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Please find written input submissions to the Crypto Task Force below. The written input is posted without modification. We hope sharing the submissions will help encourage productive dialogue and continued engagement. Please note that the “Key Points” and “Topics” are AI generated. AI can make mistakes, and the Key Points and Topics are not a replacement for you reading the submissions. The Crypto Task Force has not reviewed these AI-generated summaries for accuracy or completeness. If you believe a Key Point or Topic is inaccurate, please email the Crypto Task Force at crypto@sec.gov. The written input provided to the SEC and posted on this page does not necessarily reflect the views of the Crypto Task Force or others in the U.S. Securities and Exchange Commission.
Wintermute urges the SEC to clarify that broker-dealers using on-chain settlement for tokenized securities—without holding customer assets—qualify for the Customer Protection Rule’s (Rule 15c3-3) paragraph (k)(2)(i) exemption.
The firm recommends that proprietary traders and liquidity providers on DeFi protocols should not be classified as “dealers” under the Exchange Act if they do not engage in customer-facing activities or market intermediation.
Wintermute proposes that broker-dealers be allowed to apply a 20% net capital haircut to non-security crypto assets with a “ready market,” determined by objective criteria such as trading volume and liquidity across centralized and decentralized platforms.
Receipt-based cryptography is proposed as a solution to evidentiary gaps in current compliance regimes, enabling verifiable proof of non-events (e.g., no unauthorized access or wash trades).
The memo advocates for regulatory recognition of cryptographic proof-of-absence receipts as valid artifacts in SEC examinations and enforcement actions.
It recommends the SEC invite pilot submissions from market participants to demonstrate these cryptographic receipts in real-world compliance workflows (e.g., custody, trade surveillance).
Charles Thomas - Proving What Didn’t Happen - SSRN Comprehensive Paper
Evidentiary compliance introduces cryptographic receipts (e.g., EIV, CSTP, RMT/AVCR) that provide verifiable proof of non-events, addressing legal demands to demonstrate that prohibited actions or access did not occur.
The framework shifts compliance from procedural attestations to cryptographic evidence, enabling organizations to withstand adversarial scrutiny and regulatory audits by proving both actions and their absence.
Lifecycle and relational receipts allow reconciliation of conflicting legal mandates (e.g., GDPR deletion vs. SEC retention) by proving data was both deleted for one purpose and inaccessible for another, satisfying dual regulatory obligations.
Dmytro Lyushenko and Oleksandr Tuholukov, NOTA LLC and NOTA Digital Currencies Research Center Inc.
The SEC should require qualified custodians of digital assets to adopt formal, written succession policies addressing death or incapacity of asset holders, including evidentiary standards, asset transfer procedures, and safeguards against unauthorized claims.
The SEC should define and regulate “digital vault” architectures as a distinct custody category, emphasizing cryptographic security, role separation, auditability, and integration with legal instruments like wills and court orders.
Issuers of Real-World Asset (RWA) tokens should be required to provide granular, machine-readable disclosures on asset linkage mechanisms, redemption rights, and potential systemic impacts on underlying markets.
Computershare advocates that listed issuers should retain discretion to issue tokenized securities directly, ensuring legal ownership is recorded on the Master Securityholder File (MSF), thereby preserving investor rights and issuer control.
The SEC should mandate that third-party tokenized securities be assigned distinct ISINs and stock codes, with clear disclosures to prevent investor confusion and to distinguish them from issuer-sponsored tokenized securities (ISTs).
Computershare recommends that updates to transfer agent rules remain technology- and format-neutral, avoiding references to specific technologies like blockchain, while still enabling secure and efficient tokenized securities processing under existing regulatory frameworks.
Crypto Lending, Custody, Safe Harbor, Security Status
DeFi credit protocols that are non-custodial, over-collateralized, governed by open-source code, and not used for capital raising do not constitute investment contracts under Howey or notes under Reves, and thus fall outside federal securities laws.
DeFi lending transactions lack the essential hallmarks of securities: there is no common enterprise, no reliance on managerial efforts of others, and the transaction is a loan with expectation of interest, not profits.
DeFi lending protocols operate as automated, non-custodial systems facilitating credit intermediation, not capital formation, and forcing them into securities regulation would be a category error with negative consequences for innovation.
The SEC should adopt a technology-neutral approach to regulating crypto assets, extending existing staff positions, no-action relief, and interpretative guidance applicable to non-tokenized funds to tokenized funds as well.
The SEC should clarify and update regulations regarding the custody of crypto assets, including eligibility of custodians and self-custody arrangements under Section 17(f) of the Investment Company Act of 1940.
Any new regulations should be principles-based, not prescriptive, and should avoid imposing unnecessary compliance burdens, especially on smaller entities and market entrants.
The document recommends that custody of digital assets in decentralized markets should be regulated differently from traditional markets, emphasizing technology-neutral standards, robust cryptographic key management, and operational resilience, with tailored requirements for multi-signature, MPC custody, and self-custody arrangements.
The framework treats tokenization as an operational change, not a change in legal categorization, and urges regulators to adapt existing risk categories for tokenized securities, focusing on transparency, operational integrity, and dispute resolution regardless of ledger type.
Regulations should permit temporary commingling of customer assets for operational reasons (e.g., settlement, forks), but require prompt disaggregation, robust internal controls, audit trails, and prohibit rehypothecation except with explicit customer consent.
Charlie Uchill, CERES Coin, LLC - CERES Whitepaper Sep 2025
The GENIUS Act (signed July 18, 2025) provides a statutory definition of "payment stablecoins" and explicitly excludes securities issued by SEC-registered investment companies under Section 8(a) of the Investment Company Act of 1940, allowing CERES Coin to operate as a compliant security and not as a payment stablecoin.
CERES Coin is SEC-registered and patent-protected, enabling unrestricted peer-to-peer transfers and yield generation, while remaining outside the scope of securities laws applicable to non-yield-bearing, 1:1 USD-backed stablecoins, as clarified by the SEC’s April 4, 2025 Statement on Stablecoins.
CERES Coin’s structure and SDVOSB certification (Service-Disabled Veteran-Owned Small Business) enhance eligibility for federal and state set-aside contracts, aligning with government-focused missions and compliance with federal procurement regulations.
Securitize’s issuer-sponsored tokenization model ensures that tokenized public equities are issued directly by the issuer, conferring the same legal rights (voting, dividends, corporate actions) as traditional securities, with all investors KYC-verified and transfers governed by smart contracts for compliance.
Wrapped token and derivative models introduce additional counterparty risk, lack equivalent ownership rights, and often fail to meet KYC/AML and transfer restriction requirements, raising significant regulatory concerns and potential for non-compliance with U.S. securities laws.
Securitize’s model operates fully within existing securities regulations and does not seek exemptions, contrasting with other models that may rely on regulatory arbitrage or require exemptive relief, and advocates for modernization of certain rules to accommodate blockchain solutions.
