Oct. 27, 2026
Dear Secretary: I am a fintech founder currently designing a consumer financial platform, and I write as a builder deciding which architecture your proposal makes viable. My design work has converged on one decisive variable - who holds the keys - and I offer four points from that vantage. 1. Keep the startup exemption. The $5 million over four years, with no financial-statement requirement, is the difference between building in the United States and building elsewhere for early-stage teams. It is the single most founder-relevant provision in the release. Keep it; consider indexing the cap. 2. Let custody define the safe harbor, not formalities. Non-custodial (the customer holds the private keys; execution on-chain, with evidence) and custodial (assets on the platform's books) are not configuration settings - they are different regulatory products. The final rule should say so plainly: where the customer holds the private keys or execution is on-chain, with custody evidence, the asset should be treated as delivered and the covered-investment-contract analysis should end there. I am choosing my custody model before writing code precisely because this line is the cheapest decision point. Founders should not have to guess at it. 3. Harmonize "actual delivery" with the CFTC. The Commission's sister agency is simultaneously defining actual delivery under CTX/CAM (comments due December 14, 2026). Two conflicting definitions of the same physical facts - keys in the customer's hands - would force founders to design to the stricter of two agencies. Please coordinate the definitions. 4. Clarify the treatment of non-custodial intermediaries. Analysis of the proposal notes that intermediaries transacting in covered investment contracts - exchanges, brokers, dealers - do not get the issuer-side pathways, and that Rule 500 excludes dealers from the secondary-market preemption provision. For a non-custodial routing platform that never holds customer assets, the dealer question is the whole ballgame. The final rule should clarify how non-custodial intermediaries are treated, because the fungibility problem - being unable to tell an asset's status from its issuance history - falls hardest on them. Respectfully submitted,