The SEC’s amended regulations related to shelf filing of ICOs and the change to the limit and total amount of funds raised from retail investors aim to increase options and flexibility for ICO filing, allowing issuers to align ICO filing with the nature of digital tokens to be offered. This initiative also aims to promote the use of technology in fundraising without compromising appropriate investor protection. The SEC conducted a public hearing on the proposed principles and draft amendments to the relevant regulations in June 2024. Most respondents agreed with the proposal. The SEC has therefore issued the amendments with the key points as follows: 

     (1) Shelf filing ICOs criteria: Issuers are allowed to offer multiple lots of tokens, filed under the same shelf. Tokens eligible for shelf filling must have underlying or invested assets of the same nature or similar projects, as specified by the SEC. This includes projects in soft power industries such as music, films, dramas and arts. The issuers of these digital tokens are eligible for multiple offerings under a single application. These tokens can be offered without limits on the total amount or number of offerings within a two-year period from the date of the initial approval. In any case, the filing of the ICO application and registration statement, fee payment and requirements related to ICO must be as specified in the governing regulations; 

     (2) Limitation on the total amount of funds raised from retail investors is lifted for tokens related to soft power projects. While such limit is still applied to other types of projects.   

The Notifications regarding the amended regulations* have been published in the Government Gazette and have become effective since 16 September 2024. 

Mr. Anek Yooyuen, SEC Deputy Secretary-General and Spokesperson, said:  “As a key driver in the development of the capital market, the SEC prioritizes the promotion of technology in capital market activities, especially in business fundraising through a wide ranges of tools. We believe that this regulatory revision will significantly advance the soft power industries by making funding sources more accessible. This is one of the essential mechanisms that will help the soft power industries support Thailand’s continued development of digital and creative economies.”   

Remarks:  

* Five notifications of the amendments are as follows:  

(1) Notification of the Securities and Exchange Commission No. Kor Jor. 26/2567 Re: Initial Coin Offerings to the Public (No. 13): https://publish.sec.or.th/nrs/10366s.pdf, and the timeline of effectiveness of the filing for ICOs: https://publish.sec.or.th/nrs/10367s.pdf; 

(2) Notification of the Securities and Exchange Commission No. Kor Jor. 27/2567 Re: Rules, Conditions and Procedures for Approval of ICO Portals (No. 12): https://publish.sec.or.th/nrs/10370s.pdf; 

(3) Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 24/2567 Re: Determination of Characteristics and Types of Digital Tokens Eligible for Shelf Filing: https://publish.sec.or.th/nrs/10371s.pdf; 

(4) Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 25/2567 Re: Initial Coin Offering without Requirement of Maximum Offering Amounts to Investors Who Are Not Institutional Investors, Ultra High Net Worth Investors or High Net Worth Investors: https://publish.sec.or.th/nrs/10372s.pdf;  

(5) Notification of the Office of the Securities and Exchange Commission No. Sor Jor. 26/2567 Re: Rules in Details Regarding Information Disclosure of ICO Portals (No. 2): https://publish.sec.or.th/nrs/10373s.pdf and Attachment: https://publish.sec.or.th/nrs/10374s.pdf.