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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.
GUARDD urges the SEC to use its exemptive authority under Section 36 of the Exchange Act to formally recognize "Qualified Disclosure Publishers" (QDPs), enabling compliant secondary trading of exempt and tokenized securities without requiring full Exchange Act reporting.
The proposal includes a request for federal preemption of inconsistent state Manual Exemption provisions, aiming to streamline secondary trading across jurisdictions while preserving states’ anti-fraud enforcement powers.
GUARDD recommends that QDPs be required to publish token-specific data (e.g., contract address, blockchain network, transfer restrictions, audit status) alongside Rule 15c2-11(b) disclosures to support on-chain secondary trading on regulated venues.
The document proposes IP Bonds and IP CDOs as structured financial instruments backed by intellectual property, enabling their use as collateral in debt markets and aligning with international financial standards such as IAS 38/IFRS.
It calls for formal recognition of IP Bonds within existing financial frameworks (e.g., ISDA, ICMA, SIFMA), including their eligibility for repo markets, post-trade transparency, and ESG classification under ICMA principles.
The Eurasian Standard of IP Valuation is positioned as a global benchmark, with requests for WIPO endorsement, interagency working groups, and amendments to IFRS to support on-chain IP valuation and prevent regulatory fragmentation.
The SEC should not grant broad exemptive relief from the statutory definitions of “exchange” and “broker-dealer” for DeFi trading protocols, as doing so would undermine investor protections and create a dual regulatory regime for the same securities.
Many DeFi trading protocols and associated participants (e.g., developers, wallet providers, AMMs) meet the legal definitions of “exchange” or “broker-dealer” and should be regulated accordingly under existing securities laws.
The SEC should pursue a notice-and-comment rulemaking process to evaluate tokenization initiatives, ensuring that any regulatory changes preserve core investor protections and apply equally to tokenized and traditional equities.
Crypto Lending, Custody, Safe Harbor, Security Status
DeFi credit protocols that are non-custodial, over-collateralized, governed by open-source code, and not used for capital raising do not constitute investment contracts under Howey or notes under Reves, and thus fall outside federal securities laws.
DeFi lending transactions lack the essential hallmarks of securities: there is no common enterprise, no reliance on managerial efforts of others, and the transaction is a loan with expectation of interest, not profits.
DeFi lending protocols operate as automated, non-custodial systems facilitating credit intermediation, not capital formation, and forcing them into securities regulation would be a category error with negative consequences for innovation.
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.
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.
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.
Proposes the creation of a Federal Reserve HBAR Reserve & Lending Facility (HRLF), enabling HBAR-denominated loans for infrastructure, energy, and housing, with repayment terms and custody hardened under a Post-Quantum Financial Infrastructure Framework (PQFIF).
Assigns the SEC responsibility for monitoring issuance, custody, and lending structures involving HBAR, ensuring regulatory compliance within a post-blockchain framework.
Advocates for a national program (“HBAR in American Homes”) encouraging U.S. households to accumulate HBAR as a pro-dollar collateral layer, aiming to decentralize supply and reinforce U.S. monetary sovereignty.
