Statement on Certain Proof-of-Work Mining Activities

On March 20, 2025, the SEC's Division of Corporation Finance issued its Statement on Certain Proof-of-Work Mining Activities. They did so as part of an effort to provide greater clarity on the application of the federal securities laws to crypto assets. Specifically, their statement addresses the mining of crypto assets that are intrinsically linked to the programmatic functioning of a public, permissionless network, and are used to participate in and/or earned for participating in such network's consensus mechanism or otherwise used to maintain and/or earned for maintaining the technological operation and security of such network. They refer in their statement to these crypto assets as "Covered Crypto Assets" and their mining on proof-of-work networks as "Protocol Mining."

In a long and detailed release, they state the it is the Division's view that "Mining Activities" (defined in their statement) in connection with Protocol Mining, under the circumstances described in their 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") and Section 3(a)(10) of the Securities Exchange Act of 1934 (the "Exchange Act"). Accordingly, it is the Division's view that participants in Mining Activities do not need to register transactions with the Commission under the Securities Act or fall within one of the Securities Act's exemptions from registration in connection with these Mining Activities.

"They refer in their statement to these crypto assets as "Covered Crypto Assets"."

The full statement is at Click Here