Subject: File No. S7-02-22
From: Larry Pruss
Affiliation: SVP, Practice Lead, Crypto Advisory Services

January 28, 2022

I am opposed to the SEC's new securities exchange / ATS amendment proposal would overrule previous no-action guidance as it relates to many digital assets. It does not make express reference to blockchain, Decentralized Finance (DeFi), automatic market-making protocols, etc., but is very likely to use its expanded definitions of securities exchange to bolster the SECs arguments that AMMs constitute securities exchanges. Digital Assets and DeFi represent a great opportunity for the United States to lead the world in development and an opportunity to provide more efficient financial services to Americans left out of participating in current markets. This rule as proposed would stymie development in the Digital Asset space and reduce the United States' competitiveness on the world stage.