steps taken to protect the network/application

The Division emphasizes that disclosures should be consistent with public statements, white papers, and developer documentation.

Crypto Regulatory Risk Factors: SEC Compliance Checklist

Issuers are expected to disclose all material risks affecting their securities and operations. Common risk categories include:

• Business and Operational risks - Challenges in implementing the business plan
• Technology and Cybersecurity Risks - Potential vulnerabilities in technology
• Token-specific Risks - Issues related to price volatility, limited rights, valuation challenges
• Regulatory Risks - Potential impacts of changing regulations, including those beyond securities laws (like money transmission laws)

Transparency about these risks builds credibility with both regulators and investors. Risk disclosures should be specific to the project, not generic statements about blockchain technology.

SEC Token Securities Disclosure Requirements

‍Investors need to understand the terms and rights attached to the security or crypto asset. The Division breaks this down into three key areas:

Rights, Obligations, and Preferences

Registrants must clearly explain:

• How investor rights are memorialized (smart contracts, legal agreements, etc.)
• What rights holders do and don't have (dividends, voting, profit-sharing)
• How rights transfer when tokens change hands
• Whether and how rights can be modified
• How holders can enforce their rights
• What happens in corporate events (liquidation, mergers, forks)

Technical Specifications

Registrants must detail:

• Whether underlying code can be modified, by whom, and with what effects
• Technical requirements for holding and transferring the security (wallets, keys)
• Where ownership records exist and who maintains them
• Token divisibility specifications
• Security audit information (who conducted audits, results)

Supply Management

Registrants should expect to provide information about:

• Total token supply and whether it's fixed or variable
• Token creation/minting processes
• Any reserved tokens (treasury, team allocations, etc.)
• Vesting schedules or lock-up periods
• Who controls supply decisions
• Planned market-making or liquidity arrangements

Even for crypto assets that aren't securities themselves, similar disclosures may be relevant when discussing business operations.

Directors, Executive Officers, and Significant Employees: Who's Running the Show

Disclosures must identify the individuals or entities performing executive or policymaking functions—even if the structure is decentralized or run via a foundation, trust, or DAO, including:

• Executive officers and directors with traditional titles
• People without formal titles who make important decisions
• Third parties performing executive or director functions
• Relevant experience and qualifications of key team members

Financial Statements

Registrants should expect to provide financial statements that comply with standard SEC requirements. The guidance recommends contacting the Division's Office of Chief Accountant for assistance with (i) form and content questions for required financial information and (ii) accounting for unusual, complex, or innovative transactions (which are common in crypto).

Action Plan: Implementing SEC Disclosure Guidelines for Crypto Projects

The Division’s statement sends a strong message: standard securities law disclosure rules apply—even in Web3. However, the Division recognizes the unique features of crypto projects and expects issuers to tailor their disclosures accordingly. Here’s what this means for you:

• Be transparent and specific - Generic descriptions and technical jargon won't satisfy requirements
• Highlight unique aspects - Standard disclosure frameworks need adaptation for crypto's unique features
• Prepare for code disclosure - Your smart contracts may need to be part of public filings
• Consider governance carefully - How decisions are made about your project/protocol is important to investors
• Plan for updates - As your code evolves, so must your disclosures

While comprehensive, the guidance acknowledges that not all disclosure items apply to every project. You should focus on what's material to understanding your specific business and securities.

Let's Chat About Your Crypto Project

At Day One Law, we're here to help you navigate the rapidly evolving regulatory landscape for crypto and blockchain projects. Whether you're launching a token, designing a protocol, or raising capital, our team has the deep crypto expertise to guide you through the legal complexities while maximizing your chances of success.

If you have questions about how this stablecoin guidance impacts your specific project, let's talk. We're in your DMs (Telegram, Discord, Slack - wherever you prefer) and ready to provide practical advice that balances innovation with regulatory compliance.

This blog post is for informational purposes only and does not constitute legal advice. The application of securities laws to specific crypto projects requires individualized legal analysis. Please consult with an attorney at Day One Law regarding your specific legal needs.