Typto 2021-06-18 14:09:35 阅读数:634
Next issue , We will go directly into the blockchain project and plan to be in Nasdaq Analysis of the specific provisions of the listing act . The original English terms can be found at SEC Official website Check out the reference .
All in order to trigger the exemption clause
just ** As in the previous issue 《SEC Tokens, Security Hong Kong releases water for fish culture —— Blockchain listing mechanism and bill research （ One ）》 What is said in , Blockchain projects need to be launched Nasdaq, You need a three-year grace period . But the initial development team has to meet some Conditions , Only in this way can we get rid of 1933 The Securities Act of requirement . Including information about Token Any offer of 、 Sell or trade . Specifically analysis as follows ：**
(1) What the initial development team wanted to release on the web Token To reach the network maturity standard within three years . Be careful ： These three years from Token The time of the initial sale begins to count .
(2) The relevant information disclosure must be provided on a freely accessible public website , And meet disclosure standards .
(3) Offer and sell Token The purpose of the project must be to build , Participate and build their networks .
(4) The initial development team must submit a credible notification , And meet the credibility criteria .
(5) Submit exit report , And meet the exit reporting criteria .
The above part of the bill actually stipulates a Token Want to be in the tradition ** Finance The structure needed for listing has been designed . Include ：1. promise 3、 ... and ** Reach network maturity in 2. information disclosure 3. The purpose is clear 4. Credible notification 5. Exit report .
In these five stages , The most complex and regulated is information disclosure .
Information disclosure system , Also known as ** Public disclosure system or Publicity system , It's listed companies that protect investment person Of Benefits 、 Accept the supervision of the public, and in accordance with the law must be its own financial situation 、 Business status and other information and materials shall be submitted to the securities administration department and the securities department exchange The report , And to the public or publicity , So that investors can fully Learn more about ** The system of circumstances .
The initial development team must provide enough information on a free public website , To meet the disclosure criteria ： It can be divided into initial disclosure and semi annual disclosure . Among them, the first disclosure is the most complicated , Including the source code , Trading history and Token Economic models, etc 10 item .
The first disclosure of information disclosure
The first disclosure must be made before a credible notification is submitted to the safe harbor . The content is relatively easy to understand is the source code , Transaction records , hyperlink , Development plan ,Token Sales and give Token The holder's tip .
（1） First, the source code . The source code is a text list of instruction sets , To be compiled or assembled into an executable computer program , For network participants to access the network 、 Modifying codes and confirming transactions ;
（2） Transactions are independent access to 、 A brief description of the steps required to search and verify online transaction history to form a complete transaction history ;
（3） Development plans are also part of information disclosure .Token The current status and schedule of network development , Also submit details of how the initial development team can achieve network maturity within three years The implementation of plan ;
（4） On the market （Nasdaq） Before Token Sales must also be disclosed to the exchange . It involves Token The date of sale of 、 Sold before submitting a credible notification to safe harbor Token Number 、 For sale Token Restrictions on transferability , And the type and amount of consideration received ;
**（5） to Token Tips from buyers *.** yes finger About buying tokens **** A statement of high risk and potential monetary loss ;
（6）Token Trading platform . Available for distribution at present Token Secondary platform for trading . From above ** Six aspects It's not hard to see. , If blockchain companies ultimately want to stay Financial market listing , In the early stage Token There should be some scruples about the distribution and supply of . Let's not say whether the indicators such as circulation will cause difficulties in financing in the open market in the future . Some items may simply need to be disclosed Token It is possible for large households to have a negative impact on their internal environment and External public opinion creates pressure and negative influence . But the information that needs to be disclosed far ** More than that .
（**7） As an initial development team and before going public Token Of The holder . The following information is also required ：**
(A) Name of the initial development team member 、 Relevant experience 、 Qualifications 、 Responsibility attributes and business skills ;
(B) Each member of the initial development team has Token Quantity or power , And the possession of Token Description of transferable restrictions ;
(C) If any member of the initial development team or related personnel has the right in the future to obtain Token The way to get Token,** Then you need to ** To explain these people and future gains Token The way .
The above three items basically cover and Token Relevant explicit and implicit supply allocation details . Of course, these are ** Protect ** One way for investors , It can also be understood as to help project transparency , Get more investor support . So here's the point , And then there's disclosure Token Economic model .
（8） The initial team has to be right Token The purpose of the Internet 、 A brief description of the relevant contracts and agreements and the steps of their operation .
The first thing to explain is start-up and Token Information about the supply process , Included in the initial Token Issued in the distribution Token Number 、 To create Token total 、Token Release schedule and unpublished Token total ; Specify generation or mining Token Methods 、 The destruction token The process of 、 Information about the process of verifying transactions and the consensus mechanism . Be careful , Consensus mechanism does not mean decentralization . in addition , We should also explain the governance mechanism that has the right to implement the change of contract agreement and ensure that the third party has enough information to create a tool In order to verification Token My trading history ( for example , Blockchain or distributed ledger ). In addition, it provides a hyperlink that can be accessed by blockchain browser .**
It can be said that for many projects （ Negative examples ** Not here For example ） Speaking of , In the early Token The distribution is unscientific and unreasonable , In addition to hurting the community and the initial team , It also hinders the project's eventual listing in the financial market .Coinbase The examples are public , But because it didn't go public Token Public offering , So there's no need to disclose . But a lot of blockchain companies have issued Token, So it's different from traditional companies that focus on finance ,SEC The key concern and inspection is before listing Token The situation of , Of course Token Health is just the bottom line . Although the bill is very detailed , But these are The most basic principle . Just follow The test 60 I can only graduate from high school , Harvard is not guaranteed It's one thing .**
Finally, in the first disclosure , There are also two pieces of information that need to be disclosed to further protect investors :
（9） Initial development team sales Token The situation of . Members of the initial development team sell at any time 5% above ** Number ** Of Token when , The date of sale must be stated in writing 、 Sold Token The quantity and the identity of the seller .
obviously , The initial team's response to Token There must be a certain consensus , And in Token stay Dex After issue , Perform a certain self-monitoring and communication mechanism ** very It's good for the later stage of the project Development ****.
****（10）**** The last one is about related party transactions . A description of any material transaction of the project or any proposed material transaction , In particular, the deal involves the initial development team , or **** And **** The initial team has directly or indirectly significant stakeholders and institutions . The details of the disclosure include the nature of the transaction 、 Related person 、 Why this person is related ****、**** And the amount involved in the transaction .**
Half year information disclosure
Half a year's disclosure is relatively simple , Every six months from the date of submission of the credible notice , Until the end of the three-year period or has reached network maturity ** when ( Who comes first by ** accurate ), At the end of the six-month period , Provide the latest development plan mentioned in the initial disclosure . The latest development plan must be completed after the end of the half year 30 Complete and submit... Within days .
In this issue, we focus on ** yes To Hester · Pierce's Token Safe Harbor Proposal 2.0 The proposal Of Basic analysis , Including its basic structure and information disclosure mechanism .SEC About information disclosure , For blockchain companies , The focus is on Token Economic models and Token Pre IPO sales , issue , Holding and so on . Where is the project party Token Be prepared for the disclosure mechanism in the early stage of issuance , We should be in awe of financial transparency from beginning to end . In the next issue, we'll continue with these analyses , This series will eventually become at least one Share guide . We hope that for the start-up and incubating blockchain projects , In the end in The way to go public in traditional financial markets Add to the cake **.
Try ** Read SEC Published on CoinBase The equity benefits of （Form 3/A）：**
Prompt a ：Common Stock There are two kinds ：Class A and Class B
Clew 2 ：Brian Amstrong yes CEO
Tips ** 3、 ... and ：**
Form 3/A Coinbase Global, Inc. [Amend] Initial statement of beneficial ownership of securities
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