Crypto Task Force Written Input

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.

Date Written Input Topic(s) Key Points
Lilya Tessler and Sonia Barros, Sidley Austin LLP, on behalf of The Digital Chamber

Public Offerings of Investment Contracts and Related Disclosure 		Public Offerings, RFI Responses, Security Status
  • The SEC should issue targeted relief for public offerings of investment contracts involving Tokens, including guidelines for material information disclosure.
  • Investment contracts are not equity securities and require bespoke disclosures distinct from traditional equity securities.
  • Tailored disclosure requirements should be developed for investment contracts involving Tokens, with disclosures made at the time of the offering and updated as necessary.
Blockchain Association

Written Input Regarding Investment Adviser Custody-Related Topics 		Custody, RFI Responses, Security Status, Tokenization, Trading
  • The Blockchain Association (BA) recommends that the SEC amend the RIA Custody Rule to allow registered investment advisers (RIAs) to choose between self-custody and third-party custody of crypto assets, subject to appropriate safeguards.
  • BA suggests expanding the definition of "qualified custodians" to include state-registered trust companies, state banks, and other appropriately registered crypto asset-native custodians.
  • BA advocates for a principles-based approach to crypto asset custody, allowing RIAs to leverage technological advances and adopt tailored safeguards for client assets based on specific custody practices and circumstances.
The Digital Chamber

Re: Crypto Custody under the Investment Company Act of 1940 		Crypto ETPs, Custody, RFI Responses, Security Status, Trading
  • The Commission should provide guidance that state-chartered trust companies and similar institutions qualify as "banks" for purposes of Section 17(f) of the Investment Company Act of 1940.
  • The definition of "custody" under the 1940 Act with respect to crypto assets should mean possession of the private keys associated with such assets.
  • The Commission should propose a custody rule specifically tailored to the unique characteristics of crypto assets, including the use of multi-signature wallets and cold storage solutions.
     
Matthew B. Comstock, Willkie Farr & Gallagher LLP

RE: Special Purpose Broker-Dealers and Financial Responsibility Matters 		Custody, RFI Responses, Safe Harbor, Security Status, Trading
  • The Digital Chamber (TDC) requests the SEC to issue permanent guidance and amend existing rules to clarify how Special Purpose Broker-Dealers (SPBDs) and other broker-dealers may custody crypto asset securities and non-security crypto assets.
  • TDC advocates for a technology-neutral, principles-based approach to broker-dealer custody of crypto asset securities, ensuring exclusive control over such assets through various methods, including key sharding and multi-signature wallets.
  • TDC requests the SEC to confirm that all broker-dealers, including SPBDs, may custody non-security crypto assets and facilitate trading in both crypto asset securities and traditionally represented securities.
Crowdfunding Professional Association

Comment Letter Re: Public Offerings of Digital Assets (Questions 7–9) Submitted in Response to Commissioner Peirce’s Statement “There Must Be Some Way Out of Here” 		Public Offerings, RFI Responses, Security Status, Tokenization, Trading
  • The Commission should prioritize disclosure-based solutions over creating new regulatory silos for digital assets, specifically through tailored guidance or interpretive relief under Reg CF and Reg A.
  • Tailored disclosures are essential for meaningful investor protection in crypto asset offerings, and should be required across all exemptions and registrations, including protocol-level details, token characteristics, governance, and liquidity.
  • Regulation A remains underutilized by token issuers, and practical barriers such as uncertainty around eligible crypto assets, conflicting accounting requirements, and delays in qualification timelines need to be addressed.
Securities Industry and Financial Markets Association (SIFMA)

RE: Request for Comment on There Must Be Some Way Out of Here 		Custody, Public Offerings, RFI Responses, Security Status, Tokenization, Trading
  • Issuer disclosures under the 1933 and 1934 Acts should be extended to new categories of securities transactions, including digital assets.
  • The separation of functions and limits on vertical integration must be maintained to ensure investor protection and fair and orderly markets.
  • Direct retail issuance of SEC-regulated products should not be permitted.
Ethena Labs, S.A.

Re: Response To Crypto Task Force Request For Comment 		Custody, Regulatory Sandbox, RFI Responses, Security Status, Tokenization
  • Ethena Labs argues that synthetic dollars, like other stable value tokens, should not be regulated as securities, as they are designed for transactional and consumptive purposes rather than speculative or investment-oriented uses.
  • The submission highlights that the SEC's Statement on Stablecoins does not apply to synthetic dollars like USDe, which are backed by cryptocurrencies and delta-neutral hedging strategies rather than fiat currencies.
  • Ethena Labs recommends that the SEC provide clear guidance recognizing that stable value tokens, including synthetic dollars, are not securities and should be regulated under a consumer protection regime.
Nilmini Rubin, Hedera

Subject: Comments on the SEC Crypto Task Force’s Questions Concerning Safe Harbor from Registration 		RFI Responses, Safe Harbor, Security Status, Tokenization
  • The Hedera Council supports the establishment of a token safe harbor to provide regulatory certainty and transparency for new and existing companies in the digital asset industry.
  • The Council suggests modifying the definition of Network Maturity to include decentralized governance coordinated through a legal entity, termed as a "Decentralized Wrapper," to protect participants from general liability.
  • The Council advocates for retroactive availability of the safe harbor contingent upon full compliance with disclosure requirements to enhance market transparency and investor protection.
Rebecca Kacaba, DealMaker

Re: Securities and Exchange Commission’s (“SEC” or “Commission”) Crypto Task Force (the “Task Force”) Invitation For Public Commentary Regarding Public Offerings Of Crypto Assets, Safe Harbor From Registration and Tokenization 		Public Offerings, RFI Responses, Safe Harbor, Tokenization, Trading
  • DealMaker emphasizes that Regulation A provides a strong foundation for crypto asset offerings and suggests removing the $75 million cap to better accommodate high-growth, capital-intensive sectors.
  • The letter advocates for adaptable disclosure requirements tailored to crypto assets, focusing on risk and ongoing managerial efforts to enhance investor protection.
  • DealMaker supports clear guidance on secondary market trading for tokenized assets, including federal preemption of state law compliance for secondary trading through registered systems.
Patrick Kirby, Crypto Council for Innovation

RE: Comments on the SEC Crypto Task Force’s Questions Concerning the Security Status of Crypto Assets 		RFI Responses, Safe Harbor, Security Status, Tokenization, Trading
  • The Crypto Council for Innovation (CCI) emphasizes the need for comprehensive legislation for digital assets and blockchain technology to provide clarity, allow for responsible innovation, and protect investors.
  • CCI proposes a regulatory taxonomy for crypto assets based on control, financial returns, and standardization, suggesting that many crypto assets do not implicate securities laws and should not be regulated under them.
  • CCI highlights the importance of recognizing the transformative potential of crypto in improving and empowering the lives of global consumers and encourages collaborative engagement between regulators and the industry.