7 Things You Need to Know in IPO and ICO Fundraising Summary from The Stock Exchange of Thailand (SET)

Summary from the seminar “Digital Asset and Business Growth Opportunities (New S-Curve) of Listed Companies” organized by The Stock Exchange of Thailand (SET)

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7 Things You Need to Know in IPO and ICO Fundraising Summary from The Stock Exchange of Thailand (SET)
  1. How are Digital Assets and Blockchain related to Digital Transformation?
  2. Digital Asset & Blockchain Business Transformation
  3. Guidelines for supervision of relevant agencies, including the SEC and the Bank of Thailand
  4. Thai companies that are examples of case studies from this seminar
  5. If raising funds and/or conducting activities related to Digital Asset, what must be considered?
  6. Methods for offering digital tokens, both Investment Token and Utility Token under the supervision of the SEC
  7. Digital Asset Issuance Process and the importation of registration in the Thai Digital Assets Exchange (TDX)

The Stock Exchange of Thailand (SET) organized a training course Digital Asset and Business Growth Opportunity (New S-Curve) of listed companies on July 7–8, 2022. This event received great interest and results. Very good response to one job As can be seen from the number of people who registered and listened to the Live session, more than 1,200 people. After the seminar I got a question similar to from many business owners and senior executives Both from companies already registered in SET and mai, as well as from companies that are currently listed. About digital token fundraising

So here I would like to summarize the fundraising methods between IPOs and ICOs for all of you. To create understanding and choices for everyone in raising funds in accordance with the law, rules, regulations, regulations and supervision from the Securities and Exchange Commission (SEC) and Bank of Thailand (BOT).

Issue 1: Comparison of IPO and ICO fundraising criteria

Comparison of IPO and ICO fundraising criteria

IPO (Initial Public Offering) is an offering of new shares of companies that want to raise funds for their business operations. and trade in both SET and mai

ICO (Initial Coin Offering) is digital fundraising by offering digital tokens. through the blockchain to the public The fundraiser will issue the digital token.

Currently, Thai Digital Assets Exchange Company Limited — TDX is a group company of the Stock Exchange of Thailand. Operate as a hub or network for digital asset trading or exchange (Digital Asset Exchange) to increase opportunities and diversification for fundraising and investment through digital tokens under relevant laws and regulations.​

Comparison: Traditional Exchange vs Digital Token Exchange

As for “shares”, it is considered a form of token, but shares define their benefits with the current legal framework that Shareholders have ownership rights. have the right to receive dividends Including the right to attend meetings and vote at shareholder meetings, etc., unlike Digital Tokens, it will have certain rights specified by the token issuer, but will not have ownership of the company like shareholders.

Issue 2: Digital Asset & Blockchain Business Transformation

Adopting Blockchain Technology and Digital Assets come to transform business To create opportunities for business growth (New S-Curve)

How are Digital Assets and Blockchain related to Digital Transformation?

Blockchain is one of the core technologies of modern business transformation. The basic properties of database technology were identified in 1991 until in 2009, blockchain was first used in practice with the Bitcoin digital currency. The potential applications for Blockchain have developed rapidly.

Digital Asset & Blockchain Business Transformation is the way organizations leverage blockchain technology to create digital assets and increase the capacity to create new business models that affect organizational transformation and processes. To create new growth opportunities for the New S-Curve business

Forbes The Blockchain 50

Global companies that have made Digital Asset & Blockchain Business Transformation include Microsoft, Cargill, IBM, Sotheby’s, Breitling, Boeing, Andreesen Horowitz, Block (as Square), China Construction Bank, Fidelity, Mastercard, Meta, Oracle, Tencent, and Visa. , Tech Mahindra, Samsung, Kakao, Fujitsu, Line Corporation, Twitter, Adobe, J.P. Morgan, Mastercard (for a full list of companies, see Forbes The Blockchain 50).

Issue 3: Guidelines for supervision of relevant agencies, including the SEC and the Bank of Thailand

According to Thai law, in the Digital Asset Business Act B.E. 2561 (2018), there are 2 types of digital assets.

Type 1: Cryptocurrency It was created to serve as a medium for exchanging goods, services or other digital assets such as Bitcoin, Ethereum, Litecoin, Ripple, Stellar, etc.

According to the Notification of the Bank of Thailand Re: Regulations on Digital Asset Operators Not Supporting the Use of Digital Assets as a Media in Payment for goods and services (Mean of Payment), that is, will not be able to use cryptocurrencies. can pay for goods and services in Thailand instead of baht And not in the service of TDX as well.

Type 2: Digital Token, which is divided into 2 sub-types:

Investment Token or investment token It was created to define joint investment rights, such as revenue sharing rights. right to profit from investments, etc.

Utility Token or digital token for utilization which was created to determine the right to receive specific goods and services, such as train tickets coupons in food courts, etc.

The Investment Token and Utility Token are digital assets under the supervision of the SEC.

Reference source: SETinvestnow, SEC

Issue 4: Thai companies that are examples of case studies from this seminar

  • SiriHub Investment Token Project, SANSIRI’s Investment Token, the first digital investment token in Thailand. referring to the income stream from real estate (Asset-backed) issued by SPV 77 Company Limited with XSpring Capital Public Company Limited (XPG) as an ICO Portal with the objective of raising funds in the total value of 2,400 million baht to invest in obtaining revenue streams from Siri Campus office building group, which is the underlying real estate for this fundraising.
  • GDH 559’s Destiny Token project and Broadcast Thai Television, a digital token based on movies. “Buppesanniwas 2” with Kubix as its ICO Portal has raised 265 million baht. ‘Destiny Token’ is a combination of Investment Token and Utility Token. Investing in DESTINY Token will receive both monetary returns, 2.99% per annum, a term of up to 2 years, and the benefits of Utility Tokens that are only available to holders of this digital token, such as being able to redeem tickets. Watch movies, buy popcorn or receive special privileges to participate in various activities
  • Project JFin Coin is a digital utility token by BTS Group invested 185 billion to acquire shares of JMART and SINGER to expand their business by using ‘JFin Coin’ to pay. Electricity bills and purchase products of affiliated services such as spending via Rabbit and Rabbit LINE Pay cards with low interest rates, paying for BTS service fees, paying for delivery with Kerry, using VGi’s business services. Out of home media Payment service business and integrated logistics business, for real estate trading of U City, including the use of JFIN Coin to exchange for drinks, ‘flying turtle’, etc.
  • The Crown Token (CWT) project, a digital utility token by T&B Media Global, has raised 140 million tokens (opening price at 33.50 baht per Token) to be used in conjunction with its affiliated businesses. Vuga Digital, Tree Roots Entertainment and MQDC manage and invest in copyright and intellectual property rights. (Intellectual Property Management and Investing) Media and Entertainment Business Real Estate, as well as the future NFT and Metaverse.
  • Project Popcoin is RS Group’s digital utility token.
  • Project KUB is Bitkub’s digital utility token for use with Bitkub Chain Ecosystem, Bitkub Next, Bitkub NFT, Gamefi & DeFi.
  • Blockchain Procure-to-Pay (B2P) project of Siam Commercial Bank (SCB) by Digital Ventures.
  • “C-Coin Application” project by Central Retail Corporation Public Company Limited (CRC). C-Coin was created using blockchain technology by Central Tech Innovation. decrease in transaction As a result, new business models have been developed for longevity and reliability. The purpose of the C-Coin application is to create an employee engagement tool and to promote the identity of the Central Group for the more than 80,000 employees working in business units around the world. C-Coin was awarded Best. in Future of Work from IDC Future Enterprise Awards Thailand 2021 as well
  • Zipmex recently received a Series B funding round of over 1.3 billion baht from Krungsri Finnovate, a venture capital firm (VC: Venture Capital) under Bank of Ayudhya that focuses on Invest in startups, and there are Plan B Media Public Company Limited and Master Ad Public Company Limited that have announced the investment in the previous round and there are other foreign investment companies as well. Zipmex offers a wide range of products and services, not just a digital asset trading platform.

Other digital tokens licensed by the SEC

  • “SPEEDKUB” and “FIIT TOKEN” of Sabai Digital Company Limited (SABUY Digital), a company under the group of Sabai Technology Public Company Limited.
  • “BNK Governance Token” of Independent Artist Management Company or iAM issued by Token X Company Limited (Token X), a company under the SCB X group.
  • “Ready-to-Use Utility Token” of Charging Management Company Limited (SHARGE) in collaboration with Ex Spring Digital Company Limited and ERX Company Limited (ERX).

From the summary report on capital market conditions for the month of June 2022 by the SEC found that

  • Since January 1, 2022, 13 securities have been raised for IPO, with an offering value of 11,755.18 million baht, with an approved request. and ready to offer IPO totaling 10 securities, 17 securities pending consideration and 76 securities pending pre-consult
  • which shows that The capital market is an important source of capital and there is ongoing funding through the capital market. As for raising funds through digital assets, there are 1 company, Destiny token, with an offering value of 265.23 million baht (cumulative sum of raising funds through digital assets to date, a total of 2 companies, worth 2,665.23 million baht).
  • There are more than 26 ICO companies in the pre-consult phase.
the summary report on capital market conditions for the month of June 2022 by the SEC

Issue 5: If raising funds and/or conducting activities related to Digital Asset, what must be considered?

According to the Royal Decree on Digital Asset Business B.E. 2561 (“Act on Digital Assets Act”), the objective is to supervise public fundraising through digital token offering, digital asset business and operation. Digital Asset Activities

Public Offering of Newly Issued Digital Tokens or digital tokens that have already been issued by the Offeror and The objective is to offer for sale to the general public. This can be done only for a juristic person in the form of a limited company or a public limited company. and must obtain permission from the SEC Office, as well as submit a registration statement for the proposal. selling digital tokens and draft prospectus to the SEC as well

Issue 6 : Methods for offering digital tokens, both Investment Token and Utility Token under the supervision of the SEC

People who wish to sell digital tokens (hereinafter referred to as Issuer Company Funder), both Investment Token and Utility Token type that are ready to use and to be traded in the secondary market and require a list of coins from a licensed digital asset trading center licensed operator ( Digital Asset Exchange) such as BITKUB, Satang Pro, Zipmex, TDX must perform the following:

  1. Issuer Company fundraisers provide information about the tokens they wish to raise (Draft White Paper), such as the amount to be raised, token holder benefits and returns, assets or projects to be used to generate flow. Income, business plan information after fundraising including company structure and management team, etc.
  2. Hiring consultants in various fields Principal advisors include legal advisors, auditors, as well as ICO Portal (see list of operators licensed for ICO Port from the SEC here) to prepare a detailed white paper accordingly. SEC Requirements
  3. File a Digital Token Offering Registration Form and draft a prospectus to the SEC Office for consideration and approval.
  4. After obtaining approval from the SEC, the issuer company must submit an application for digital token registration.
  5. Digital token trading centers such as TDX for approval and registering to raise funds in the secondary market (Read more, Issue 7: Digital Asset Issuance Process and the import is registered in the Thai digital asset trading center — TDX below)

Upon approval from the Digital Token Exchange, the Issuer Company Fundraiser must offer the digital token within 6 months.

In the event that the digital token is issued for a ready-to-use utility and the operator does not wish to be traded in the secondary market, or don’t want List coins will get an exception. No permission from the SEC is required, for example, in the case of Popcoin.

The digital token offering process in these 5 steps has the same process and time as The IPO fundraising process in SET and mai takes approximately 12–18 months as follows:

  1. Issuer Company fundraiser prepares information for fundraising requests, such as past performance. Business plan information, management team
  2. Hiring consultants in various fields Advisors, including investment bankers, to assist fundraisers in preparing information and issuing prospectuses.
  3. Office of the SEC for approval
  4. Issuer Company fundraiser submits an application for securities registration
  5. SET Securities Exchange to consider and approve and registration

A Complete Guide to the Regulations on Cryptocurrency and Digital Token Offering in Thailand 2022 Edition (The law as of 15 July 2022) by Baker Mckenzie

Issue 7 : Digital Asset Issuance Process and the importation of registration in the Thai Digital Assets Exchange (TDX)

Thai Digital Assets Exchange (TDX)

The process of issuing and offering digital assets and the import is registered in TDX

The process of issuing and offering digital assets and the import is registered in TDX

Interested in raising funds by creating Digital Assets

If you are a business owner and executive of a company listed on SET and mai or a company that is being listed, and interested in raising funds by creating Digital Assets, both in the form of Investment Token and Utility Token.

We help you a consultant in various actions related to fundraising included

  • Prepare the token to raise funds, such as the amount to be raised, token holder benefits and returns, assets or projects to be used to generate income, business plan information after raising. capital
  • Preparation of a Draft White Paper for Project Submission to the ICO Portal
  • Work with the ICO Portal to implement the requirements of the SEC and consulting with the company’s team of legal advisors, auditors.
  • Filing a Digital Token Offering Registration Form and draft a prospectus to the SEC Office for consideration and approval.
  • Working with digital token trading centers to carry out digital token offerings in the secondary market
  • Including thinking of a new business plan in accordance with the IPO fundraising plan
  • or if you wish to issue digital tokens for a ready-to-use (Utility token) and do not wish to be traded on the secondary market. Or don’t want to List Coins to get an exception? No permission from the SEC is required, for example, in the case of Popcoin.

Contact to get advice from our consultant team sfia at email contact@sfia.io or call 098–269–904.

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