The Securities and Exchange Commission (SEC) has amended the regulations on sustainability-themed initial coin offerings (sustainability-themed ICOs) to ensure sufficient disclosure of sustainability-related information in compliance with international standards, enabling informed investment decision making. The amendments became effective on 1 June 2024.

In April 2024, the SEC published a public hearing on the proposed principles and draft amendments to the regulations on sustainability-themed ICOs, i.e., green token, social token, sustainability token and sustainability-linked token. Majority of the respondents agreed with the proposed principles and draft regulations. 

The SEC has therefore issued the amendments to the sustainability-themed ICO regulations to ensure consistency with the regulations for other sustainability-related products in the capital market and to provide investors with sufficient information for making investment decisions. The amendments also aim to support the Thailand ESG Fund (TESG fund) in investing in a broader range of sustainability-related products, contributing to the growth of the digital economy and the achievement of national strategy in the area of sustainability. In addition, the SEC has amended the ICO disclosure rules to increase access to ICO information through ICO portals.  

The key points of the amendments are summarized as follows: 

1)  Requiring any issuers labeling their tokens as “sustainable ICO” to comply with relevant regulations;

   2)  Requiring any issuers offering a sustainability-themed token to disclose additional information, both before and after the offering, in accordance with the relevant sustainability standards. Additionally, a review on sustainability-related matter by a qualified external review provider is required; 

   3)  Exempting the SEC application and filing fee for sustainability-themed ICOs, from the effective date of the notifications of the amendments until 31 May 2025;  

4)  Requiring ICO portals to make an arrangement with ICO issuers who offer tokens through their platform to disclose information or reports that are required to be published to investors through ICO portal channels. Additionally, ICO portals must supervise issuers to disclose such information throughout the project’s term. This is to ensure that investors are able to access information when they need.

The notifications of the amendments* have been published in the Government Gazette and became effective on 1 June 2024. 

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Notes:  

* Four notifications of the relevant regulations are: 

(1) Notification of the Securities and Exchange Commission No. Kor Jor. 9/2567 Re: Initial Public Offering of Digital Tokens (No. 11) (https://publish.sec.or.th/nrs/10237s.pdf) and the Attachments: Additional Disclosure Rules for Sustainability-Themed Digital Tokens: (https://publish.sec.or.th/nrs/10241s.pdf);

  (2) Notification of the Securities and Exchange Commission No. Kor Jor. 10/2567 Re: Exemption of the Application Fee of Initial Public Offering and the Filing Fee for the Filing of Registration Statement and Draft Prospectus for Initial Public Offering of Green Tokens, Social Tokens, Sustainability Tokens and Sustainability-Linked Tokens: (https://publish.sec.or.th/nrs/10238s.pdf); 

(3) Notification of the Securities and Exchange Commission No. Kor Jor. 11/2567 Re: Offering of Digital Tokens in a Private Placement (No. 3):  (https://publish.sec.or.th/nrs/10239s.pdf) and the Attachment: Additional Disclosure Rules for Sustainability-Themed Digital Tokens: (https://publish.sec.or.th/nrs/10243s.pdf);

(4) Notification of the Securities and Exchange Commission No. Kor Jor. 12/2567 Re: Rules, Conditions and Procedures for Granting Approval of Initial Coin Offering Portals (No. 11): (https://publish.sec.or.th/nrs/10240s.pdf).