An Examination of the Prospectus to Be Issued for Crypto-Assets under the Capital Markets Law and the European Union Regulation (EU) 2023/1114 on Markets in Crypto-Assets (MiCA)

Numerous new concepts have emerged alongside the advancement of informatics and technology, among which crypto-assets undoubtedly hold a significant place. Bitcoin, whose technical details and operating principles were first introduced in Satoshi Nakamoto’s renowned 2008 whitepaper, constitutes the progenitor of crypto-assets. In his article, Nakamoto argued that commerce on the internet has become almost entirely dependent on financial institutions serving as trusted third parties to process electronic payments. He asserted that while this system functions adequately for most transactions, it remains inherently vulnerable to the weaknesses of the trust-based model. He further contended that the costs of transacting and dispute resolution within the current system are high, and the traditional reversible system engenders a trust problem. Consequently, he posited that what is required is an electronic payment system based on cryptographic proof rather than trust, which would allow any two willing parties to transact directly without the need for a trusted third party. He also emphasized that transactions which are computationally impractical to reverse would protect sellers from fraud.

Predictions suggesting that crypto-assets—which initially emerged solely as cryptographic digital payment instruments—and their underlying blockchain technology could be utilized in other fields have since materialized. One such field is capital market instruments. Following an extensive body of literature establishing the technical feasibility of issuing capital market instruments as crypto-assets, the European Union’s Regulation on Markets in Crypto-assets (MiCA – Regulation (EU) 2023/1114) finally stipulated that asset-referenced tokens may be issued, outlining the technical, financial, and legal details regarding their issuance. Consequently, the issuance and initial public offering (IPO) of capital market instruments in the form of crypto-assets have become viable.

The prospectus, which must be prepared prior to the public offering of capital market instruments, serves as a fundamental document ensuring that investors are provided with complete, accurate, fair, and effective information regarding the product to be issued. The required characteristics and further details of this document are meticulously regulated under MiCA for all three categories of tokens (asset-referenced tokens, non-asset-referenced tokens, and e-money tokens).

With the amendments made to the Capital Markets Law No. 6362 (SerPK) by Law No. 7518, the issuance of capital market instruments in the form of crypto-assets has been formally legislated in Turkey. However, the SerPK does not contain specific provisions regarding the content of prospectuses to be prepared specifically for crypto-assets. As a result, crypto-assets produced and offered to the public remain subject to the general provisions concerning prospectuses within the SerPK.

In this article, the concept of the prospectus as regulated under the SerPK and MiCA—including its characteristics, content, guiding principles, procedures, and the resulting liability frameworks—is examined comparatively from the perspective of both regulatory regimes, alongside fundamental information regarding crypto-assets.

Publication Information:
This article was published in the Journal of the Justice Academy of Turkey (TAAD), Year 17, Issue 65, January 2026. Click here to access the full text of the article.