Oct. 16, 2026
To the Secretary:
Sereel Technologies, Inc. ("Sereel") welcomes the Commission's proposal to modernize the transfer agent rules. This is our second comment submitted on October 16, 2026. Sereel builds infrastructure for issuer-sponsored tokenized securities, in which a permissioned token contract serves as the register of ownership. We are preparing to register as a transfer agent in the United States and are seeking authorization to operate a blockchain-based securities depository in Rwanda. Sereel is a CMTA Recognized Expert and Technology Service Provider for tokenized securities standards.
1. We support permitting a blockchain as the master securityholder file. Allowing a transfer agent to use a blockchain as its master securityholder file, or a component of it, removes the need to maintain parallel records that must be reconciled. The proposal's technology-neutral approach, which permits but does not mandate this use, is the right one.
2. The rules should permit linking wallet addresses to off-chain holder records. The Commission asks whether a transfer agent may associate a wallet address and quantity held with off-chain records of the holder's name and address, so that an on-chain transfer updates the master securityholder file. We recommend that the final rule expressly permit this. In our architecture, a token can move only to wallets the transfer agent has verified and approved. Each approved wallet maps to an off-chain record of the holder's identity. An on-chain transfer between approved wallets therefore updates both the quantity held and the identity of the registered holder at the same moment. Keeping personal data off-chain also lets the transfer agent correct or delete it as privacy laws require, while the ownership record itself stays immutable. Novel technologies such as zero knowledge proofs enable assurance of compliance while maintaining compliance, as stated by Commissioner Pierce.
3. "Exclusive control" should be defined by function, not by who operates the network. A transfer agent may not operate the public blockchain on which a token is recorded. We recommend that a transfer agent be treated as having exclusive control of the master securityholder file when four conditions hold: (a) only the transfer agent can authorize issuance, cancellation, and corrective transfers, using keys held in a hardware security module or comparable control; (b) transfer restrictions are enforced by the token itself, so no transfer to an unapproved wallet can settle; (c) the transfer agent can freeze positions and reissue them following a loss of keys, a court order, or a network failure; and (d) the transfer agent maintains an off-chain copy of the register, reconciled to the blockchain at least daily. These conditions give the transfer agent the authority over the record that the rule intends, without limiting tokenized securities to private networks.
4. Records on an immutable ledger should satisfy retention requirements. We support treating ownership records kept on an immutable blockchain as satisfying the proposed retention period, provided the transfer agent can produce them for examination. Where records cannot be deleted, the rule should rely on keeping personal data off-chain rather than requiring deletion of on-chain entries.
We would be glad to provide technical detail or meet with the Division of Trading and Markets as the Commission considers these comments.
Respectfully submitted,
Lance Davis
CEO | Sereel Technologies, Inc.
10735 S Western Ave Ste 6 #183 Chicago, IL 60643