Source: OJ L, 2025/414, 31.3.2025Current language: EN
- Markets in crypto-assets
Crypto-asset service provider
- RTS on acquisition of qualified holding in CASP
Article 8 Information relating to the financing of the proposed acquisition
Summary What does Article 8 of the RTS on acquisition of qualified holding in CASP say?
This article focuses on the financial transparency requirements surrounding the proposed acquisition, specifically compelling the proposed acquirer to fully disclose and evidence the sources of funding being used.
The underlying concern driving the article is anti-money laundering and counter-terrorist financing — acquirers must demonstrate, with supporting documents, that the funds are legitimate.
Notably, the article also extends into crypto-asset-specific territory, requiring detailed disclosure of any wallets, DLT addresses, and crypto-asset service providers involved in financing the deal, reflecting the digital asset context of the broader regulation.
Important points:
- Provide a detailed breakdown of all funding sources for the proposed acquisition, supported by documentary evidence such as financial statements, bank statements, and tax statements.
- Where borrowed funds are used and the lender is not a regulated credit institution, provide comprehensive information on the lender's identity, legal form, and any contractual clauses giving the lender influence over the qualifying holding.
- Where crypto-assets are used to finance the acquisition, disclose full details of the wallets, DLT addresses, crypto-asset service providers used, and the identities of the originator and beneficiary.
Springlex's summary of the article, a reading aid, not a substitute for the legal text.
The proposed acquirer shall provide to the competent authority of the target entity a detailed explanation of the specific sources of funding for the proposed acquisition, including:
detailed description of the activity that generated the funds and assets for the acquisition, supported by relevant documents, including financial statements, bank statements, tax statements and any other document or information providing evidence to the competent authority that no money laundering or terrorist financing is attempted through the proposed acquisition;
details on any assets, including any crypto-assets, that are to be sold to help finance the proposed acquisition, including conditions of sale, price, appraisal and details about the characteristics of those assets, including information on when, how and from whom those assets were acquired;
details on access to capital sources and financial markets including details of financial instruments to be issued;
where the funds used for the acquisition of the holding have been borrowed, information on the use of borrowed funds including the name of relevant lenders and details of the facilities granted, including maturities, terms, pledges and guarantees, and information on the source of revenue to be used to repay such loans;
details on the means of payment for the proposed acquisition and the network used to transfer funds other than e-money tokens;
details of any crypto-assets and related DLT used to acquire the holding, of any wallet, including the nature or type of wallet, whether it is custodial or non-custodial, where the crypto-assets used or exchanged into official currency to acquire the holding, or the means of access to such crypto-assets, were stored, of the crypto-asset service providers used, and of the distributed ledger addresses or accounts of the originator and of the beneficiary;
information on any financial arrangement with other persons that are or will be shareholders of the target entity.
For the purposes of point (d), where the lender is not a credit institution or a financial institution authorised to grant credit, the proposed acquirer shall provide comprehensive information and supporting evidence on the origin of the funds borrowed including, the lender’s activity, legal form and place of residence, and any contractual clause empowering the lender to give instructions to the borrower about the qualifying holding.
The proposed acquirer that is a trust shall submit to the competent authority of the target entity information on the method of financing the trust and resources ensuring the financial soundness of the trust to support the crypto-asset service provider.
Relevant recitals
Recital 15 Financial information and business activities
To assess the financial soundness of that proposed acquirer, financial information concerning that proposed acquirer, including a description of the current business activities of the proposed acquirer, should be provided to the competent authority of the target entity.
Recital 21 Financing sources and anti-money laundering checks
Furthermore, the proposed acquirer should provide information on the financing of the proposed acquisition, including information concerning all means and sources of financing. The proposed acquirer should also be able to present evidence about the origin and legitimacy of the source of all such funds and assets, including any crypto-asset or other digital asset, in order for the competent authority of the target entity to assess their certainty, sufficiency and legitimate origin, including whether there is a risk of money laundering or terrorist financing.
Springlex and this text is meant purely as a documentation tool and has no legal effect. No liability is assumed for its content. The authentic version of this act is the one published in the Official Journal of the European Union.
Definition
placing of crypto-assets
Definition
official currency
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qualifying holding
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distributed ledger
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reception and transmission of orders for crypto-assets on behalf of clients
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exchange of crypto-assets for funds
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credit institution
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consensus mechanism
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operation of a trading platform for crypto-assets
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e-money token
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crypto-asset service
- providing custody and administration of crypto-assets on behalf of clients;
- operation of a trading platform for crypto-assets;
- exchange of crypto-assets for funds;
- exchange of crypto-assets for other crypto-assets;
- execution of orders for crypto-assets on behalf of clients;
- placing of crypto-assets;
- reception and transmission of orders for crypto-assets on behalf of clients;
- providing advice on crypto-assets;
- providing portfolio management on crypto-assets;
- providing transfer services for crypto-assets on behalf of clients;
Definition
offer to the public
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providing advice on crypto-assets
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offeror
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execution of orders for crypto-assets on behalf of clients
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DLT
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crypto-asset service provider
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crypto-asset
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DLT network node
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funds
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client
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asset-referenced token
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issuer
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exchange of crypto-assets for other crypto-assets
Definition
electronic money token
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providing custody and administration of crypto-assets on behalf of clients
Definition
providing transfer services for crypto-assets on behalf of clients
Definition
distributed ledger technology
Definition
financial instrument
Definition
competent authority
- designated by each Member State in accordance with Article 93 concerning offerors, persons seeking admission to trading of crypto-assets other than asset-referenced tokens and e-money tokens, issuers of asset-referenced tokens, or crypto-asset service providers;
- designated by each Member State for the application of Directive 2009/110/EC concerning issuers of e-money tokens;