Resolution no. 23460

Order, pursuant to Article 94 (1) (u) of Regulation (EU) 2023/1114 ("MiCAR") and Article (1) of Italian Legislative Decree no. 129/2024, for the immediate cessation of the offer to the Italian public of crypto-assets, other than tokens linked to assets or electronic money tokens, called "$CORONA memecoins", also carried out through the Telegram Channel https://t.me/officialcoronamemes and the website www.getcoronamemes.com without having provided a White Paper on crypto-assets in accordance with Article 8 of the MiCAR

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[The National Commission for Companies and the Stock Exchange]

HAVING REGARD to Law no. 216 of 7 June 1974, as subsequently amended and supplemented;

HAVING REGARD TO Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-asset ("MiCAR");

HAVING REGARD TO Legislative Decree no. 129 of 5 September 2024;

HAVING REGARD to Legislative Decree no. 58 of 24 February 1998 ("Consolidated Law on Finance"), as subsequently amended and supplemented;

HAVING ESTABLISHED that, from checks on the web, it emerged that:

i. the Instagram profile of Mr Fabrizio Maria Corona ("Fabrizio Corona - @ fabriziocoronareal"), has, among other things, content related to the "Pure Adrenaline" initiative, which would include the "launch" of the "$CORONA memecoins";

ii. to subscribe the "Pure Adrenaline" initiative and purchase the "$CORONA memecoins", users are invited to subscribe to a specific Telegram Channel dedicated to "MEME COINS" (t.me/officialcoronamemes);

iii. the Telegram Channel dedicated to "$CORONA memecoins" includes several posts related to the launch of the "$CORONA" memecoins, the technical information to purchase it, with mention of the official domain of "$CORONA memecoin", which can be reached at the web address www.getcoronamemes.com;

iv. the website www.getcoronamemes.com - which is active and available in Italian - contains certain information relating to "$CORONA memecoin". In particular:

i. the "FAQ" section of the website www.getcoronamemes.com reads: "What is the $CORONA memecoin? CORONA is the only Official memetoken of Fabrizio Corona, symbol of a life of pure adrenaline. It is a digital token created with a purely goliardic and provocative purpose, designed for the community that appreciates memecoins and the pop culture associated with them. This memecoin was in fact inspired by the famous meme "Pure Adrenaline" by Fabrizio Corona. $CORONA is not a financial product, nor an investment opportunity. It is purely symbolic and entertaining by nature. Memecoins are extremely volatile, and their value can undergo significant fluctuations over the short term. [...]";

ii. with reference to the technical characteristics of the "$CORONA memecoin", the website www.getcoronamemes.com states that "The memecoin is based on Solana (SOL) [...]".

In addition, it specifies that the "$CORONA smart contract is: DzKG1ayhbB45PvzMJK1xZ7bDWSaHLbZ6Ah4bEBNwJQq6". The "Token Allocation" section of the same website www.getcoronamemes.com, specifies that the "$CORONA meme coin has a liquidity pool (LP) of 600,000,000 tokens (60% or supply) on Raydium v3 [...]";

iii. in the additional section of the domain in question dedicated to "How can I get Corona Meme?", it specifies that "$CORONA purchases can be made on Raydium by pasting the token’s smart contract: DzKG1ayhbB45PvzMJK1xZ7bDWSaHLbZ6Ah4bEBNwJQq6 [...] which identifies $CORONA, the official memecoin of Fabrizio Corona". The mention made above of the name of the "Raydium" platform contains an electronic link to the website of the same platform, where the "$CORONA memecoin" seems to have been tradable from 22 February;

HAVING ESTABLISHED that Mr Fabrizio Maria Corona has not provided any response to the requests for information sent to him by Consob;

HAVING ESTABLISHED that the activity found on the https://t.me/officialcoronamemes Telegram Channel and on the www.getcoronamemes.com website qualifies as an offer to the Italian public of crypto-assets (so-called "other than"), other than tokens linked to assets or electronic money tokens called "$CORONA memecoins";

HAVING REGARD to the fact that, according to the definition provided by Article 3 (1) (12) of the MiCAR, an "offer to the public" must be understood to mean "a communication addressed to persons, in any form and by any means, which presents sufficient information on the conditions of the offer and the crypto-assets offered so as to allow potential holders to decide whether to purchase such crypto-assets";

WHEREAS the elements of the public offer relevant for the purposes of this provision can be summarised as follows:

a) the circumstance that the activity refers to a crypto-asset other than tokens linked to assets (so-called ART- asset referenced token) or electronic money tokens (so-called EMT - e- money token);

b) the existence of a communication intended to persuade investors to purchase or subscribe to these crypto-assets and a description in uniform and standardised terms of the main details thereof;

c) the fact that the offering in question is directed towards Italian residents;

HAVING NOTED that, on the basis of the available information, the "$CORONA memecoins" have been issued in a broad series and are attributable to the (residual) category referred to in the MiCA Regulation of crypto-assets called "other than", that is, different from the aforementioned "tokens linked to assets" or "electronic money tokens";

CONSIDERING, therefore, that with regard to the satisfaction of the requirement referred to in letter a) the "$CORONA memecoins", which form the subject of the proposal transmitted through the Telegram Channel https://t.me/officialcoronamemes and thewww.getcoronamemes.com website, are attributable to the category of crypto-assets other than tokens linked to assets or electronic money tokens;

HAVING NOTED that the Telegram Channel https://t.me/officialcoronamemes and the www.getcoronamemes.com website contain information unequivocally aimed at promoting the purchase of said tokens by containing hyperlinks and operational instructions on the procedure to follow to make the purchase. Having regard to the representation of the offer in standardised and uniform terms, based on the information made public on the www.getcoronamemes.com website, the "$CORONA memcoins" are issued in a broad series, equal to a total of one billion pieces, according to uniform characteristics;

CONSIDERING, therefore, that the requirement set out under letter b) is also met;

HAVING NOTED, moreover, that there are elements that suggest that the offer in question is unequivocally directed at the public resident in Italy, because since the initiative is attributable to an Italian personality, resident in Italy and known to the Italian public. In addition, the social and web channels where the offer is conveyed are available in Italian;

CONSIDERING, therefore, that the requirement set out in letter c) is also met, since the offer in question is aimed at the public resident in Italy;

CONSIDERING, therefore, that the activity carried out by Mr Fabrizio Maria Corona also through the Telegram Channel https://t.me/officialcoronamemes and the website www.getcoronamemes.com has the characteristics of a public offering of crypto-assets other than tokens linked to assets or electronic money tokens as defined above;

HAVING REGARD TO the fact that Article 4 (1) of the MiCAR states that "A person shall not make an offer to the public in the Union of a crypto-asset other than an asset-linked token or an electronic money token unless that person: a) is a legal entity; b) has drawn up a crypto-asset White Paper in relation to that crypto-asset in accordance with Article 6; c) has provided the crypto-asset White Paper in accordance with Article 8; d) has published the crypto-asset White Paper in accordance with Article 9; […]";

HAVING NOTED that, in relation to the activity described, Consob received no notification of the prescribed white paper intended for publication in accordance with the provisions of the MiCA Regulation. Moreover, on the basis of the elements on file, there is no white paper available relating to the offer in question;

HAVING NOTED also that the information found online, in the absence of feedback from Mr Corona to the request for information from the undersigned, does not make it possible to consider any of the assumption referring to i) exemption from the obligation to draw up, notify and publish the white paper as well as of ii) the application’s exclusion from the provisions of the entire MICAR under title II;

WHEREAS, therefore, it has been ascertained that an offer to the public of crypto-assets other than tokens linked to assets or electronic money tokens has been made through the Telegram Channel https://t.me/officialcoronamemes and the website www.getcoronamemes.com in breach of the laws on this subject and that the offer to the public in question is still ongoing;

HAVING REGARD TO the provisions of Article 4(1) of Legislative Decree no. 129/2024 "In order to fulfil the duties provided for in Regulation (EU) 2023/1114, the delegated acts and technical standards for the regulation and implementation of the said regulation as well as this decree and its implementing provisions, the Bank of Italy and Consob, according to their respective areas of competence, have the powers provided for in Article 94(1) of Regulation (EU) 2023/1114";

HAVING REGARD to the fact that, pursuant to the provisions of Article 94(1)(u) of the MiCAR – entitled "Powers of competent authorities" – "where there is a reason to assume [...] that a person is providing crypto-asset [...] other than tokens linked to assets or electronic money tokens without having provided a crypto-asset white paper in accordance with Article 8" the competent authorities, in accordance with national law, shall have the power "to order the immediate cessation of the activity without prior warning or imposition of a deadline";

CONSIDERING it therefore necessary, in the light of the foregoing, to adopt this Resolution immediately for reasons of urgency;

RESOLVES:

To order the immediate cessation of the offer to the Italian public of crypto-assets, other than tokens linked to assets or electronic money tokens, called "$CORONA memecoins", carried out without having provided a White Paper on crypto-assets in accordance with Article 8 of the MiCAR and implemented through the Telegram Channel https://t.me/officialcoronamemes and the website www.getcoronamemes.com.

This Resolution shall be brought to the attention of the concerned parties and published in the Consob Bulletin.

This measure may be appealed before the Regional Administrative Court of Lazio within 60 days.

4 marzo 2025

THE CHAIRMAN
Paolo Savona