Financial Instruments and Exchange Act

A public offering or secondary distribution of specified cryptoassets (excluding one that falls under general solicitation involving specified cryptoassets acquired by a qualified institutional investor prescribed in the following paragraph; the same applies hereinafter in this paragraph) may not be conducted unless the specified cryptoasset issuer has disclosed, pursuant to Cabinet Office Order, the following information concerning that public offering or secondary distribution of specified cryptoassets (hereinafter referred to as "information on specified cryptoassets"); provided, however, that this does not apply if information has been disclosed regarding the specified cryptoassets pertaining to the relevant public offering or secondary distribution of specified cryptoassets (excluding one conducted by a specified cryptoasset issuer (including a person specified by Cabinet Order as having a close relationship with that specified cryptoasset issuer) (limited to one pertaining to specified cryptoassets of that specified cryptoasset issuer)), or in any other case specified by Cabinet Office Order:

information specified by Cabinet Office Order as basic information that should be made clear to investors regarding the relevant specified cryptoassets;

information on the particulars specified by Cabinet Office Order as particulars concerning the specified cryptoasset acquisition solicitation, etc. pertaining to the relevant specified cryptoassets;

information on the trade name of the specified cryptoasset issuer of the relevant specified cryptoassets, the business outline pertaining to the relevant specified cryptoassets, the state of accounting, and other particulars specified by Cabinet Office Order as necessary and appropriate in the public interest or for investor protection.

A specified cryptoasset acquisition solicitation, etc. pertaining to specified cryptoassets for which the specified cryptoasset acquisition solicitation, etc. fell under the case set forth in Article 2, paragraph (52), item (ii), (a) or (b) (for the case set forth in item (ii), (b) of that paragraph, limited to a case in which, by excluding a qualified institutional investor pursuant to the provisions of item (i) of that paragraph, the specified cryptoasset acquisition solicitation, etc. comes not to fall under the case set forth in that item) (for the case set forth in Article 2, paragraph (52), item (ii), (b), limited to specified cryptoassets acquired or purchased by a qualified institutional investor excluded pursuant to the provisions of item (i) of that paragraph), that is conducted by a qualified institutional investor toward a person other than a qualified institutional investor (hereinafter referred to as "general solicitation involving specified cryptoassets acquired by a qualified institutional investor"), may not be conducted unless the specified cryptoasset issuer has disclosed information on specified cryptoassets concerning that general solicitation involving specified cryptoassets acquired by a qualified institutional investor, pursuant to Cabinet Office Order; provided, however, that this does not apply if information has been disclosed regarding the specified cryptoassets pertaining to that general solicitation involving specified cryptoassets acquired by a qualified institutional investor, or in any other case specified by Cabinet Office Order.

A case in which information has been disclosed, as prescribed in the proviso to paragraph (1) and the proviso to the preceding paragraph, means any of the following cases:

a case in which disclosure of information on specified cryptoassets under the provisions of the main clause of paragraph (1) concerning a public offering or secondary distribution of specified cryptoassets already conducted for the relevant specified cryptoassets (excluding one that falls under general solicitation involving specified cryptoassets acquired by a qualified institutional investor), or disclosure of information on specified cryptoassets under the provisions of the main clause of the preceding paragraph concerning general solicitation involving specified cryptoassets acquired by a qualified institutional investor already conducted for the relevant specified cryptoassets, has been made (excluding a case in which the specified cryptoasset issuer of the relevant specified cryptoassets has obtained the approval under the proviso to Article 27-50, paragraph (1) for the relevant specified cryptoassets, and any other case specified by Cabinet Office Order);

a case specified by Cabinet Office Order as equivalent to the case set forth in the preceding item.

A financial instruments business operator that intends to engage in the handling of a public offering or secondary distribution of specified cryptoassets subject to the application of the main clause of paragraph (1) or the main clause of paragraph (2) (including general solicitation involving specified cryptoassets acquired by a qualified institutional investor (excluding one that falls under a public offering or secondary distribution of specified cryptoassets); the same applies hereinafter in this Chapter and Article 172-14) (such handling including any act specified by Cabinet Office Order as similar thereto) must, pursuant to Cabinet Office Order, disclose in advance the information on specified cryptoassets to be disclosed under the main clause of paragraph (1) or the main clause of paragraph (2) concerning that public offering or secondary distribution of specified cryptoassets (including amended specified cryptoasset information, etc. pertaining to that information on specified cryptoassets (meaning the amended specified cryptoasset information, etc. prescribed in Article 27-52; the same applies hereinafter in this paragraph, paragraph (2) of the following Article, Article 27-44, item (ii), and Article 27-46, paragraph (1)); except in Article 27-49, paragraphs (1) and (3) and Article 27-52, the same applies hereinafter in this Chapter). In this case, if a financial instruments business operator comes to know that the information on specified cryptoassets contains false information regarding a material particular, lacks information about a material particular that is to be disclosed, or lacks information concerning a material fact that is necessary to prevent it from being misleading (hereinafter in this paragraph referred to as "false information, etc."), it must not disclose the information on specified cryptoassets pertaining to that false information, etc., and must not handle that public offering or secondary distribution of specified cryptoassets, until amended specified cryptoasset information, etc. that resolves that false information, etc. is disclosed.

A specified cryptoasset issuer, a person that conducts a public offering or secondary distribution of specified cryptoassets, an underwriter of specified cryptoassets, a financial instruments business operator, or a financial instruments intermediary service provider (referred to as a "specified cryptoasset issuer, etc." in the following paragraph) must, when having others acquire or selling specified cryptoassets through a public offering or secondary distribution of specified cryptoassets subject to the application of the main clause of paragraph (1) or the main clause of paragraph (2) of the preceding Article, provide, pursuant to Cabinet Office Order, in advance or simultaneously, to the other party the information on specified cryptoassets to be disclosed under the main clause of paragraph (1) or the main clause of paragraph (2) of that Article concerning that public offering or secondary distribution of specified cryptoassets; provided, however, that this does not apply in the following cases:

a case of having a qualified institutional investor acquire the relevant specified cryptoassets or selling them to it (excluding a case where, by the time of having the relevant specified cryptoassets acquired or selling them through a public offering or secondary distribution of specified cryptoassets, the qualified institutional investor has requested the provision of that information on specified cryptoassets);

a case of having a person that holds the same issue of specified cryptoassets as the relevant specified cryptoassets and has consented to not receiving the provision of that information on specified cryptoassets acquire the relevant specified cryptoassets or selling them to that person (excluding a case where, by the time of having the relevant specified cryptoassets acquired or selling them through a public offering or secondary distribution of specified cryptoassets, the person that so consented has requested the provision of that information on specified cryptoassets).

In the case of the preceding paragraph, if a specified cryptoasset issuer, etc. comes to know that the information on specified cryptoassets contains false information regarding a material particular, lacks information about a material particular that is to be disclosed, or lacks information concerning a material fact that is necessary to prevent it from being misleading (hereinafter in this paragraph referred to as "false information, etc."), it must not provide the information on specified cryptoassets pertaining to that false information, etc., and must not have others acquire or sell specified cryptoassets through that public offering or secondary distribution of specified cryptoassets, until amended specified cryptoasset information, etc. that resolves that false information, etc. is disclosed.

A person that conducted a public offering or secondary distribution of specified cryptoassets in violation of the provisions of Article 27-39, paragraph (1) or (2) is liable to compensate a person that acquired or purchased the relevant specified cryptoassets in response to that public offering or secondary distribution of specified cryptoassets for the damage caused by that violation.

If information on specified cryptoassets contains false information regarding a material particular, lacks information about a material particular that is to be disclosed, or lacks information concerning a material fact that is necessary to prevent it from being misleading, the specified cryptoasset issuer that disclosed that information on specified cryptoassets is liable for compensation for damage to a person that acquired or purchased specified cryptoassets in response to the public offering or secondary distribution of specified cryptoassets pertaining to that information on specified cryptoassets; provided, however, that this does not apply if the person that acquired or purchased the relevant specified cryptoassets knew, at the time of the application for the acquisition or purchase, that the information was false or lacking.

The amount for which a person is liable to compensate under the provisions of the preceding Article is the amount obtained by deducting an amount set forth in either of the following items from the amount the claimant paid for the acquisition or purchase of the relevant specified cryptoassets:

the transaction value of the relevant specified cryptoassets at the time of claiming compensation for damage pursuant to the preceding Article (or, if there is no transaction value, their estimated disposal value at that time);

the disposal value of the relevant specified cryptoassets, if they were disposed of before the time of claiming compensation for damage pursuant to the preceding Article.

A specified cryptoasset issuer that is liable to compensate under the provisions of the preceding Article is not liable to compensate for all or part of the damage if it proves that all or part of the amount of the damage the claimant sustained was caused by circumstances other than a decline in the price of the relevant specified cryptoassets that would result from the information on specified cryptoassets containing false information regarding a material particular, lacking information about a material particular that is to be disclosed, or lacking information concerning a material fact that is necessary to prevent it from being misleading.

A claim for compensation under the provisions of Article 27-42 extinguishes by prescription in the following cases:

when the claim is not exercised for three years from the time when the claimant comes to know, or in exercise of reasonable care could have come to know, that the information on specified cryptoassets contains false information regarding a material particular, lacks information about a material particular that is to be disclosed, or lacks information concerning a material fact that is necessary to prevent it from being misleading (referred to as "false information, etc." in the following item); or

when the claim is not exercised for seven years from the time the relevant information on specified cryptoassets was disclosed (if a stay order for the disclosure of all or part of the relevant information on specified cryptoassets was issued under the provisions of Article 27-57, paragraph (2), the period from the day on which that stay order was issued until the day on which the amended specified cryptoasset information, etc. that resolves the relevant false information, etc. was disclosed based on an order to publish under the provisions of paragraph (1) of that Article is not counted).