SEC Chair Atkins: Four Classes of Crypto Assets Are Not Securities, Ten Years of Regulatory Fog Finally Ends

Author: Paul Atkins, SEC

Translation: Deep潮 TechFlow

Deep潮 Guide: This is one of the most important speeches in the history of U.S. crypto regulation. SEC Chair Atkins officially announced: Digital commodities, digital collectibles, digital tools, and payment stablecoins are not subject to securities laws. The decade-long legal debate over whether crypto assets are securities has come to an end. More importantly, he proposed three compliant fundraising pathways, opening a truly usable institutional door for entrepreneurs.

Full text below:

Ladies and gentlemen, good afternoon. Thank you, Chair Selig, for your insightful remarks.

Today I am honored to discuss a topic at the intersection of American innovation, capital formation, and core securities law principles. Before proceeding, I must clarify: the views I express here are solely my personal positions as Chair, and do not represent the SEC or other Commissioners.

For over a decade, market participants have operated without clear guidance, facing a fundamental question: When do crypto assets fall under federal securities laws?

Today, I am pleased to announce that the SEC’s long-standing lack of clarity on this issue has officially ended. At this moment, the Commission is implementing a framework for token classification and an interpretive document on investment contracts.

Our interpretation—based on current law and incorporating extensive public input—establishes four categories of assets not deemed securities: digital commodities, digital collectibles, digital tools, and payment stablecoins under the GENIUS Act.

With these classifications, the interpretive document clarifies that only one type of crypto asset remains under securities law—namely, digital securities, or tokenized traditional securities. This distinction refocuses the Commission on its core mission: protecting investors involved in securities transactions.

Of course, even if a crypto asset itself is not a security, it may still be subject to federal securities law if it constitutes part of an investment contract in a particular issuance and sale. That’s why it’s even more important that our interpretive document clearly explains how investment contracts are terminated—thus freeing related crypto assets from SEC jurisdiction. One of the core principles of our interpretive guidance is requiring project teams to clearly disclose their statements or promises, so investors understand what rights they are acquiring.

We clarify that statements or promises that create reliance under the Howey test must be explicitly and unambiguously related to the project team’s planned core management activities.

This interpretive document provides long-awaited clarity, but I also want to assure everyone: today’s announcement is just the beginning, not the end. Later, I will discuss how the SEC and CFTC plan to cooperate in implementing this interpretive guidance.

Before that, I want to introduce the broader framework we are building. I also want to especially thank a colleague who has contributed greatly to today’s content—Commissioner Hester Peirce.

For years, Commissioner Peirce has been a principled voice advocating for clearer regulation of the crypto asset market, sometimes even a lonely one. The proposal I will introduce—my vision for “Crypto Asset Regulation”—traces directly back to her initial proposal of the Token Safe Harbor framework in February 2020.

Thank you, Commissioner Peirce, for your outstanding leadership on these issues. Without your efforts, we wouldn’t be here today.

Preventing Overreach in Regulation: Legislation as the Ultimate Safeguard

Before continuing, I want to emphasize one point: only comprehensive market structure legislation passed by Congress can ensure that regulation in this space withstands future tests.

I strongly support the bipartisan efforts on Capitol Hill to establish a durable framework for these markets. The “Crypto Asset Regulation” will draw heavily from recent congressional work, especially the CLARITY Act. Any exemption rules considered by the Commission will lay the groundwork for the implementation of the historic bipartisan market structure legislation that President Trump is expected to sign.

Path to Compliance: The “Crypto Asset Regulation” Framework

Now, I want to introduce some specific elements that the Safe Harbor proposal might include. Such a safe harbor would provide crypto innovators with an exclusive pathway to raise funds in the U.S., while ensuring appropriate investor protections.

Startup Exemption

First, I believe the Commission should consider establishing a “Startup Exemption”—a time-limited registration exemption for certain crypto-related investment contracts.

This exemption could last up to four years, providing developers with a regulatory buffer period to mature their projects. Importantly, this exemption could be designed as non-exclusive, allowing companies to also rely on other federal securities law exemptions.

It would also permit entrepreneurs to raise up to a set cap (e.g., $5 million) within four years, with notices to the Commission upon activation and exit.

To qualify, entrepreneurs would need to provide certain principle-based disclosures about the investment contract and related crypto assets—similar to existing whitepapers—and publish them on a public website.

Funding Exemption

Second, the Commission could consider establishing a “Funding Exemption”—a new issuance exemption for certain crypto-related investment contracts. Entrepreneurs could raise up to a set cap (e.g., $75 million) within any 12-month period, while retaining the right to rely on other federal securities law registration exemptions.

Issuers relying on this exemption could submit a disclosure document to the Commission, including: (1) principle-based disclosures similar to the Startup Exemption; (2) a description of the issuer’s financial condition; (3) financial statements.

Investment Contract Safe Harbor

Third, I suggest the Commission consider establishing an “Investment Contract Safe Harbor” that would exclude certain crypto assets from the definition of “security.” This safe harbor would apply once the issuer has completed or permanently ceased all core management activities promised in the investment contract.

This safe harbor would provide a rules-based standard, giving issuers and other market participants greater certainty about when a crypto asset is no longer subject to federal securities laws.

It would align with the principles outlined in the Commission’s interpretive guidance. Of course, this proposal does not require issuers to adopt this framework.

A New Chapter for U.S. Innovation

In the coming weeks, I expect the Commission to consider issuing proposed rules based on these ideas and seek public comment.

I look forward to hearing from investors, developers, scholars, and the entire ecosystem of market participants.

As we look ahead to the next chapter of the nation’s economic history, we must remember what has always made America exceptional. It’s not just market size or the maturity of financial institutions, but our willingness to empower individuals to innovate freely—taking risks, building new systems, and creating more opportunities for others.

Our securities laws aim to amplify this energy, not suppress it. As regulators, we must ensure that our rules remain faithful to the principles that inspired their creation.

If we succeed, the next generation of entrepreneurs will no longer have to ask: Is innovation in America possible?

They will know: It is. They will build the future here.

Thank you very much. I look forward to working together and further exploring these ideas in the upcoming discussions.