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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.
The letter urges the SEC to disclaim or clarify its BarnBridge DAO conclusions, arguing that smart‑contract pools—being software rather than legal persons—cannot “issue,” “sell,” or manage assets as required to qualify as investment companies under the Investment Company Act.
It requests clarification of what, if any, “securities” existed in BarnBridge, noting the order’s lack of analysis identifying which assets in the pools—including stablecoins and third‑party LP tokens—could lawfully be treated as “investment securities.”
It asks the SEC to confirm that EtherDelta is limited to its facts, emphasizing that its conclusions depended on Coburn’s unilateral control and do not apply to decentralized protocols lacking centralized custody, discretion, or governance authority.
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.
Charlie Uchill, CERES Coin, LLC - Ceres Coin Yield Stripping
The yield-stripped derivative securities (SNAP Yield-Stripped Shares) are structured as a separate class of shares in a registered money market fund (MMF), qualifying as securities under the Investment Company Act of 1940 and explicitly excluded from the payment stablecoin definition under the GENIUS Act.
The structure leverages SEC Rule 18f-3 for multi-class funds and Rule 18f-4 for derivatives, ensuring compliance by allocating income via class-specific fees that absorb yield, maintaining $1 NAV stability and avoiding classification as a payment stablecoin or triggering OCC/PPSI requirements.
Implementation requires amending MMF registration, SEC filings, and board-approved allocation methods, with ongoing legal review and potential SEC no-action relief to justify class-specific fees as bona fide for services such as blockchain administration and fraud detection.
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.
Public Offerings, Security Status, Tokenization, Trading
The letter emphasizes that digital asset markets involve transactions between spot commodities and securities, necessitating a novel regulatory framework distinct from traditional finance.
CoinRoutes warns that imposing traditional market regulations (e.g., tick size, fee caps) on crypto markets could increase trading costs and reduce competitiveness, potentially pushing liquidity to less regulated international venues.
Effective monitoring of manipulative behaviors like momentum ignition requires integrated surveillance across both spot and derivative crypto markets—something not currently achieved in traditional equity markets.
Epistria, LLC - When Digital Evidence of “Nothing Happened” Isn’t Good Enough
Courts lack clear standards for evaluating digital evidence that purports to prove a negative (e.g., no access, no transaction), making such evidence vulnerable to challenge and potentially unreliable in litigation.
As cryptographically generated “negative receipts” emerge, courts will need to assess them using technology-neutral criteria like authenticity, integrity, and chain of custody—while also developing new standards specific to negative proofs.
Portable digital artifacts proving non-occurrence may be discoverable, raising concerns about privilege waiver and confidentiality, especially when such artifacts reveal internal systems or were not created under legal direction.
Private blockchains operated by companies should be governed by internal corporate structures (e.g., boards), ensuring accountability and operational continuity.
Coins used within private blockchains for governance and utility purposes should not be classified as securities if not offered to institutional investors or traded on public exchanges.
Transparent transaction visibility on private blockchains can reduce the need for external regulatory oversight while maintaining stakeholder trust.
NSCP urges the SEC to provide clear, objective criteria for determining whether a digital asset is a security or commodity, warning that current reliance on subjective “facts and circumstances” tests places undue interpretive burdens on compliance officers.
NSCP requests detailed guidance on how SEC-registered investment advisers can comply with Custody Rule 206(4)-2 when using digital asset custodians, particularly regarding the use of omnibus accounts, self-custody, and multi-party computation (MPC) key management.
NSCP emphasizes the need for coordinated rulemaking between the SEC, CFTC, and other regulators to avoid duplicative or conflicting compliance obligations, especially as Congress considers legislation that may assign overlapping jurisdiction.
