#SEC与CFTC新监管指引 Shattering the Spell of "Everything Is a Security": How the SEC and CFTC's Historic Reconciliation Delivers a Critical Hit to Wall Street's Crypto Arrogance

March 17, 2026—there's something in Washington's air that smells like the collapse of an old era. If you rewind a few years, any Web3 developer tinkering in a garage who dared to tweet "We're launching an airdrop," would almost certainly receive an SEC subpoena the next day. Back then, the regulatory logic was so brutally crude it was infuriating: if you issued a token, and that token could appreciate, you were issuing an unregistered security. Compliance became the Sword of Damocles hanging over the entire crypto industry, and it became the most profitable "Ponzi scheme" for Wall Street law firms. But on this day, that absurd game of cat and mouse came to an abrupt halt. Paul Atkins, SEC Chairman, and Michael Celigy, CFTC Chairman—two men controlling the life-and-death power over global finance—sat down together in an unprecedented move and released a joint guidance that will go down in financial history. This guidance didn't resort to bureaucratic jargon or muddy the waters. Instead, it stated with extreme coldness a fact that the previous administration refused to acknowledge: the vast majority of crypto assets are fundamentally not securities. This isn't merely a shift in regulatory stance—it's an epic reboot of the legal system.

When regulators no longer view the entire industry as a serial killer, when the terrifying spell of "everything is a security" is completely shattered, a true demographic redistribution of wealth is only just beginning.

Pulling Out the Regulatory Tube: Letting Investment Contracts Reach Their Legal "Natural End"

To understand the nuclear-level impact of this guidance, you must first grasp an extraordinarily counterintuitive legal concept: investment contracts can experience legitimate "natural death." Over the past decade of protracted tug-of-war, the SEC was like a mentally ill man with only a hammer, seeing all crypto tokens as nails. No matter what your project did, as long as you raised funds early on, regulators would use the "Howey Test," born in 1946, to pin you down and make you squirm. It's like being born in a hospital delivery room means you must be defined as "medical waste" for the rest of your life. This rigid and inflexible regulatory logic directly caused the entire Web3 infrastructure to suffocate in the mire of compliance. But Paul Atkins drove straight to the heart of the issue with surgical precision.

The joint guidance explicitly states that a non-security crypto asset can shed its investment contract attributes. When issuers deliver on their original promises, or when a project's infrastructure has become fully decentralized and is functioning normally, the token breaks free from the "security" shell. It no longer depends on the issuer's "essential managerial efforts" to generate profit expectations; instead, its value is determined by the cryptographic system's programmatic operations and simple supply-and-demand dynamics. This sounds like a truism, but at the legal level, it's tantamount to handing countless public chains and DeFi projects drowning in compliance anxiety a get-out-of-jail-free card. It means project teams can raise capital through token issuance in the early stage to build the network, and once the network matures, the token becomes laundered and legitimate, transforming into a legal digital commodity. This dynamic regulatory perspective completely shatters the old binary thinking of "once a criminal, always a criminal."

Regulators have finally acknowledged that crypto systems have lifecycles, and that evolution from centralization to decentralization is an objective fact that law must recognize.

The Legalization of Airdrops and Staking: A Loud Slap Across the Face of the Bloodsuckers

If redefining token attributes is a strategic victory, then the exemption for airdrops, protocol mining, protocol staking, and token wrapping is a tactical massacre. The casualties are the legal touts and representatives of old financial powers who've long profited by peddling compliance anxiety.

Anyone who's worked in Web3 knows that airdrops and staking aren't securities issuance—they're the respiratory system of decentralized networks. Without airdrops incentivizing early users, cold starts are a joke; without staking locking capital and validating networks, PoS mechanisms are meaningless.

But under the previous regulatory framework, distributing airdrops to users was considered "unregistered securities distribution," and users earning yields through staking were seen as having "profit expectations from others' efforts." It's like opening a noodle shop, handing out discount coupons at the door to drum up business, and then having a gang of suited thugs burst in saying you're engaged in illegal fundraising.

Now Celigy and Atkins directly flipped the table. The joint guidance unambiguously states that these activities fall outside the jurisdiction of federal securities law.

What does this mean? It means the token distribution models of L1 and L2 networks are completely freed from their shackles. DeFi protocols can openly design complex game-theoretic liquidity mining mechanisms without worrying about being summoned for questioning at any moment. Once the sword of Damocles hanging overhead is removed, the entire Web3 infrastructure will experience exponential explosion. Developers can redirect the money originally spent on exorbitant lawyer fees toward hiring more brilliant cryptographers and economic model designers.

This regulatory loosening is actually the highest-level endorsement of the crypto industry's native business model. It tells everyone: establishing incentive mechanisms with code is legal; distributing network ownership through tokens is legal. All attempts to strangle this new species with old financial rules from the last century have completely bankrupt.

Precise Asset Classification: Driving the Scythe-Wielding Charlatans Into the Slaughterhouse

Don't for a second think regulatory loosening means chaos—that's precisely what makes this joint action so venomous. The SEC and CFTC aren't washing their hands; they're conducting a cold-blooded taxonomic experiment. They've abandoned grand narratives and gone straight for the knife, dividing crypto assets into five clearly demarcated categories: digital commodities, digital collectibles, digital utilities, stablecoins, and digital securities.

Digital commodities fall under CFTC jurisdiction, driven by supply-and-demand and programmatic systems. Digital collectibles encompass NFTs, in-game items, and even internet memes—explicitly not securities, bringing relief to the speculation circles and memecoin communities.

Digital utilities include memberships, tickets, and identity credentials. Stablecoins are directly classified under the GENIUS Act as "payment stablecoins," completely clearing away securities suspicions.

And the ultimate killing move is reserved for "digital securities" or tokenized securities. If your token is essentially company equity, a bond, or a revenue rights certificate just wrapped in a blockchain layer, sorry—you're still subject to the strictest securities laws. It's like handing the industry a demon-revealing mirror. Those garbage projects hiding behind "decentralization" rhetoric, actually sustained entirely by a centralized team pumping and dumping, can no longer muddy the waters in ambiguous gray zones.

The guidance even specifies the nature of statements or representations that form investment contracts, including the media of information transmission and the required level of detail. This means project teams hyping tokens on Telegram and drawing pie-in-the-sky pictures on Twitter will become precise evidence for prosecution. Regulatory logic has evolved from "I don't understand it so I'm banning it" to "I'm drawing clear boundaries—cross the line and I'll destroy you."

For genuine Builders, this is heaven; for scammers just looking to mint a coin and party at nightclubs, this is the beginning of hell.

Wall Street's Absorption and the Crypto Punk's Twilight: The Best Show Is Just Beginning

When regulatory uncertainty is eliminated, undercurrents beneath the surface begin to surge. Concurrent with the guidance release, market movements are extraordinarily intriguing. According to SEC filings, institutional giant Clear Street Group quietly acquired over 1.88 million shares of crypto mining firm Marathon Digital Holdings in Q3 2025—this is absolutely not a whimsical retail action, but a precise sniper shot by Wall Street's old money at compliance dividends. This reveals a chilling truth: this SEC-CFTC partnership isn't just to appease crypto entrepreneurs—it's about rolling out the red carpet for traditional finance's regular army.

When "the SEC is no longer the 'Everything-Is-a-Security Commission,'" those traditional institutions wielding trillions in capital can finally unscrupulously incorporate crypto assets into their balance sheets. Digital commodity trading will be channeled into CFTC's rational regulatory framework, stablecoins will become legitimate settlement tools under the GENIUS Act, and DeFi protocols will gradually evolve into recognized shadow banking alternatives. But for doctrinaire crypto punks, this carries profoundly ironic significance—a twilight of sorts.

The legitimacy the industry dreamed of has finally arrived, and the price is that it must assimilate into the traditional financial order it once swore to overthrow. The rules are written, casino licenses have all been issued, and suited bankers are smiling as they walk into this wilderness once ruled by geeks and hackers.

Regulatory clarity brings not only freedom but also ruthless upgrade strikes. In this historic turning point orchestrated by Atkins and Celigy, the old narrative is dead, and under the sunlight of compliance, the truly bloody machine of capital is only just powering up.