Haberler

On September 25, the SEC published FAQ clarifications from employees of the Corporate Finance Department. They relate to how promises made during the sale of tokens affect their status as securities. The main conclusion is that even if the crypto asset itself is not a security, it can be offered as part of an investment agreement if buyers reasonably expect profits from the issuer's actions. The regulatory regime depends on what exactly customers are being told.

The key point is the difference between describing current network usage and encouraging the team to rely on future efforts for revenue. Advancing existing functions is hardly considered a promise of significant management effort. Broad plans for the future will also not fall under this, if they are not presented as a source of profit. It is the second option that makes the token offer an investment agreement.

The March interpretation of the SEC has already stated that subsequent token sales may be securities transactions as long as the contract is linked to the asset. Then registration or release is needed. Employees note that the fulfillment of the promised is assessed by how the issuer himself described the plans. The transfer of the promised work to the other party does not break the connection of the token with the contract.

When a network is running, protecting and improving it is not considered a significant effort. In a functional network without a central party, the issuer's application is unlikely to create a new contract if no one controls the success of the system.

The stage of the network also affects the valuation of the buyout. For a working system, a buyback will not be a promise of effort. For an unfinished business, maybe if it is presented as a source of income. The difference is where the profit is expected to come from.

The FAQ describes the mode for functional networks from the Regulation Crypto Assets proposal dated August 18. There is a conditional way to terminate the investment agreement after the completion of the issuer's work. A later separation does not remove responsibility for early violations.

Staking receipt tokens are also considered. A receipt for a digital product without a contract is a digital instrument. If it is issued by a liquid staking provider, it can be a digital commodity. The corresponding receipt does not grant rights in excess of the deposited asset, and the issuer cannot use it. A receipt for a security is the security itself.

Secondary market management does not make a platform a promoter if it does not meet the 405 Rule. Nine FAQ responses are the opinions of employees without legal force.

The SEC stresses again: The status of a crypto asset depends on the wording. Promises are a regime—changing factor. Issuers should carefully describe their plans so as not to create unreasonable profit expectations.