WilmerHale
MONTH-IN-BRIEF (Apr 2025)
SEC Staff Publishes Statements on Stablecoins and Crypto Disclosures
By Karen Liu, Reid & Wise LLC
The staff of the Division of Corporate Finance (“Staff”) under the U.S. Securities and Exchange Commission (“SEC”) published a Statement on Stablecoins (“Stablecoin Statement”) on April 4, 2025, and a statement on Offerings and Registrations of Securities in the Crypto Asset Markets (“Crypto Disclosure Statement”) on April 10, 2025.
The Stablecoin Statement discusses the application of the federal securities laws to “Covered Stablecoins,” which are stablecoins designed to maintain a stable value relative to the U.S. dollar (“USD”) on a one-for-one basis, redeemable for USD on a one-for-one basis (i.e., one stablecoin to one USD), and backed by assets held in a reserve that are considered low risk and readily liquid, with a USD value that meets or exceeds the redemption value of the stablecoins in circulation. As indicated in the Stablecoin Statement, it is the Staff’s view that Covered Stablecoins are not securities under both the Reves test and the Howey test. Therefore, the offer and sale of Covered Stablecoins, in the manner and under the circumstances described in the Stablecoin Statement, do not involve the offer and sale of securities within the meaning of Section 2(a)(1) of the Securities Act of 1933 (the “Securities Act”) or Section 3(a)(10) of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, persons involved in the process of “minting” (or creating) and redeeming Covered Stablecoins do not need to register those transactions with the SEC under the Securities Act or fall within one of the Securities Act’s exemptions from registration.