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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.
SIFMA urges the SEC to reject requests for immediate no-action or exemptive relief for tokenized equities and other digital assets, advocating for a more substantive notice and comment process instead.
SIFMA emphasizes the importance of retaining investor protections provided under federal securities laws, particularly when considering new forms of technology and trading platforms.
SIFMA highlights the need for public debate on policy questions related to the trading of tokenized NMS securities, including the application of Regulation NMS and the potential impact on market transparency and liquidity.
Jonathan Schmalfeld, Daniel McAvoy, and Stephen Rutenberg, Polsinelli PC
The letter urges the SEC to clarify that tokenizing or creating a cryptographically authenticated digital representation of an asset does not convert a non-securities transaction into a securities transaction.
TDC recommends that the SEC issue formal guidance and commence rulemaking to exempt bona fide consumer sales of goods and services (including NFTs) from securities laws where no profit or equity interest is offered and there is no contractual obligation for repayment.
TDC suggests that the SEC provide formal guidance on the application of securities laws to stablecoins and wrapped tokens, ensuring that these digital assets are not unnecessarily classified as securities or investment contracts.
Lilya Tessler and Sonia Barros, Sidley Austin LLP, on behalf of The Digital Chamber
The SEC should issue targeted relief for public offerings of investment contracts involving Tokens, including guidelines for material information disclosure.
Investment contracts are not equity securities and require bespoke disclosures distinct from traditional equity securities.
Tailored disclosure requirements should be developed for investment contracts involving Tokens, with disclosures made at the time of the offering and updated as necessary.
The Blockchain Association (BA) recommends that the SEC amend the RIA Custody Rule to allow registered investment advisers (RIAs) to choose between self-custody and third-party custody of crypto assets, subject to appropriate safeguards.
BA suggests expanding the definition of "qualified custodians" to include state-registered trust companies, state banks, and other appropriately registered crypto asset-native custodians.
BA advocates for a principles-based approach to crypto asset custody, allowing RIAs to leverage technological advances and adopt tailored safeguards for client assets based on specific custody practices and circumstances.
The Commission should provide guidance that state-chartered trust companies and similar institutions qualify as "banks" for purposes of Section 17(f) of the Investment Company Act of 1940.
The definition of "custody" under the 1940 Act with respect to crypto assets should mean possession of the private keys associated with such assets.
The Commission should propose a custody rule specifically tailored to the unique characteristics of crypto assets, including the use of multi-signature wallets and cold storage solutions.
The Digital Chamber (TDC) requests the SEC to issue permanent guidance and amend existing rules to clarify how Special Purpose Broker-Dealers (SPBDs) and other broker-dealers may custody crypto asset securities and non-security crypto assets.
TDC advocates for a technology-neutral, principles-based approach to broker-dealer custody of crypto asset securities, ensuring exclusive control over such assets through various methods, including key sharding and multi-signature wallets.
TDC requests the SEC to confirm that all broker-dealers, including SPBDs, may custody non-security crypto assets and facilitate trading in both crypto asset securities and traditionally represented securities.
Public Offerings, RFI Responses, Security Status, Tokenization, Trading
The Commission should prioritize disclosure-based solutions over creating new regulatory silos for digital assets, specifically through tailored guidance or interpretive relief under Reg CF and Reg A.
Tailored disclosures are essential for meaningful investor protection in crypto asset offerings, and should be required across all exemptions and registrations, including protocol-level details, token characteristics, governance, and liquidity.
Regulation A remains underutilized by token issuers, and practical barriers such as uncertainty around eligible crypto assets, conflicting accounting requirements, and delays in qualification timelines need to be addressed.
Securities Industry and Financial Markets Association (SIFMA)
Ethena Labs argues that synthetic dollars, like other stable value tokens, should not be regulated as securities, as they are designed for transactional and consumptive purposes rather than speculative or investment-oriented uses.
The submission highlights that the SEC's Statement on Stablecoins does not apply to synthetic dollars like USDe, which are backed by cryptocurrencies and delta-neutral hedging strategies rather than fiat currencies.
Ethena Labs recommends that the SEC provide clear guidance recognizing that stable value tokens, including synthetic dollars, are not securities and should be regulated under a consumer protection regime.
The Hedera Council supports the establishment of a token safe harbor to provide regulatory certainty and transparency for new and existing companies in the digital asset industry.
The Council suggests modifying the definition of Network Maturity to include decentralized governance coordinated through a legal entity, termed as a "Decentralized Wrapper," to protect participants from general liability.
The Council advocates for retroactive availability of the safe harbor contingent upon full compliance with disclosure requirements to enhance market transparency and investor protection.
