Currently, private entities show interest in issuing and offering multiple lots of digital tokens that are based on projects with similar type of underlying or invested assets, such as music, performing arts and entertainment media. These projects might be released in series at different periods and it could be cumbersome to file for single ICOs individually. In accordance with phased release of songs or movie sequels, digital tokens would be issued and offered gradually. This approach differs from the current ICO regulations which allow offering of digital tokens on a one-time basis.

The SEC is therefore conducting this public hearing on the proposed principles for shelf filing ICOs and the proposed change to the total amount of funds raised from retail investors, as well as draft relevant regulations, as resolved in the SEC Board Meeting No. 5/2024 convened on 4 April 2024. The objective of the proposal is to increase 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. The key points of the proposed principles are 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 and a set of filings (“the Filing”). 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.

          For the initial application, issuers are required to submit an ICO application and Part 1 of the Filing, which includes basic information about the issuer. Additionally, Part 2 of the Filing, which contains pricing information related to the digital tokens and the specific offering details, must also be submitted. The application will be subject to the SEC approval in accordance with current ICO regulations. For subsequent offerings under the same shelf, the issuers only need to submit Part 2 of the Filing. The consideration period is within 30 days from the date of receiving all required information. Furthermore, the issuers are also subject to other relevant ICO regulations.

          (2) Limitation on total amount of funds raised from retail investors is lifted for tokens related to soft power projects such as music, films, dramas, and arts. Currently, such limit is specified as the higher amount between 70 percent of the total amount offered in a single offering or four times the issuer's equity.

In any case, the established approval system allows the SEC to consider relevant information before approving any ICOs. This ensures that the disclosure meets the specified requirements, providing clear and sufficient information for investors to make informed investment decisions.

The consultation paper is available at: https://www.sec.or.th/EN/Pages/PB_Detail.aspx?SECID=996 and the legal hub at: https://law.go.th/. Stakeholders and Interested parties are welcome to submit comments and recommendations via the websites or emails: kanjanachat@sec.or.th, thapanee@sec.or.th or pitchal@sec.or.th. The public hearing ends on 19 June 2024.   

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