SEC Regulation Crypto Assets 핵심 해설

“The Securities and Exchange Commission (``Commission'') is proposing new rules to create a tailored offering regime for certain investment contracts involving crypto assets.”

“Others stated that the Commission's existing regulatory framework, which was designed with traditional securities (e.g., stocks and bonds) in mind, is unfit for application to covered investment contracts.”

“Others stated that the Commission's existing regulatory framework, which was designed with traditional securities (e.g., stocks and bonds) in mind, is unfit for application to covered investment contracts.”

“17 CFR Parts 200, 201, 228, 230, 232, and 239”

“Specifically, the release classified crypto assets into the following five categories based on their characteristics, uses, and functions: (i) digital commodities; (ii) digital collectibles; (iii) digital tools; (iv) stablecoins; and (v) digital securities.”

“The release provided the Commission's view that digital securities are securities, stablecoins may or may not be securities depending on their characteristics, and digital commodities, digital collectibles, and digital tools are not themselves securities.”

“The 2026 Interpretation further explained that, as with any asset that is not a security, a non-security crypto asset can be offered and sold subject to an investment contract, which is a security.”

“The proposed rules would be set forth in a new regulation titled ``Regulation Crypto Assets'' and would include two exemptions from the registration requirements of section 5 of the Securities Act of 1933.”

“The first exemption would permit offerings of up to $5 million during a four-year period.”

“The second exemption would permit offerings of up to $75 million during each 12-month period.”

“Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors.”

“Rule 103(b)(1) would require the issuer to provide a description of the material terms of the covered investment contract, including the issuer's representations or promises to engage in essential managerial efforts under the covered investment contract and its progress with respect to such representations or promises, a purchaser's obligations under the covered investment contract, any conditions to the covered investment contract, and any other material terms.”

“In addition, issuers under the second exemption would be required to provide financial statements and would be subject to ongoing reporting requirements.”

“The proposed rules also would include a conditional safe harbor from the term ``investment contract'' in the definitions of ``security'' in the Securities Act of 1933 and the Securities Exchange Act of 1934.”

“If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of ``security.''”

“Preemption of State Registration and Qualification Requirements (Definition of ``Qualified Purchaser'' in Subpart E, Rule 500)”

“Issuers that rely on these exemptions would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws.”