SEC Chair Atkins: Four Categories of Crypto Assets Are Not Securities, Ending a Decade of Regulatory Uncertainty
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SEC Chair Atkins: Four Categories of Crypto Assets Are Not Securities, Ending a Decade of Regulatory Uncertainty
Atkins proposed three compliant fundraising pathways, opening a truly viable institutional door for entrepreneurs.
Navigating Web3 tides with focused insightsAuthor: Paul Atkins, SEC
Translated and edited by TechFlow
TechFlow Intro: This is one of the most important speeches in the history of U.S. crypto regulation. SEC Chair Atkins formally announced that four categories of assets—digital commodities, digital collectibles, digital tools, and payment stablecoins—are excluded from securities law. The foundational legal debate over whether crypto assets constitute securities—a dispute spanning a decade—has now concluded. More importantly, he proposed three compliant fundraising pathways, opening a truly viable regulatory door for entrepreneurs.
Full Text Below:
Good afternoon, ladies and gentlemen. Thank you, Chairman Selig, for your insightful remarks.
Today, I am honored to discuss an issue at the intersection of American innovation, capital formation, and core principles of securities law. Before proceeding, I must clarify that the views expressed here reflect my personal position as Chair and do not represent those of the SEC as an institution or of other Commissioners.
For more than a decade, market participants have operated without clear guidance on a fundamental question: When do crypto assets fall within the scope of federal securities laws?
Today, I am pleased to announce that the SEC’s longstanding failure to provide clarity on this question has officially ended. At this very moment, the Commission is implementing a token classification framework and an interpretive release on investment contracts.
Our interpretation—which rests on existing law and incorporates extensive public input—establishes four categories of assets that are not deemed securities: digital commodities, digital collectibles, digital tools, and payment stablecoins under the GENIUS Act.
With these classifications, the interpretive release then clarifies that only one category of crypto asset remains subject to securities law: digital securities—that is, traditional securities represented in tokenized form. This distinction realigns the Commission with its core mission: protecting investors participating in securities transactions.
Of course, even if a crypto asset itself is not a security, it may still be subject to federal securities laws if it forms part of an investment contract in a particular offering or sale. That is why it is even more critical that our interpretive release clarifies how an investment contract terminates—thereby freeing the associated crypto asset from SEC jurisdiction. One of the core principles articulated in our release is that project teams must clearly disclose their statements or promises so investors understand the bundle of rights they are purchasing.
We specify that statements or promises capable of creating reliance under the Howey test must be stated explicitly and unambiguously regarding the core managerial efforts the project team intends to undertake.
This interpretive release provides long-awaited clarity—but I also want to assure you that today’s announcement marks a beginning, not an end. Later, I will outline how the SEC and CFTC plan to collaborate in implementing this interpretation.
Before that, I would like to introduce the broader framework we are building. I also wish to extend special thanks to a colleague whose contributions to today’s discussion have been profound: Commissioner Hester Peirce.
For years, Commissioner Peirce has been a principled voice—sometimes a solitary one—calling for regulatory clarity in the crypto asset space. The proposal I will present today—the “Crypto Asset Regulation” framework—traces directly to her Token Safe Harbor proposal first introduced in February 2020.
Thank you, Commissioner Peirce, for your outstanding leadership on these issues. Without your efforts, we would not be where we are today.Preventing Regulatory Overreach: Legislation Is the Ultimate Safeguard
Before moving forward, I would also emphasize that only comprehensive market-structure legislation enacted by Congress can ensure that regulation in this area stands the test of time.
I strongly support the bipartisan efforts underway on Capitol Hill to establish a durable framework for these markets. “Crypto Asset Regulation” will draw heavily on recent congressional work, especially the CLARITY Act. Any exemptive rulemaking the Commission considers will lay the groundwork for the implementation of the historic bipartisan market-structure legislation soon to be submitted to President Trump for signature.
The Path Forward: The “Crypto Asset Regulation” Framework
Now, I would like to outline what the Safe Harbor proposal might include. Such a Safe Harbor would provide crypto innovators with a dedicated pathway to raise capital in the United States while delivering appropriate investor protections.
Startup Exemption
First, I believe the Commission should consider establishing a “Startup Exemption”—a time-limited registration exemption for offerings of investment contracts related to specific crypto assets.
This exemption could last up to four years, providing developers with a regulatory runway to mature their projects. Importantly, the exemption could be designed as non-exclusive, meaning companies could still rely on other exemptions available under federal securities law.
The exemption could also allow startups to raise no more than a specified cap (e.g., $5 million) within the four-year period, with required notifications to the Commission upon both activation and exit from the exemption.
To use this exemption, startups would need to provide several principle-based disclosures about the investment contract and the related crypto asset—similar in format to existing white papers—and publish them on a publicly accessible website.
Fundraising Exemption
Second, the Commission could consider a “Fundraising Exemption”—a new type of offering exemption for investment contracts tied to specific crypto assets. Startups could raise no more than a specified cap (e.g., $75 million) within any 12-month period, while retaining the ability to use other registration exemptions under federal securities law.
Issuers relying on this exemption would file a disclosure document with the Commission containing: (1) the same principle-based disclosures required under the “Startup Exemption”; (2) a description of the issuer’s financial condition; and (3) the issuer’s financial statements.
Investment Contract Safe Harbor
Third, I urge the Commission to consider establishing an “Investment Contract Safe Harbor” that excludes certain crypto assets from the definition of “security.” This Safe Harbor would apply once the issuer has completed—or permanently ceased—all core managerial efforts promised in the investment contract.
This Safe Harbor would provide a rules-based standard, giving issuers and other market participants greater certainty regarding when a crypto asset ceases to be subject to federal securities laws.
This Safe Harbor would align with the principles set forth in the Commission’s interpretive release. Of course, this proposal does not require issuers to adopt this framework.
A New Chapter for American Innovation
In the coming weeks, I expect the Commission to consider issuing the above proposals for public comment.
I look forward to hearing from investors, developers, academics, and all participants across the ecosystem.
As we look ahead to the next chapter in our nation’s economic history, we must remember what has always made America exceptional—not merely the size of our markets or the sophistication of our financial institutions, but our commitment to empowering individuals to innovate freely—to take risks, build new systems, and create opportunity for others.
Our securities laws are meant to amplify that energy—not suppress it. As regulators, we must ensure that our rules remain faithful to the principles that gave rise to them.
If we succeed, the next generation of entrepreneurs will no longer need to ask: “Is innovation possible in America?”
They will know: Yes, it is. And they will build the future here.
Thank you very much. I look forward to the work ahead—and to further exploring these ideas in the discussion to follow. Thank you.
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