The U.S. Securities and Exchange Commission is approaching the close of its public comment period on proposed Regulation Crypto Assets, a framework that would create exemptions for certain digital-asset offerings and set conditions for issuers seeking a more defined route into the U.S. market. More than 100 comments had been filed ahead of Tuesday’s deadline, with crypto policy groups and established financial trade bodies pressing the agency to revise rules on airdrops, disclosures, legal rights, and compliance obligations.
The proposal includes a “startup exemption” for eligible offerings of up to $5 million and a separate “fundraising exemption” covering offerings of up to $75 million over a one-year period. Both routes are intended to exempt qualifying digital-asset offerings from parts of securities law that apply to fully registered offerings, though issuers would need to meet the rule’s conditions.
The volume and range of responses show that the debate has moved beyond whether digital assets should have a tailored regulatory pathway. The sharper dispute concerns how much legal certainty issuers, platforms, fund managers, and token holders would receive once they enter that pathway.
Airdrops and safe-harbor limits draw crypto industry scrutiny
The Hyperliquid Policy Center used its submission to press the SEC for a clearer treatment of airdrops, the distribution of tokens to users without a conventional sale. The group asked the commission to state that an airdrop in which recipients provide nothing in exchange does not involve an investment of money and therefore should not be treated as a securities transaction.
That request addresses one of the industry’s most persistent legal questions. Token distributions can serve different purposes, ranging from rewarding early users to decentralizing governance or promoting a new network. Without more precise language, projects may face uncertainty over whether a distribution designed to avoid a sale could later be assessed under securities-law standards.
The Hyperliquid Policy Center also argued that the proposal’s safe harbor is too narrow. Its submission focused on a certification requirement that the group said many projects would be unable to make, potentially limiting access to the exemption even for teams attempting to comply with its broader disclosure and operational requirements.
A safe harbor generally offers protection from certain legal consequences if participants meet specified conditions. In the digital-asset setting, its practical value depends heavily on whether projects can determine in advance that they qualify. A framework that demands certifications issuers cannot reasonably provide could leave smaller teams facing the same legal uncertainty the exemption is meant to reduce.
Asset rights remain a central disclosure issue
The Alternative Investment Management Association, which represents alternative asset managers, focused on the quality and structure of required disclosures. Its letter called on the SEC to require clearer distinctions between a token’s utility or economic exposure and more traditional legal rights such as ownership, redemption claims, cash-flow entitlements, or contractual rights.
That distinction could shape how purchasers assess tokenized products. A digital asset may offer access to a network, voting functions, or exposure to an underlying reference asset without giving its holder a claim on company revenue, reserves, or redemption proceeds. Placing those features in separate and clearly labeled categories could reduce the risk that promotional descriptions blur economic exposure with enforceable rights.
The association also requested tailored event-reporting rules and clearer treatment of information described as genuinely unavailable. The issue is particularly relevant for early-stage projects, where full operating histories, audited financial records, or settled governance arrangements may not exist. The SEC will need to balance that reality against the need for disclosures that allow market participants to identify material risks.
Tokenized stock experiment raises separate market-structure questions
The comment period arrives after the SEC’s innovation exemption took effect in September, allowing onchain trading of tokenized stocks under a time-limited framework. The exemption runs for five years and excludes certain tokenized securities venues from the definition of an exchange. It also excludes specified liquidity providers from the dealer definition when they trade stocks or supply liquidity through automated market makers, including smart contracts.
The arrangement gives regulated experimentation a defined window while preserving the SEC’s ability to reassess the market structure before adopting a permanent regime. Tokenized stocks can be traded and settled using blockchain-based systems, but they also raise familiar securities-market questions over custody, liquidity, market integrity, disclosure, and the rights attached to the underlying shares.
The Securities Industry and Financial Markets Association asked the SEC on Monday to revise the way entities opt into the exemption and to provide stronger treatment of trader protection. The group argued that the five-year duration makes initial design choices especially consequential because business practices could become established before a permanent rulebook is in place.
Its intervention illustrates a divide likely to shape the SEC’s next steps: firms want room to test blockchain-based trading systems, while established market participants want safeguards that prevent temporary exemptions from creating poorly defined standards for securities markets.
CFTC work expands to perpetual futures
Separate policy work at the Commodity Futures Trading Commission is extending the federal discussion beyond spot tokens and tokenized securities. The CFTC approved the first perpetual futures products for Kalshi and Coinbase in August, allowing the contracts to trade in the United States for the first time, according to the supplied materials.
Perpetual futures are derivatives without a fixed expiry date. They are common in offshore crypto markets, where traders use them to take long or short positions that can remain open indefinitely, subject to margin requirements and periodic funding payments.
Following the approval, some market participants have advocated for perpetual contracts tied to U.S. oil and, more recently, computing capacity. The Hyperliquid Policy Center urged the CFTC in a Tuesday post to permit those products domestically, arguing that compute-linked contracts could support price discovery around spending on chips, artificial-intelligence data centers, and networking equipment.
The SEC’s proposed exemptions and the CFTC’s work on perpetual contracts point to a regulatory approach centered on bounded experimentation rather than blanket accommodation. The rules taking shape would give digital-asset businesses more defined routes to operate in U.S. markets, while placing greater weight on the terms of disclosure, eligibility, trading safeguards, and legal rights that accompany those routes.
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