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  • Part III – Whitepapers and Public Disclosures

    • A. Whitepapers

      1. Initial Whitepaper. Prior to offering, selling, or otherwise making a Virtual Asset available, Issuers shall provide the following disclosures in a single easily accessible location in a machine-readable format, or in any form as may be prescribed from time to time by VARA [a Whitepaper]—
       
        a. a detailed description of the Issuer and an overview of the main Entities involved in the design, development, offering or Marketing of the Virtual Asset, to the extent applicable to the Issuer, including whether any individual has been convicted of any offence of dishonesty, fraud, financial crime or an offence under laws relating to companies, banking, insolvency, money laundering and insider dealing, and, to the extent permissible under applicable laws, whether any individual is subject to ongoing inquiries or investigations in respect of such offences;
        b. a detailed description of the Virtual Asset that will be issued, including, but not limited to, all features, uses or other characteristics;
        c. a detailed description of the rights and obligations attached to the Virtual Asset including, but not limited to, any voting rights, entitlement to rewards or value in kind, the nature of such rewards or value in kind, any other financial or non-financial interests and the procedures and conditions for holders to exercise those rights;
        d. the planned use of any proceeds or consideration received by the Issuer from issuing the Virtual Asset [if applicable], including fiat currencies and any other tangible assets or Virtual Assets;
        e. a detailed description of the issuance structure of the Virtual Asset, in particular the number of Virtual Assets that will be issued, the issuance schedule, when all the Virtual Assets will be made available and how many will be allocated or retained by the Issuer;
        f. whether Entities other than the Issuer which will be involved in the issuance [e.g. Licensed Distributors] will be allocated Virtual Assets, either at issuance or as part of the issuance schedule and, if so, how many;
        g. any terms and conditions applicable to holding the Virtual Assets including, but not limited to, periods during which a Virtual Asset cannot be used or redeemed;
        h. information on all underlying technology, including, but not limited to, which DLTs a Virtual Asset is compatible with, all relevant DLT-related standards used in its creation and all information required by holders in respect of the custody and transfer of such Virtual Assets;
        i. whether the Virtual Asset has been subject to an independent smart contract audit and the date of the most recent audit;
        j. the issue price [if applicable];
        k. a description of how the Issuer determines the value of any Virtual Asset [if applicable], including how any redeemable value is accrued;
        l. detailed descriptions of any fees or charges associated with the Virtual Asset [if applicable];
        m. any material legal or regulatory considerations applicable to owning, storing, transferring, or otherwise using the Virtual Asset [if applicable]; and
        n. a statement on the environmental and climate-related impact of the Virtual Asset.
       
      2. No Issuer may exclude or attempt to exclude any form of actual or potential civil liability in respect of providing inaccurate or misleading information.
      3. Issuers must publish the Whitepaper prior to making the Virtual Asset available to the public, including any offer or Marketing. The Whitepaper shall remain subject to the Rules set out above for as long as the Virtual Asset is available to the public.
      4. Whitepaper updates. Issuers must ensure the Whitepaper is accurate and complete at all times including, but not limited to, making any necessary changes to the Whitepaper, or publishing an updated Whitepaper. Issuers must take all reasonable steps to ensure holders of Virtual Assets are notified of any updates prior to any changes taking effect, except that, prior notification shall not be required where an Issuer needs to implement any update in response to a security or other threat or which is in the best interests of maintaining the integrity of the Virtual Asset as disclosed in the Whitepaper.
      5. In the event of an update to the Whitepaper, Issuers must clearly state the date on which the Whitepaper has been updated and ensure all previous versions remain easily accessible in the same format and location in which they were initially published.
       

    • B. Risk Disclosure Statements

      1. Initial Risk Disclosure Statement. Issuers must publish a statement that includes a detailed description of all material risks related to the Virtual Assets being issued as applicable in a machine-readable format [Risk Disclosure Statement]. Risk Disclosure Statements shall be made available in the same easily accessible location as, but remain separate from, the Whitepaper.
      2. Risk Disclosure Statement updates. Issuers must ensure the Risk Disclosure Statement is accurate and complete at all times including, but not limited to, making any necessary updates to the Risk Disclosure Statement, or publishing an updated Risk Disclosure Statement. Issuers must take all reasonable efforts to ensure holders of such Virtual Assets are notified of any updates.
      3. In the event of an update to the Risk Disclosure Statement, Issuers must clearly state the date on which the Risk Disclosure Statement has been updated and ensure all previous versions remain easily accessible in the same format and location in which they were initially published.