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SEC amends regulations related to the use of proceeds to enhance clarity and regulatory appropriateness



Thursday 2 July 2026 | No. 142 / 2026


Bangkok, 2 July 2026 – The Securities and Exchange Commission (SEC) has amended regulations related to the use of proceeds to enhance clarity and avoid impeding fundraising by debt securities issuers (issuers). The amended regulations will take effect from 1 July 2026.

The SEC has found that certain aspects of the regulations on the qualifications of issuers in cases where the proceeds are not used in accordance with the disclosed purposes, as well as the regulations on the use of proceeds in accordance with the disclosed purposes, remain unclear and may not be sufficiently flexible for fundraising. Therefore, to provide greater flexibility for issuers’ fundraising, the SEC has proposed amendments to the relevant regulations, with the key points as follows:

            (1) Amend the regulations on the qualifications of issuers that use proceeds in a manner inconsistent with the disclosed purposes by prescribing additional exemptions* for cases where the information on such use of proceeds has been disclosed and approved by the authorized person as specified in the terms and conditions;

            (2) Amend the regulations on the use of proceeds in accordance with the disclosed purposes to also cover the use of proceeds within the disclosed timeframe. If an issuer wishes to use the proceeds differently from what has been disclosed, the issuer must change the use-of-proceeds purposes before using such proceeds.

The amended regulations** have been published in the Government Gazette and will take effect from 1 July 2026.

Notes :

* Under the previous regulations, if an issuer used proceeds in a manner inconsistent with the disclosed purposes, the issuer would not be permitted to offer debt securities within two years from the date of such use of proceeds. However, the regulations amended under these notifications prescribe additional exemptions. Provided that the issuer has disclosed information on such use of proceeds and obtained approval from the authorized person as specified, it may offer debt securities without waiting for the two-year period.

** The two relevant notifications are as follows:

(1) Notification of the Capital Market Supervisory Board No. TorJor. 2/2569 Re: Application and Approval for Issuance and Public Offering of Newly Issued Debt Securities (No. 12)

(2) Notification of the Capital Market Supervisory Board No. TorJor. 3/2569 Re: Application and Approval for Issuance and Private Placement of Newly Issued Debt Securities and Offering of Convertible Bonds to Persons with Specific Characteristics (No. 13)












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No. 142 / 2026 Thursday 2 July 2026
SEC amends regulations related to the use of proceeds to enhance clarity and regulatory appropriateness

Bangkok, 2 July 2026 – The Securities and Exchange Commission (SEC) has amended regulations related to the use of proceeds to enhance clarity and avoid impeding fundraising by debt securities issuers (issuers). The amended regulations will take effect from 1 July 2026.

The SEC has found that certain aspects of the regulations on the qualifications of issuers in cases where the proceeds are not used in accordance with the disclosed purposes, as well as the regulations on the use of proceeds in accordance with the disclosed purposes, remain unclear and may not be sufficiently flexible for fundraising. Therefore, to provide greater flexibility for issuers’ fundraising, the SEC has proposed amendments to the relevant regulations, with the key points as follows:

            (1) Amend the regulations on the qualifications of issuers that use proceeds in a manner inconsistent with the disclosed purposes by prescribing additional exemptions* for cases where the information on such use of proceeds has been disclosed and approved by the authorized person as specified in the terms and conditions;

            (2) Amend the regulations on the use of proceeds in accordance with the disclosed purposes to also cover the use of proceeds within the disclosed timeframe. If an issuer wishes to use the proceeds differently from what has been disclosed, the issuer must change the use-of-proceeds purposes before using such proceeds.

The amended regulations** have been published in the Government Gazette and will take effect from 1 July 2026.

Notes :

* Under the previous regulations, if an issuer used proceeds in a manner inconsistent with the disclosed purposes, the issuer would not be permitted to offer debt securities within two years from the date of such use of proceeds. However, the regulations amended under these notifications prescribe additional exemptions. Provided that the issuer has disclosed information on such use of proceeds and obtained approval from the authorized person as specified, it may offer debt securities without waiting for the two-year period.

** The two relevant notifications are as follows:

(1) Notification of the Capital Market Supervisory Board No. TorJor. 2/2569 Re: Application and Approval for Issuance and Public Offering of Newly Issued Debt Securities (No. 12)

(2) Notification of the Capital Market Supervisory Board No. TorJor. 3/2569 Re: Application and Approval for Issuance and Private Placement of Newly Issued Debt Securities and Offering of Convertible Bonds to Persons with Specific Characteristics (No. 13)