On July 1, 2025, the staff of the SEC’s Division of Corporation Finance issued a statement providing the staff’s views on the application of certain disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934 to offerings of crypto asset investment products listed and traded on national securities exchanges (crypto asset ETPs). Crypto asset ETPs are typically structured as trusts that hold assets consisting of spot crypto assets or derivative instruments that reference crypto assets. The statement reflects the staff’s observations regarding crypto asset ETP disclosures and provides the staff’s views on questions received from market participants. The staff’s statement does not address crypto asset ETPs registered under the Investment Company Act of 1940.
The staff’s statement addresses a broad array of disclosure topics, including the prospectus cover page; prospectus summary; risk factors; underlying assets; pricing and NAV calculation; service providers; custody; fees and expenses; description of securities issued and voting rights; distribution; directors, executive officers and significant employees; conflicts of interest; and financial statements. Crypto asset ETP issuers also should consider whether they are permitted to provide “scaled disclosure” with respect to any applicable disclosure requirements—less extensive disclosure that is sometimes applicable to smaller reporting companies, non-accelerated filers, or emerging growth companies.
The staff notes that its statement does not address all material disclosure items and that the disclosure topics it does address may not be relevant for all issuers. To that end, issuers are reminded to consider their own facts and circumstances, tailor their disclosures accordingly, and avoid generic or boilerplate disclosures. The staff emphasizes that disclosure should be presented in clear, concise, and understandable language, without overly relying on technical terminology or jargon.
The staff’s statement is available here.
The staff’s statement represents a continuation of its ongoing effort to provide greater clarity on the application of the federal securities laws to crypto assets, which Vedder Price has previously summarized here.
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