The FCA published CP25/41 on 15 December 2025, providing a more fully formed picture of their proposed cryptoasset Admissions & Disclosures (A&D) regime and Market Abuse Regime for Cryptoassets (MARC), both of which will be established under the now finalised Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026 (the Cryptoasset Regulations). The consultation paper builds on the responses the FCA received to its December 2024 discussion paper (DP24/4) addressing the same subject matter (which we covered previously).
By way of reminder, broadly, the A&D regime would (i) ban public offers of qualifying cryptoassets in the UK other than offers that are conditional on admission to trading on a regulated cryptoasset trading platform (CATP), offers of qualifying cryptoassets that have been admitted to trading on a CATP and offers of qualifying stablecoins issued in the UK, (ii) create a “material information requirement” for qualifying cryptoasset disclosure documents (QCDDs) defining the baseline disclosure standard and (iii) create a statutory compensation regime for untrue or misleading statements and omissions in QCDDs. The MARC regime would simultaneously (i) prohibit insider dealing in relevant qualifying cryptoassets, (ii) prohibit the unlawful disclosure of inside information, (iii) require the public disclosure of inside information on relevant qualifying cryptoassets admitted to trading on a CATP and (iv) prohibit market manipulation of relevant qualifying cryptoassets admitted to trading on a CATP.
This is the fourth in our seven-part series covering the FCA’s latest cryptoasset proposals. We have already published our analyses of notable FCA policy decisions, the Cryptoasset Regulations and conduct requirements.
A&D
Amongst other A&D requirements, CATPs would need to develop risk-based admission criteria, conduct due diligence before admitting qualifying cryptoassets and comply with record-keeping requirements. CATPs would also be required to produce and publish a QCDD for retail-accessible qualifying cryptoassets, which would involve conducting pre-publication checks of each QCDD’s content. The QCDD would serve as a point-in-time disclosure at admission, while ongoing disclosure obligations would fall under the MARC inside information requirements. Respondents to DP24/4 called for the FCA to require a short summary of key information to be included in each QCDD, and the FCA has now proposed a requirement to that effect. Supplementary Disclosure Documents (SDDs) would also need to be prepared and published once any significant new information comes to light before trading. Together, these requirements should benefit investors by giving them access to useful information before they make an investment decision. However, reviewing and publishing QCDDs creates a significant operational burden, and potentially heightened legal risks, for UK CATPs.
The FCA will consider implementing transitional arrangements that would give CATPs and persons applying for admission time to prepare for compliance with the new requirements laid out in CP25/41, which address the following areas:
- Withdrawal rights: the proposed rules specify when and how statutory withdrawal rights established under the Cryptoasset Regulations could be exercised. These would allow purchasers of qualifying cryptoassets to change their mind about purchasing or subscribing for qualifying cryptoassets in certain circumstances. Notably, eligible consumers would only be able to withdraw their acceptances for qualifying cryptoassets (including UK qualifying stablecoins) within two working days of the publication of the SDD, unless the intermediary or persons responsible for the offer allows an extension. This is another proposal that is likely going to be attractive to consumers but less so to industry.
- Publishing diligence findings: in a significant simplification, the FCA has dropped its DP24/4 proposal that would have required CATPs to publish summaries of their due diligence findings in QCDDs (although approved QCDDs would still need to be published on the CATP’s website and uploaded to the centralised repository). Respondents to DP24/4 argued that earlier proposals would be disproportionate and further increase legal and operational risks for CATPs, which could discourage growth in the sector. In what the FCA presents as a pragmatic alternative to publishing the CATP's findings in QCDDs, CATPs would be required under the updated proposals to maintain records of the due diligence they have conducted for at least five years (or up to seven years if requested by the FCA).
- Consumer Duty: in response to feedback, the FCA has also confirmed that it does not intend to apply the Consumer Duty to activities relating to public offers, and admissions to trading, of qualifying cryptoassets. Instead, it plans to introduce bespoke, “Consumer Duty-aligned” A&D rules for those activities which would apply regardless of whether or not the persons carrying on the activities are authorised by the FCA. Importantly, this carve-out would not extend to disclosures for UK-issued qualifying stablecoins; authorised issuers of these instruments would remain fully subject to the Consumer Duty for their disclosure obligations. This is a significant development, although the proposed bespoke A&D rules appear to be substantively analogous to the Consumer Duty as the rules would embed “Consumer Duty-aligned outcomes”. For authorised firms that are familiar with the Consumer Duty, it could be operationally challenging to simultaneously ensure compliance with the Duty and the new, bespoke cryptoasset rules. The FCA plans to publish guidance on preparing QCDDs that support consumer understanding in the future, which we will be closely monitoring to assess the full impact of these new, “Consumer Duty-aligned” requirements.
- UK-issued qualifying stablecoin-specific rules: the latest proposals explain that the bulk of the proposed A&D rules in CP25/41 would apply to all qualifying cryptoassets other than UK-issued qualifying stablecoins, which would be subject to their own unique requirements. Those bespoke rules are outlined in detail in CP25/41. As pointed out by many respondents to DP24/4, authorised qualifying stablecoin issuers would already be regulated directly by the FCA once they obtain the relevant permission. Consequently, it logically follows that issuers should be subject to lighter touch A&D rules. The bifurcated approach aims to alleviate the regulatory burden on authorised issuers of UK-issued qualifying stablecoins by ensuring they would not have to comply twice with overlapping regimes – namely, the A&D requirements and the relevant issuer-specific rules in the FCA’s Handbook. This approach is intended to maintain a level playing field and avoid a scenario where issuers of UK-issued qualifying stablecoins are at a competitive disadvantage. Unlike the A&D rules, MARC would broadly apply the same way to both qualifying cryptoassets and qualifying stablecoins.
MARC
MARC would apply “when a qualifying cryptoasset has been admitted to trading, or is subject to an application seeking admission to trading, on a CATP”. The proposed regime draws largely from UK MAR, although the FCA acknowledges it is not feasible to achieve the same regulatory outcomes that UK MAR has achieved for traditional financial instruments. Consistent with UK MAR, the proposed rules would prohibit insider dealing, unlawful disclosure of inside information and market manipulation and also require the timely disclosure of insider information and the creation (and maintenance) of insider lists.
MARC would, however, also be calibrated for cryptoasset markets and therefore look different to UK MAR in certain material respects:
- Reporting suspected market abuse: one crucial departure from UK MAR, taken forward from DP24/4, is that under MARC the FCA would not play a central role in receiving and assessing Suspicious Transaction and Order Reports (STORs). Instead, intermediaries would report suspected market abuse to CATPs, whose operators would be responsible for assessing and responding to such reports. CATP operators would therefore effectively become frontline enforcers of significant aspects of MARC while the FCA’s role would be diminished. Complying with these rules could potentially be time and cost-intensive for operators. Safe harbour protections would apply to in-scope firms making good-faith reports to CATPs, which should encourage them to be fully transparent with CATPs. This matters because CATP operators would be reliant on receiving information from market participants in order to fulfil their obligations.
- Disclosure by issuers, offerors and CATPs: as another example of divergence between the regimes, the responsibility for disclosing information under MARC would be broadened beyond issuers to also potentially capture offerors and CATPs. Simultaneously, the disclosure requirement would be limited to information that directly concerns the disclosing person. To help firms assess what information directly concerns them, the FCA has provided illustrative examples in its guidance. Industry participants should closely review these examples and engage with the FCA to highlight any missing scenarios that ought to be included.
- PDMR: the FCA has also confirmed it will not pursue the implementation of disclosure obligations modelled on the Persons Discharging Managerial Responsibilities (PDMR) regime, which is already applicable under UK MAR. The FCA was persuaded by respondents that this would be difficult to implement in practice and disproportionate for firms not themselves issuing the relevant cryptoasset. This decision is likely to be well received by industry, although bespoke rules are expected to address analogous risks.
Building on industry feedback, the FCA has proposed rules on specific legitimate market practices (LMPs) which (as a non-exhaustive list) would provide that:
- coin-burning and crypto-market stabilisation could be deemed LMPs in certain scenarios. For example, coin-burning would be an LMP if undertaken for the sole purpose of reducing the total number of cryptoassets in circulation and recording full details of the process before trading provided such transactions are disclosed to the public (although such public disclosures would be unnecessary if transactions are already observable directly on a blockchain);
- firms would not be deemed to have engaged in market manipulation if their actions are undertaken for legitimate reasons. Notably, the behaviour of CATP users is unlikely to amount to market manipulation where they deal at times and in sizes that are most beneficial to them to maximise profits; and
- market makers who possess information would not be engaging in insider trading in specified circumstances (e.g. pursuing legitimate business of dealing in qualifying cryptoassets or related instruments).
Certain proposals in DP24/4 have also been amended in consideration of industry’s responses so that they would only apply to CATPs with an average annual revenue of £10 million or more over three years (Large CATPs). For example, only Large CATPs would be required to:
- monitor on-chain activity and share information across platforms where market abuse is suspected. Intermediaries and smaller CATPs would still, however, need to maintain proportionate off-chain monitoring capabilities; and
- share information with other Large CATPs to counter market abuse. The FCA has also proposed rules to provide safe harbours to Large CATPs which would apply, broadly, where they act reasonably and in good faith when securely sharing information with other Large CATPs to counter suspected market abuse.
Looking forward, the FCA confirmed that in the future it will provide guidance setting out examples of inside information and factors that firms should consider when determining whether information has already been made public (e.g. if the information has been disclosed on a firm’s website or on widely accessible social media platforms by an issuer, offeror or CATP, the information would be deemed public).