Evidence behind each letter

The Company supports the Commission's effort to replace enforcement-driven line-drawing with published rules, and writes to address one question the proposal leaves unresolved

That caveat carries substantial weight and is not defined. Read narrowly, it excludes only distributions conditioned on payment. Read broadly, it captures nearly every distribution that is not wholly unsolicited

Every section of the critical evaluation identifies a deficiency and the closing ask is that the rule not operate as drafted.

Adds a custody condition to perimeter eligibility, so Tighten; skeptic reads removing assets from the definition as Loosen.

Asks for a verification step before distributions; a new precondition is a Tighten.

Wants mandatory reporting added to the Rule 103 topics; more prescription is Tighten by the P3 convention.

Attacks the startup exemption as under-conditioned; adds requirements.

A mandatory exclusion from Subpart C eligibility is a Tighten.

Adds a continuous reporting obligation well beyond Forms 1-KC/1-SC/1-UC.

Adds an independent-verification condition to the exit; Alternative 11 in substance.

Objects to preemption as drafted and would condition it; Tighten.

Protect the Public

Is there an Offering Doc and Audited Fins. If not you will get so many lawsuits from all directions

Would require an offering document and audited financials where the startup exemption requires neither.

Treats the startup exemption as under-conditioned; the implied remedy is reporting and constraint.

Same objection at the fundraising tier: the reporting is too light for the size.

PAG supports the Commission's effort to create a tailored, technology-neutral offering framework for covered investment contracts. PAG recommends one focused refinement

where investor protection or regulatory treatment depends on a material technical or operational representation, the final rules should require the issuer to identify the evidentiary basis supporting that representation

Adds an evidentiary-basis requirement to the disclosure topics; more prescription is Tighten.

Form TR should require a clear, decision-useful analysis tied to contemporaneous evidence. Certification alone should not be sufficient.

Raises the evidentiary bar for the exit filing, so the safe harbor becomes harder to reach.

Please do away with the restrictions on earning yield or rewards on stable coins. Also, remove the accredited investor restrictions.

remove the accredited investor restrictions

Would remove investor-qualification limits on access.

I support the proposal.

Opens 'I support the proposal' but asks for a new prong in Rule 400(a) and two other changes - a change request decides it, not the warm opening.

Under a literal reading of footnote 206 they are functionally identical, and so the second project to launch on my platform cannot use the startup exemption at all.

Asks that substantial similarity turn on economic substance rather than bytecode, which widens who may use the exemption.

Rule 200(b)(2), which lets an individual be the issuer, is the single most useful line in it for people like me, and I am grateful the Commission wrote it that way.

Explicit endorsement of the entity-eligibility rule exactly as drafted; the direct counter to letter 14's Oppose on the same provision.

I suggest the Commission add a non-exclusive prong to Rule 400(a): the condition is satisfied where the issuer has irrevocably relinquished, at the protocol level, the technical ability to alter the crypto asset's economics

Adds a second, non-exclusive route into the safe harbor while leaving the proposed standard available, so the exit becomes more available.

preemption should apply for so long as the issuer is subject to the exemption's obligations, not for so long as the issuer is current with them

Removes a condition on preemption's continuing availability; endorses the alternative the Commission raises in Question 142.

Investors in crypto markets deserve the same transparency, disclosure, accountability, and legal protections afforded to investors in other securities markets.

The SEC has historically required securities offered to the public to be registered so that investors receive the disclosures necessary to make informed investment decisions.

Prefers full registration disclosure to principles-based disclosure.

I am writing to urge the Securities and Exchange Commission (SEC) to reject its proposed “Regulation Crypto Assets” to the extent that it would exempt crypto-asset offerings from the registration and investor-protection requirements of the federal securities laws.

Would deny the exemption altogether and return these offerings to registration.

Creating a special exemption

Same objection applied to the fundraising exemption; the remedy is registration rather than exemption.

I write in opposition to proposed Regulation Crypto Assets as drafted, and in particular to the startup exemption in proposed Rule 200.

Opens 'I write in opposition to proposed Regulation Crypto Assets as drafted' and closes asking for withdrawal and re-proposal of Rule 200.

A narrow pathway could permit distributions for testing, use, staking, network security, or genuine participation without also opening a largely unrestricted retail fundraising channel.

Wants network distribution split off into its own bounded pathway; skeptic reads the bounding as a Tighten.

The disclosure topics in proposed Rule 103 are also the right topics.

Endorses the Rule 103 topics unchanged; skeptic notes he later asks for independent technical assessment alongside them.

All required offering disclosure should be filed on EDGAR in permanent, time-stamped form; amendments should identify what changed; prior versions should stay publicly available

Replaces issuer-controlled website disclosure with EDGAR filing and a four-business-day event clock.

A public retail offering of up to $5 million with no financial statements is not defensible.

Adds financial statements plus scaled assurance where the rule requires none.

I urge the Commission to withdraw Rule 200 and re-propose it.

Seeks withdrawal and re-proposal with materially stronger conditions.

The fundraising exemption has the protections Rule 200 lacks.

Yes-with-modifications on Subpart C; skeptic counts seven required changes as opposition in substance.

An issuer-level cap is not a substitute for an investor-level cap, and the Commission has never treated it as one anywhere else.

Adds per-investor limits and moves the test from greater-of to lesser-of.

Disclosing the absence of a lockup does not create a lockup.

Requires mandatory vesting and lockups; endorses Alternatives 2 and 3.

Natural persons and informal groups should not conduct public retail offerings of up to $5 million.

Restricts eligibility to US legal entities with responsible officers and separate books.

Form 1-UC should cover the events that actually matter for these projects.

Expands the current-reporting trigger list to network and code events.

completion and abandonment are not equivalent events for the people who put up the money

Would condition the safe harbor and route abandonment to a separate wind-down framework.

Calling every retail offeree a qualified purchaser because the issuer chose Rule 200 is circular.

Would deny preemption to Rule 200 offerings and narrow secondary-market preemption.

I recognize the Commission has authority to define the term this way, and that the D.C. Circuit upheld a comparable definition in Lindeen v. SEC, 825 F.3d 646 (D.C. Cir. 2016), which the release cites. Authority to do it is not a reason to do it.

the release measures what issuers save without pricing what investors give up

The proposal's core architecture - the startup and fundraising exemptions, principles-based disclosures, and the investment-contract safe harbor with Form TR certification - is clear and well-designed. The comments below are limited to residual operational questions

'clear and well-designed' followed by six recommended refinements.

We encourage the Commission to clarify that fully disclosed economic-participation features - such as revenue-sharing or fee-sharing mechanisms that do not themselves constitute ongoing essential managerial efforts by the original issuer - can coexist with both the exemptions and a subsequent safe-harbor exit.

Scope element: admitting equity-like features widens what may use the regime.

we recommend that the Commission encourage a brief, standardized one- or two-page summary as a front-end component of the offering materials

A standardized summary is added prescription over principles-based disclosure; Tighten by the P3 convention, notwithstanding the letter's framing.

The startup exemption's design, which permits direct offerings without a required broker-dealer or funding portal, is a significant practical improvement. We support retention of this feature as currently structured.

Explicit support for the calibration unchanged, and against adding an intermediary requirement.

We recommend that the Commission make available a short menu of optional, non-mandatory objective anchors that an issuer may elect to include in its Form TR filing.

Elective anchors and a maintenance-versus-effort distinction; no change to who may exit, so Clarify.

How long state-law preemption continues after an issuer exits the ongoing reporting obligations of the fundraising exemption.

Asks when preemption ends rather than whether it should exist.

The proposal does not address whether offering proceeds may be held in bonded or milestone-controlled escrow and used as credit support for subsequent non-dilutive financing.

A mechanics question about use of proceeds; no element covers escrow structures.

GET supports the Commission's effort to create a tailored pathway for covered investment contracts involving non-security crypto assets. Our comment addresses a narrow technical issue

Technical recommendations for governance disclosure, material-change reporting, and an evidence-based investment-contract safe harbor

Adds governance-evidence requirements to the disclosure topics.

103 disclosures and material amendments on EDGAR or through an equivalent Commission-accessible archive; a mutable issuer website should not be the sole historical record

Moves the record off the issuer's own website, the same tightening ask as letters 14 and 31.

material-change reporting

Expands the events that must be reported as systems and authorities change.

an evidence-based investment-contract safe harbor

Conditions the exit on preserved governance and transition evidence.

Regulation laws need passed, long overdue. Pass laws that weed out the rugpulls and dishonest.

Addresses crypto regulation generally and the CLARITY Act; never addresses this proposal.

Please pass the Clarity Act.

ARKONIX appreciates the Commission’s sustained engagement with digital asset market participants and the structured rulemaking process that Regulation CA represents.

Accepts the framework and seeks six clarifications and amendments.

ARKONIX respectfully requests that the Commission provide explicit guidance confirming that tokenized interests in autonomously executed, TEE-attested strategy vaults qualify as covered investment contracts under Rule 100.

Seeks confirmation of eligibility rather than a change of scope; skeptic reads admitting a new asset class as Loosen.

No issuer-level relationship between offerings: ARKONIX is the technology provider, not the issuer.

Asks that infrastructure providers not be aggregated as a group issuer, which narrows who the rule reaches.

should not be classified as “related persons” for purposes of disqualification analysis under Rule 104/Rule 262(a)

Narrows the related-person population subject to disqualification.

the relevant events are on-chain events — attestation failures, governance changes, strategy upgrades — and the most reliable reporting mechanism is the on-chain record itself

Proposes on-chain attestation as a substitute for periodic EDGAR reporting under Rule 305.

ARKONIX proposes that the Commission recognize, within Rule 400 or its accompanying guidance, a class of “verifiably autonomous” execution systems

Creates an additional route into the safe harbor and extends it to the ICA and Advisers Act, widening its reach.

I support the Commission's attempt to bring greater clarity to crypto markets through Regulation Crypto Assets.

The distinction should depend primarily upon what the developer can actually control, not upon labels contained in a website or terms of service.

However, exemptions should remain genuinely usable by individuals, startups, and open-source development teams.

Asks that eligibility stay wide enough for individuals and open-source teams.

A digital asset capable of existing, transferring, and functioning independently of its original promoter should not remain indefinitely burdened by the circumstances under which it may once have been distributed.

Would let assets leave investment-contract status on function rather than on issuer certification, widening the exit.

the effort to reduce overlapping state registration requirements are meaningful improvements

Endorses the preemption approach as drafted.

I believe Reg CA recognizes an important development in startup finance

My concern is that the proposal makes one particular technology - a cryptographically secured distributed ledger (“DLT”) - a prerequisite for using the new framework.

Would widen eligibility to economically similar assets held on centralized systems; answers Question 8.

The proposed Regulation Crypto Assets is a meaningful step toward a federal framework for crypto-asset fundraising and lifecycle management. Several parts of the rule introduce ambiguity or impose burdens that don't match how crypto projects actually operate.

'a meaningful step' followed by ten sections of specific changes.

The single-asset limitation prevents hybrid offerings from using the exemption.

Asks that the definition admit hybrid offerings, widening eligibility; literalist reads it as a definitional clarification only.

the larger $75 million fundraising exemption notably excludes them

Wants network distributions permitted under Subpart C as well as Subpart B.

Yet Forms NOR and TR require an executive signature and a principal office. A decentralized protocol simply can't satisfy those requirements

Asks that an SPCE be allowed to sign; skeptic reads relaxing the signature requirement as Loosen.

U.S. GAAP doesn't provide clear guidance on on-chain treasuries, gas-fee expenditures, staking rewards, validator income, or multi-sig governance.

Asks the Commission to clarify acceptable valuation methodologies rather than to add or remove a requirement.

The real constraint in the startup exemption isn't the $5 million cap - it's the four-year clock.

Asks for $5m per twelve-month period or a higher first-year cap; both widen capacity.

Forcing a growing protocol to choose between an artificially low capital cap that accommodates decentralized distribution or a larger capital cap that completely strips out the network's functional mechanics creates prohibitive operational frictions

Wants the Tier structure to accommodate network distributions; widens what Subpart C permits.

The rule assumes a traditional corporate issuer with officers, directors, and a principal executive office. Many crypto projects don't operate that way.

The SPCE proposal admits issuers the rule as drafted excludes.

Applying full disqualification to these historical cases would exclude many of the people best positioned to operate under the new rule.

Proposes carve-outs and a shortened tiered lookback; narrows disqualification.

Investors need consistent reporting. The Commission should consider allowing crypto-specific accounting approaches

Asks for clarified reporting standards, not more or fewer reports.

The proposal doesn't define what “separation” means, yet Form TR requires issuers to certify that separation has occurred.

Asks for illustrative non-exclusive metrics; skeptic reads added metrics as a Tighten even though framed as guidance.

The Commission's decision to preempt state-level Blue Sky registration requirements for both primary offerings and secondary market transactions is a vital step

Unqualified endorsement of Rule 500 as drafted.

Addressing the remaining APA vulnerabilities highlighted in this comment will give the Commission workable tools

Rule 101(d) says an issuer won't lose the exemption for an insignificant deviation, but the proposal doesn't define “insignificant.”

Asks that the Regulation D Rule 508 / Regulation A Rule 260 three-part structure be borrowed; a definitional fix to the mechanics, no change in reach. Also covers this letter's Rule 100 currency-conversion and valuation-standard asks (§§ VII-VIII).

I support the proposal and write to identify four areas of concern and targeted recommendations.

The adopting release should state expressly that ordinary building, and receipt of a fee share fixed at deployment, do not by themselves satisfy that test.

Many tokens are created with no capital raise but are not airdrops, and for those the proposal offers no equivalent clarity.

Would extend the no-consideration treatment to launchpad-created tokens, narrowing what counts as a covered transaction.

Disclosure Should Be Machine-Readable Throughout

Adds a format requirement to how disclosure reaches investors.

I welcome the Commission's proposed Regulation Crypto Assets.

The final rule should expressly permit structured, machine-readable disclosure alongside a human-readable presentation.

Permissive on its face but adds a versioning and hashing discipline to the disclosure record.

The final rule should make clear that such verifiable technical evidence may support an issuer's record of managerial efforts and transition.

Clarifies what evidence counts without changing who may exit.

KLI supports the Commission's use of notice-and-comment rulemaking ... and, subject to the refinements described below, supports adoption of proposed Rule 400.

'subject to the refinements described below, supports adoption of proposed Rule 400'.

ASSET VERSUS INVESTMENT CONTRACT

Asks the Commission to state the asset/contract distinction more precisely in the rule text; definitional, no change in reach.

The final rule should identify nonexclusive indicia of whether promised essential managerial efforts have actually been completed or permanently ceased, retain the proposed Form TR supporting-analysis requirement, and require the filing to distinguish completed performance from abandonment or other permanent cessation.

Adds indicia and a completed-versus-abandoned distinction as filing conditions, making the exit harder to reach.

KLI supports the Commission's use of notice-and-comment rulemaking to address the legal consequences of crypto-asset transactions

we believe the final rule should preserve - and, where possible, sharpen - the clarity these provisions offer to earned-only token models like SST's

SST is not sold for money. It is distributed exclusively as a reward or incentive for activities that operate, secure, or govern the network

Presents the earned-only model as already accommodated and asks that the treatment be preserved.

The Investment Contract Safe Harbor Should Accommodate Already-Decentralized Legacy Networks

Would open the exit to networks that never had an issuer making promises, widening its availability.

Beeezo supports the Commission's effort to develop a regulatory framework that recognizes the technological and economic characteristics of crypto assets while maintaining appropriate investor protections.

the fact that an individual performs an activity and subsequently receives a crypto asset should not, standing alone, determine the securities-law character of the transaction

Would keep task-based commercial compensation outside the perimeter.

We believe economically equivalent activity should not receive materially different securities-law treatment solely because another business settles the same $5 obligation through blockchain-based payment infrastructure.

Would narrow what counts as a covered transaction where the payment is ordinary commercial compensation.

Ohanae supports the Commission's effort to create a tailored federal securities-law framework for certain investment contracts involving crypto assets while maintaining appropriate investor protections.

Supports the effort and makes five numbered recommendations.

we support the Proposal's distinction between the security - the covered investment contract - and a crypto asset that does not independently constitute a security

Endorses the perimeter as drafted; no change in reach sought.

We therefore recommend that EDGAR serve as the central regulatory-status and navigation point for Regulation Crypto Assets.

Moves the disclosure record from issuer websites to EDGAR, the same tightening ask as letter 14.

we recommend that the Commission adopt Rule 400 substantially as proposed while providing additional instructions for Form TR

We therefore recommend that the Commission preserve the basic approach in proposed Rule 500.

Backs Rule 500 as drafted, expressly including the 'remains current with' condition that letter 8 asks to remove.

Regulation Crypto Assets should work alongside other available Securities Act exemptions and registration pathways rather than operate as a regulatory silo.

An integration question under the general provisions; no element covers interaction with other exemptions.

I write in support of the separation premise underlying Regulation Crypto Assets, and in opposition to the conditions the Commission proposes for exiting investment contract treatment. Those positions are consistent. The token was never the problem. The promises were

Supports the separation premise, opposes the exit conditions, and asks that Rule 400 be narrowed rather than dropped.

I recommend the Commission retain the definition's threshold requirement that the subject crypto asset not itself be a security.

Defends the perimeter as drafted against the academic objection; asks for no change in reach.

the proposed safe harbor lets the promisor certify its own compliance

Engages Question 35 on related-person resale risk alongside the self-certification objection; the remedy adds constraint.

The Commission should limit the Rule 400 safe harbor to issuers that have fulfilled the essential managerial efforts they represented or promised. Extending it to issuers that permanently ceased those efforts switches off disclosure at the moment investors most need it.

Would remove the abandonment branch and add conditions, narrowing who may exit.

I urge the Commission to finalize and implement these rules swiftly.

Our recommendations follow. Several ask the Commission only to complete what commenters have already requested. Four raise gaps we believe no one has yet identified.

'we are not asking the Commission to withdraw any of this'; nine recommendations to complete it.

“Essential managerial efforts” appears 79 times in the release. The singular form appears zero times. It determines whether a covered investment contract exists, what Rule 103(b)(1) requires, and the entirety of Rule 400. It is defined nowhere.

Asks for a definition of the term the perimeter turns on; textbook Clarify.

The problem is not the disclosure. It is that nothing in the proposal says what the disclosure is not.

Keeps Rule 103 intact and adds a non-probative provision; skeptic reads the added protection as Loosen.

Where an issuer recognizes revenue in full upon delivery, it asserts, subject to audit, that no performance obligations remain. That assertion addresses the same question Howey asks.

Asks that an existing accounting election be weighed as evidence; no change to the assurance requirement itself.

The fundraising exemption reaches $75,000,000 but Rule 300(b)(1) requires a U.S.-organized issuer. Rivetz Intl. SEZC is Cayman.

States that the nexus test excludes the filer entirely; the remedy is a wider eligibility test.

Rule 400 does not gate on “decentralized.” It gates on “functional.” We suggest the word be given its own meaning

Moving the release's own post-functionality sentence (pp. 56-58) into Rule 400 is Clarify on its own. The row stays Loosen on what reaches further: 'functional' defined by holder-exercisable capability, and security maintenance (algorithm migration, key rotation, a disclosed retained migration path) never an essential managerial effort, which the release's view, limited to functional systems and silent on retained authority, does not cover. Expressly rejects Alternative 11.

an interpretive statement leaves private litigants free to urge courts to reject the Commission’s reading, citing Loper Bright Enterprises v. Raimondo, 603 U.S. 369 (2024), so the Commission should instead act through its exemptive authority

The proposal raises an important implementation question: If legal rights, obligations, representations, permissions, or regulatory conditions continue after a crypto asset moves, how do those conditions remain operationally associated with the appropriate rights holder

Supports the framework and proposes an architectural addition.

TrustLogic supports the Commission's effort to create a tailored framework for covered investment contracts involving crypto assets while preserving the distinction between a crypto asset and the investment contract pursuant to which that asset may be offered or sold.

Endorses the separation as drafted; its proposal sits alongside rather than changing the perimeter.

Question 143 asks whether mechanisms could address the inability of unaffiliated secondary-market participants to determine whether an issuer has satisfied ongoing reporting obligations.

Asks that status be made determinable; no change to what must be disclosed.

Form TR Illustrates a Legal State Transition

Treats Form TR as a state change to be made persistent and verifiable; no change to who may exit.

Regulation Crypto Assets should preserve room for architectures in which existing legal relationships can be made persistent, adaptable, verifiable, privacy-preserving, and enforceable after transfer.

Answers Questions 140-144 on fungibility and determinability by proposing an architecture, not by changing the preemption test.

The Federal government and the SEC must not saddle Crypto currencies and exchanges with federal oversight and regulation.

Plz consider allowing utility tools to be bought and sold.

if you currently hold a utility token you should be able to sell it , if you have no need for it

Asks that holders be able to resell without restriction.

using the Signum blockchain - the base-layer network SSI builds on - as a concrete case study of a legacy, already-decentralized network the safe harbor should be designed to accommodate

no party has made representations or promises to purchasers to perform essential managerial efforts in exchange for consideration

Would make the safe harbor reachable by a legacy network with no issuer to certify, widening the exit.

The Commission should adopt Rule 400, but it should not finalize Form TR as an open-ended narrative certification.

'should adopt Rule 400, but it should not finalize Form TR as an open-ended narrative certification'.

Clarify new promises, related persons, and post-transition conduct

Definitional work on Rule 100 terms answering Question 8; no change in reach.

Require disclosure of material infrastructure dependencies

Adds a required disclosure topic; more prescription is Tighten by the P3 convention.

Retain the issuer-specific promise as the legal standard, but require every Form TR filer to submit a standardized, evidence-backed Managerial-Dependence Schedule (“Schedule MD”).

Adds a mandatory standardized evidentiary schedule to the exit filing, making the safe harbor harder to reach; expressly rejects a universal decentralization threshold.

I respectfully encourage the Commission to ensure that the final Regulation Crypto Assets rule clearly addresses legacy decentralized crypto assets where the original issuer or development company has ceased operations

Legacy decentralized networks should not remain under indefinite regulatory uncertainty simply because an investment contract may have existed during an earlier stage of the network's development.

Regulation Crypto Assets is a serious and welcome attempt to end a decade of regulation by enforcement. My comment does not dispute that architecture. It identifies one silence in it.

Clarify that automation alone does not create issuer, dealer, or transfer agent status.

Non-custodial software that executes a disclosed human principal's instructions should not become a regulated intermediary merely because no human clicks each button.

I write in support of the Commission's proposed Regulation Crypto Assets.

Urges adoption and asks the Commission to preserve named features; requests no change.

principles-based disclosures tailored to networks and tokens rather than industrial-era issuer templates

Endorses the Rule 103 approach without asking for change.

a one-time startup exemption of up to $5 million over four years

Lists the calibration approvingly and asks that it be adopted.

a fundraising exemption modeled on Regulation A with clear tiers

Endorses the two-tier structure as proposed.

preserve ... the non-restricted character of the securities

Explicitly asks that the non-restricted treatment be kept; against Alternative 2.

preserve the startup exemption's lack of a U.S.-nexus requirement

Asks that the absence of a nexus test be retained.

a safe harbor that turns on cessation of promised efforts rather than an open-ended decentralization test that no issuer can measure in advance

Supports Rule 400 as drafted and rejects Alternative 11; skeptic reads the express rejection of a tightening alternative as a Loosen ask.

Blue Sky preemption for covered offerings and certain resales

Endorses preemption without qualification.

In my opinon crypto regulations should be more strict.

They should chose witch people could make a crypto coin so there is not oversaturation in the crypto makrets.

Would gate who may issue at all, a substantial eligibility restriction.

The Release is a significant and, in many respects, welcome step toward providing regulatory clarity to blockchain businesses. However, the Release falls short in key areas.

'a significant and welcome step ... however falls short in key areas'; three recommendations.

I recommend that the Commission add an express exclusion to the “covered transaction” definition in Rule 100

The ask is an express carve-out from a Rule 100 definition, which narrows what the perimeter catches.

Treating every pre-launch airdrop or points program as a “covered transaction” whose value counts toward the startup exemption’s cap harkens back to this Catch-22.

Excludes pre-launch airdrops and points from covered transactions; fewer distributions consume the cap.

For an asset that has not launched and has no public trading market, there is no reliable way to perform that valuation under U.S. GAAP.

Asks for a workable valuation basis for non-cash consideration; a measurement clarification.

My experience advising founders raising seed rounds today is that $5 million is too low to be meaningful. ... I recommend raising the cap to $10 million.

Doubles the startup cap; endorses Alternative 6 at the $10 million variant.

There does not appear to be any earlier notice or filing by which a project can declare its intention to work toward the safe harbor and receive interim protection while it does so.

Adds a notice filing and four-year grace period. Literalist applies the P13 convention (a new condition is a Tighten); primary and skeptic read the effect, which is to extend safe-harbor protection earlier.

Immutifi supports the Commission's effort to establish a more predictable framework for covered investment contracts involving non-security crypto assets while maintaining appropriate investor protections.

Immutifi recommends retaining a clear boundary between securities that are independently securities under existing law and economically distinct non-security crypto assets.

Asks that the analysis stay asset-specific and transaction-specific; definitional, no change in reach.

Clarify that autonomous software acting under user-delegated authority should not automatically be treated as issuer managerial activity.

The proper analysis should remain asset-specific and transaction-specific, based on economic substance, rights, representations, promises, and the circumstances of the relevant offer or sale.

Clarifies how the cessation analysis applies without changing its availability.

Realizing that chance means benefiting from everything the market has learned operating the first generation for over a decade, and closing the remaining gaps now rather than discovering them through enforcement experience

Tier 1 assurance should not simply mirror Regulation A's zero-assurance baseline, and yes, a reviewed-financial-statement requirement should be added

Adds a reviewed-financial-statement requirement where the proposal requires none, and extends it to startup-exemption issuers above a threshold; more assurance is Tighten.

I recommend the Commission adopt Regulation Crowdfunding's more conservative “lesser of” methodology rather than defaulting to Regulation A's “greater of” approach

Replaces the greater-of limit with the lesser-of formula and adds cross-issuer aggregation of non-accredited exposure; both cap retail purchasing further, so Tighten.

a project that began as an individual or informal group should be required to have formed an entity before it may rely on the fundraising exemption, the investment contract safe harbor, or continue covered transactions beyond an early threshold

Conditioning entry on entity formation narrows who may rely on the regime, so Tighten under the scope convention. The skeptic weights section 8b instead, whose substituted-compliance pathway would let foreign-authorized issuers in, and reads the net effect on reach as Loosen.

might qualify for reduced periodic reporting frequency or scope rather than remaining subject to the full regime until every element of Rule 400(a) is satisfied

Would cut reporting obligations in proportion to demonstrated decentralization, so Loosen. Offered as a secondary refinement rather than a core ask.

a defined, time-boxed period (e.g., 12–24 months from the Form TR filing) after which a good-faith Form TR filing becomes final and no longer subject to Commission challenge absent fraud in the certification itself

Under the P13 convention direction follows whether the exit becomes more or less available, never whether a condition is added. Published objective indicia plus a finality window make the exit materially more available, so Loosen, even though the checklist half is clarifying.

conditioning the availability of secondary-market preemption under Rule 500 on the transaction occurring through such a registered intermediary once that category exists

Adds a condition to when preemption is available, restricting its reach, so Tighten. She separately commends the Section 18(c) fraud savings clause the proposal already preserves.

the gap in offering capacity makes that incentive larger, not smaller, than the Release's baseline analysis suggests

My support comes with one substantial reservation and a set of refinements.

Opens in support and asks the Commission to adopt promptly, then makes one reservation and seven groups of changes to rule text; asking for a change is what decides it, not the warm opening.

EDGAR carry a machine-readable status record for each subject crypto asset, keyed to the asset's contract address or equivalent identifier

Adds a machine-readable status record on EDGAR to the disclosure channel, so Tighten; the skeptic weights the reasonable-reliance defense the same ask would give intermediaries and reads the net effect as Loosen.

the Commission should accept IFRS as issued by the IASB without reconciliation, exactly as it does for foreign private issuers, and should require that any Tier 2 audit be performed by a PCAOB-registered firm

Requires a PCAOB-registered auditor where the proposal requires none, and adds reviewed financial statements to the enlarged startup raise; the literalist takes his statement that he supports the Tier 2 audit requirement at face value and reads Conditional.

I recommend a base limit of $5 million, as proposed, with the ability to raise up to an additional $5 million (a $10 million aggregate over the four-year period) if the issuer files reviewed financial statements with its annual Form NOR amendment.

Doubles the startup aggregate over the same four years. The reviewed-financial-statement condition he attaches is coded on P5; the P6 dial is the cap. Endorses Alternative 6 at its $10 million variant.

the Commission should modify Rule 300(c)(2)(i)(C) so that the 10 percent investment limit does not apply where the sale is made through a registered broker-dealer that has complied with Regulation Best Interest with respect to the retail customer

Disapplies the retail investment limit wherever a broker-dealer has met Regulation Best Interest, widening what a non-accredited investor may buy.

Form TR should disclose the aggregate holdings of related persons in the subject crypto asset, any transfer restrictions on those holdings, and whether those restrictions lapse within twelve months of the filing.

Adds related-person holdings and lock-up lapse disclosure at the exit. Disclosure only, but more than the proposal requires at the moment insider liquidity begins.

I therefore recommend that the Commission replace the U.S.-only test in Rule 300(b)(1) with an eligibility standard built on the Commission's existing foreign-issuer architecture.

Would replace the U.S.-only eligibility test with conditioned foreign eligibility, admitting a class the rule as drafted excludes, so Loosen under the scope convention. The conditions he attaches are coded on P5 and P11 rather than netted off here.

is subject to the Rule 104 disqualification provisions, extended to cover comparable sanctions imposed by the issuer's home regulator

Extends bad-actor disqualification to comparable sanctions imposed by a foreign issuer's home regulator, widening what disqualifies.

make the exit as disciplined as the entry

The rule-text statement that maintaining, securing, patching and upgrading an already functional network are not essential managerial efforts restates the release's own view (release pp. 56-58; Corporation Finance staff FAQ 2.3), so it does not carry the direction. What remains is a thirty-day waiting period with staff notice of incompleteness and separate completion and cessation pathways, which make the exit harder to use, against a non-admission sentence, which makes it easier. Primary reads the section's own heading and the literalist the refinements that add requirements: Tighten. The skeptic weights non-admission, which the letter says decides whether legacy networks file at all: Loosen.

the definition should reach any secondary transaction, including a dealer's, in a covered investment contract whose issuer is current in its Regulation Crypto Assets filings

Extends Rule 500 preemption to dealer transactions, which the rule as drafted excludes, so more secondary trades escape State registration.

Section 18(b)(3) permits the Commission to define qualified purchaser broadly

Invokes the Commission's Section 18(b)(3) authority affirmatively, to support a broader qualified-purchaser definition than the proposal adopts.

The Commission should confirm that a concurrent offshore offering conducted in compliance with Regulation S is not integrated with a Regulation Crypto Assets offering under Rule 152

Framed as a confirmation, but its effect if granted is to put offshore sales outside the offering limits, which takes conduct out of the computation rather than only resolving an ambiguity.

While I appreciate the Commission's efforts to establish a clearer, tailored regulatory structure for digital assets, I have grave concerns regarding the investor protection vulnerabilities introduced by the current proposal.

Accepts the framework and asks for three specific revisions, which is Conditional; the skeptic discounts the warm opening and reads three asks that would each replace the mechanism they address, closer to a rule that should not be adopted as drafted.

To effectively prevent deception, the Commission must mandate specific, non-negotiable categories of disclosure for all issuers, regardless of the offering size.

Would replace principles-based disclosure with mandatory categories; more prescription is Tighten by the P3 convention.

Accredited investors require structured, audited financial data and verified technical audits to differentiate legitimate ventures from sophisticated scams

Adds audited financial data and independent financial review where the startup exemption requires neither, the same ask as letters 3, 49 and 50.

Filing a transition report on Form TR should not automatically trigger a safe harbor.

Would gate the safe harbor on a mandatory Commission review and objection period, so the exit becomes materially less available.

Preempting state-level registration and qualification requirements removes a critical layer of localized investor protection.

Would preserve state registration review, restoring reach the rule preempts.

I support the proposal’s basic architecture and offer five narrow, independently adoptable additions to the record structure connecting proposed Rules 103 and 200 to proposed Form TR

Supports the architecture and asks for five additions to form content; asking for a change is what decides it.

If the Commission retains a separate-website option for Rule 103 information, Form TR should preserve the material statements and version history on which its analysis relies through an EDGAR-filed exhibit or a specific cross-reference to an already-filed copy.

Asks that the version history the analysis relies on be preserved in the EDGAR-filed record rather than on the issuer's website alone, adding a filing where the rule permits website-only, the same tightening ask as letters 14 and 31.

the Commission should consider requiring an amendment after an issuer becomes aware of a material change to information disclosed under Rule 103, while retaining the annual assessment as a backstop

Adds an issuer-known material-change amendment trigger on top of the annual assessment, so more reporting than the rule requires.

The fields organize supporting information; they do not determine legal effect.

Direction follows whether the exit becomes more or less available, never whether a filing requirement is added. The requested Form TR fields and legend are expressly stated to leave Rule 400's conditions and the effect of filing unchanged, so the exit is neither more nor less available; letter 31 is the precedent.

in support of the separation premise of underlying Regulation Crypto Assets and in oppostion to the conditions the Commission proposes for existing investment contract treatment

Accepts the separation premise and opposes one component rather than the proposal as a whole, so Conditional rather than Oppose. He states the position without proposing a remedy. Near-verbatim echo of letter 32's opening sentence, retyped with three slips including 'exiting' rendered as 'existing'; coded on its own terms, as it is neither a docket form letter nor a duplicate filing.

the proposed safe harbor lets the promisor certify its own compliance

Rejects the exit conditions as drafted and names self-certification as the defect, so the exit as proposed is too readily available; direction follows availability, which is Tighten. 'Opposition to the conditions' read alone would admit a Loosen reading; the following sentence is explicit that the complaint is laxity, so all three raters resolve it the same way. The separation-premise endorsement is GEN's, not P1: coding P1 for a general endorsement of the framework is the letter 50 trap, and here it would have flipped Overall from Oppose to Mixed.

I respectfully request that the Commission give serious consideration to the August 25, 2026 submission of Dana Love, Ph.D., and to the additional investor-protection measures described above.

Accepts the framework and asks for changes to Rule 400 and Form TR content, which is Conditional.

the Commission should preserve the distinction between a crypto asset and an investment contract associated with its offer or sale

Asks that the perimeter be kept as drafted; no change in reach, so as-proposed. Follows letter 32's P1 row, whose position this letter expressly adopts.

The end of an investment contract does not eliminate the economic significance of concentrated holdings, future token releases, or potential selling pressure.

Adds related-person holdings, lockups and scheduled unlocks to the exit filing. Disclosure only, but more than the proposal requires, so Tighten: letter 50's P9 row is the same move and letter 32's the same argument. This is insider resale risk specifically, not the general secondary-liquidity argument that belongs elsewhere.

Form TR provide a standardized Transition Snapshot containing objective, current, and verifiable information rather than relying primarily upon an issuer's certification

Adds a completed-versus-abandoned distinction and a mandatory six-part evidentiary schedule to the exit filing, so the exit becomes harder to reach: Tighten, on letters 25 and 39. Stance splits. Primary and literalist read a letter that asks Rule 400 be strengthened and routes abandonment to a separate wind-down mechanism rather than removed. The skeptic asks what the ask does and reads 'rather than relying primarily upon an issuer's certification' as displacing Rule 400's central mechanism, which is closer to rejecting the provision as drafted. Majority Conditional.

None of this weighs against creating a tailored offering regime for crypto assets - the gap Regulation Crypto Assets responds to is real.

Accepts the framework and asks for changes to three rules, which is Conditional.

Rule 200(b)(3) should specify the functional or technical criteria that make two crypto assets substantially similar, not leave the boundary to a single illustrative example.

Direction splits, and it is the first split on P6. Primary and literalist read a definitional ask that names no change in capacity and complains of bilateral litigation risk, so Clarify. The skeptic discounts that framing, notes the letter calls this a 'parallel gap' to the Rule 400 weakness, and reads specifying criteria as closing a circumvention route, so Tighten. Majority Clarify. One instance owes no convention.

Rule 400 should adopt that already-drafted functionality-and-decentralization test as an available path to the safe harbor alongside self-certification

Adds a second, non-exclusive route into the safe harbor while leaving self-certification available, so the exit becomes more available: Loosen on letters 8 and 18. Direction follows availability, never whether a condition is added, so the letter's rhetoric that self-certification is too weak does not make this a Tighten. Distinguish letter 2, which made the same test a condition rather than an alternative path and is Tighten.

preempting only initial sales while collecting comment on resale preemption specifically, would let that trade-off be evaluated on evidence rather than assertion

Would narrow Rule 500 to initial sales, restoring State reach over resales, so Tighten on letter 49. He asks for a narrower rule or a cited basis rather than rejecting preemption, so Conditional.

without a matching estimate of the cost to investors who transact in reliance on a certification that later proves wrong

Code only, no stance or direction, excluded from the Overall tally. The criticism is letter 14's: the release prices what issuers save without pricing what investors give up.

Reg Crypto represents an important first step in developing comprehensive crypto asset regulation

Commends the tailored regime and asks that the scoping definition be replaced; asking for a change is what decides it.

We believe it is drafted more broadly than is necessary or advisable, and respectfully propose that the Commission replace it with the definition of “protocol token” set out in our prior submissions.

Scope element: replacing 'crypto asset' with 'protocol token' removes tokenized tickets, loyalty points, fund interests and payment stablecoins from the regime, narrowing reach, so Loosen. Conditional, not Oppose: the letter offers a fallback revision of the Commission's own draft. Answers Questions 2, 3 and 8.

We encourage the Commission to give the distinction operative effect by making functionality an objective condition in the rule text rather than a preamble gloss.

Asks that functionality become an objective condition in the rule text rather than turn on the issuer's own description of it. The release's view that services after functionality are not essential managerial efforts (pp. 56-58) would on its own be Clarify; what carries the direction is an objective way out of the contract that does not depend on how the issuer defined functionality. The letter does not say whether functionality is an added condition or an alternative route to the exit, and such an ask is coded as a route, so the exit becomes more available: Loosen, as letters 55 and 106.

Drawing payment stablecoins back within a securities offering regime through a broad definition of crypto asset contradicts the GENIUS Act’s specific exclusion

I therefore encourage the Commission to establish clear, objective, technology-neutral rules that provide regulatory certainty while preserving consumer choice and innovation.

Supports a framework and asks for objective rules; asking for a change is what decides it. The separation of asset from contract is endorsed in general terms, which is GEN's, not P1.

I encourage the Commission to establish objective standards for determining when an investment contract has ended or ceased to exist

Asks for objective standards for when a contract has ended, naming a network being operational, widely distributed and independently maintained as what should count. Unlike letter 68 it names factors. It does not say whether they are added conditions or an alternative route to the exit, and such an ask is coded as a route, so the exit becomes more available: Loosen, as letter 57.

which CryptoFed strongly supports, particularly the proposed Startup Exemption in Rule 200

Strongly supports the proposal and asks for three clarifications and for revisions to Form NOR and Form TR Part I; asking for a change is what decides it.

the final rule establish a rebuttable presumption that an independent secondary-market sale is not an investment-contract transaction when the issuer is not the seller, receives no proceeds, and does not coordinate or promote the particular resale or resale program

Ordinary compensatory payments that do not independently satisfy Howey should not count toward the Rule 200(b)(4) offering limit.

Excludes ordinary compensation and independent resales from covered transactions, so fewer transactions consume the cap, as letters 30 and 47. Answers Questions 44, 46 and 54.

the Commission should expressly provide that reliance on Rule 400 does not constitute an admission that the crypto asset previously was subject to an investment contract

Protective Form NOR and Form TR Part I filings without an admission, and a certification of awareness in place of intent to fulfill within four years, lower the cost of using the exit, so it becomes more available. Answers Questions 62 and 134.

structure the record, leave the test alone

Accepts the Rule 400(a) test and asks for required Form TR content; asking for a change is what decides it.

The schedule would add specified disclosure requirements to the Form TR analysis without changing the substantive cessation standard in Rule 400(a).

The residual-dependence schedule is expressly stated to leave Rule 400(a) unchanged, and retaining a listed power does not by itself disqualify, which is letters 31 and 52. The skeptic reads a mandatory evidentiary schedule as letter 39's, which is Tighten. Also answers that no more objective standard should replace the Rule 400(a) test.

We respectfully recommend that the Commission use the final rule and adopting release to connect Regulation Crypto Assets to that existing infrastructure.

Supplements letter 31 with five numbered recommendations; asking for a change is what decides it.

Form NOR, Form TR and the continuing reports should use structured fields, such as Inline XBRL or another Commission-supported machine-readable format, for these data points.

Adds a structured, machine-readable EDGAR filing layer and status record for Form NOR, Form TR and continuing disclosures, the same tightening ask as letters 14, 31 and 52.

The final rule or adopting release should recognize that intermediaries may apply reasonable review periods and risk controls before changing an asset's treatment.

Structured Form TR status fields, reliance protection and intermediary review periods leave Rule 400's conditions untouched and remove no class of conduct, as in letter 31's own P13 row.

We recommend that final Rule 500 cover a qualifying secondary transaction effected by or through a registered broker or dealer, including a dealer acting as principal

Extends Rule 500 preemption to dealer transactions, which the rule as drafted excludes, the same Loosen as letter 50. Letter 31 backed Rule 500 as drafted; the dealer extension is this supplement's added ask.

The final rule should confirm that reasonable transfer controls do not, standing alone, defeat reliance on an exemption or the operation of the market.

Confirmations under the general provisions about broker-dealer participation, transfer controls and atomic settlement; no change in what is caught.

I write in support of the retail access the proposal already provides, and against three ways the Commission is being invited to narrow it.

Accepts the framework and its retail access, and asks that Rule 300(c)(2)(i)(C) be conformed to the Regulation A model; asking for a change to rule text is what decides it. A warm opening does not make it Support.

The Commission should not retain the investment limitation in Rule 300(c)(2)(i)(C) in its current form.

Would withhold the 10 percent limitation from Tier 2 offerings that will trade in an observable market, add a floor below which it never prohibits a purchase, and decline to extend any limitation to Rule 200; if one is extended, cash purchases only. Every branch widens what a non-accredited investor may buy, so Loosen, the same disapplication shape as letter 50. Oppose rather than Conditional because the letter rejects the provision as drafted, as the four earlier P8 rows do.

Adopt Rule 500 substantially as proposed. Do not condition qualified purchaser status on underwriting, broker-dealer participation, or any other measure of intermediation.

The letter backs Rule 500 as drafted and separately asks the Commission to state in the adopting release that no exemption in the regulation requires a registered broker-dealer, funding portal or transfer agent, and that no benefit is conditioned on one. That resolves what the rule requires without changing what it preempts, so Clarify, the same species as letter 15. The literalist reads 'Adopt Rule 500 substantially as proposed' as the whole of the ask and codes Support / as-proposed, as it did on letter 31. Refusing the Question 138 wealth threshold and the Question 139 intermediation test are refusals of conditions the rule does not contain, so neither is itself a direction.

While I applaud the Commission's effort to move away from regulation by enforcement, the proposed framework treats digital assets primarily as speculative financial vehicles.

Accepts the move away from enforcement-led regulation and asks for three changes to rule text and to what the rules require; asking for a change is what decides it.

Explicitly exempt tokens that are strictly utilized for programmatic micro-transactions between autonomous software/hardware agents from the definition of an investment contract.

Scope element: an express carve-out from the investment-contract definition removes a class of machine-to-machine transfers from the perimeter, so Loosen, the same shape as letter 47's Rule 100 exclusion and letter 57's narrower definition. Conditional rather than Oppose because the ask adds an exclusion to the Commission's draft rather than rejecting it.

Allow distributed technical networks to satisfy transparency requirements by submitting cryptographically verifiable, on-chain state data on Form TR in lieu of traditional corporate financial statements.

Substituting on-chain state data for financial statements removes the financial-statement requirement for a class of issuers, so Loosen - the first Loosen on P5, whose other rows are five Tighten and three Clarify. Conditional on the permissive framing of the ask, which offers an alternative route rather than removing the requirement generally; the skeptic reads the section heading and the statement that no centralized entity can produce balance sheets as a rejection of the provision as drafted, so Oppose. The letter names Form TR as the vehicle, which is the safe-harbor exit form rather than a disclosure form; the row follows the relief sought, which is not having to produce financial statements.

Explicitly state that routine software maintenance, open-source code contributions, and safety-critical firmware updates do not constitute "managerial efforts" that invalidate decentralization status.

Routine maintenance, safety patches and firmware updates by a core team are the services the release already says are not essential managerial efforts once a system is functional (release pp. 56-58; Corporation Finance staff FAQ 2.3), so asking that this be stated is Clarify. The skeptic reads 'prevents the network from ever achieving the safe harbor' and the absence of any functional qualifier as reaching further than the release's view, and codes Loosen.

It also identifies potential explanatory examples in an adopting release, without proposing mandatory on-chain proofs

Works within the framework and asks for explanatory examples in the adopting release; asking for a change is what decides it. The literalist applies the ladder's wording, under which Conditional needs a change to rule text or form content, finds none, and reads Support.

For questions 29–30, one possible explanatory approach in an adopting release is a short, non-exclusive example of a dated, scoped claim

Asks for a non-exclusive example in the adopting release and states that its evidence note is not an additional filing field or attestation requirement, so nothing Rule 103 requires changes: Clarify, on the ground letter 63 took for an adopting-release statement. The skeptic reads the worked example and evidence note as the evidentiary-basis discipline letter 5 asked the rules to require, arriving through guidance instead of rule text, and codes Tighten as on letters 15 and 23, where a permissive framing did not change the direction.

A dated mapping between past promises, completed or ceased actions, material continuing dependencies and later statements would make the issuer’s own analysis more inspectable; it would not establish safe-harbor eligibility by itself.

The dated chronology is offered as an illustration of what an issuer's existing Form TR analysis can contain, and the letter states that it would not establish eligibility or decide the legal standard, which is letters 31 and 52. Unlike letter 25 it adds no indicia and makes nothing a filing condition. Not the condition-or-route ambiguity of letters 57 and 58: on Question 131 the letter says its evidentiary distinction is not a substitute legal test.

I urge the Commission to retain that transition treatment without narrowing it, to confirm its operation in the adopting release, and to extend the same cross-statute consistency to the investment contract safe harbor in Rule 400

Accepts the framework and asks for a rule-text instruction on Rule 104 and an extension of Rule 400 to two further statutes; asking for a change is what decides it.

Retain the eligibility of individuals and groups of individuals or entities as issuers under the startup exemption, as provided in proposed Rule 200(b)(2).

Endorses Rule 200(b)(2)'s eligibility of individuals and groups exactly as drafted, as letter 8.

the adopting release should confirm that the proviso in Rule 104(a) operates without a waiver, no-action letter, or staff determination, in every covered-person capacity listed in Rule 262(a)

Supports the pre-effective-date proviso as drafted and asks the adopting release and a rule-text instruction to confirm how it operates: self-executing, in every covered capacity, with Rule 104's own effective date controlling. That changes nothing about who is disqualified, so Clarify. The skeptic weights the asks that injunction-based disqualification run five years from entry and that any waiver-by-order be available to natural persons, which narrow disqualification, and reads Loosen as on letter 21.

Without parallel treatment, an issuer’s compliant transition report could conclusively end investment-contract status for Securities Act and Exchange Act purposes

Extending Rule 400 to the Investment Company Act and Advisers Act definitions (Question 135) widens what the exit reaches, so it becomes more available, as letter 18.

To implement the extension on a durable legal basis, the Commission should invoke Investment Company Act Section 6(c) (15 U.S.C. 80a-6(c)), together with Section 38(a)

I encourage the Commission to consider three issues as it evaluates the proposed framework

Accepts the framework and asks for objective exit criteria and proportionate disclosure; asking for a change is what decides it. The literalist reads three questions put to the Commission as no request for a change to rule text or form content, and reads Support, as on letter 65.

How can the SEC ensure that financial institutions have objective and consistent criteria for determining when a crypto asset is no longer subject to an investment contract?

Asks for objective and consistent criteria for when the contract ends without proposing any factor that would change what the exit requires; definitional, so Clarify. Unlike letter 58 it names no operational or decentralization indicia, so not the condition-or-route ambiguity.

I support the Regulation. It distinguishes the token from the investment contract to which the token may be subject, and recognizes that such a contract can end

Accepts the framework and asks for changes to rule text and form content on eight issues; asking for a change is what decides it.

I ask the Commission to confirm that where equity and tokens are sold together, the equity may be sold under Regulation D or another available exemption and the token portion under the Regulation

Asks that a sale of equity with tokens not fall outside the covered-investment-contract definition, and that footnote 192's not-an-equity-security position be codified. Reach tie-break: the first, if granted, brings a common deal structure inside the regime, so Loosen. The literalist reads both as confirmations of the definition and codes Clarify.

I ask that Rule 103(b) be supplemented with the following specific items

Supports principles-based Rule 103(b) in general but adds specific items: the token's legal rights or a statement that it has none, ownership of IP, interface, domains and revenue, and token-equity conflicts. More prescription is Tighten by the P3 convention.

Request 53 asks whether $5,000,000 is the right figure. I would raise it

Raises the startup limit, counts programmatic liquidity once or net, excludes compensatory grants, adds testing the waters and a continuing status after year four. Each widens what the startup exemption permits.

I ask the Commission to replace the fixed-price requirement with a disclosed mechanism requirement.

Replaces Rule 300(c)(3)(ii)'s fixed-price requirement with disclosed, contract-enforced pricing mechanisms and repairs Rule 302(b); widens how fundraising-exemption offerings may be sold.

I support paragraph (D) as proposed, and would urge the Commission not to dilute it.

Supports the representation standard as drafted and asks the adopting release to confirm how it operates onchain, so Conditional / Clarify; opposes adding limits to the startup exemption. The skeptic reads no duty to verify or aggregate, and accredited status by representation, as making the limit less binding: Loosen.

adopting a resale safe harbor for affiliates of a covered investment contract issuer, under which an affiliate's sale is deemed not to involve an underwriter

Asks that affiliate resales be taken outside the restricted and control securities regime, or else a workable affiliate resale safe harbor; either widens insider liquidity. Adds circulating and fully diluted supply and unlock-schedule disclosure, and takes no side on Request 35's lockup.

to admit to the fundraising exemption any foreign issuer that appoints a U.S. agent for service of process and consents to U.S. jurisdiction

Scope convention: admits consenting foreign issuers, deletes or defines the US-assets prong, treats each segregated series as its own issuer and lets a designated entity act for a group. Widens who may use the regime, so Loosen.

The safe harbor should be unavailable for so long as the issuer or its affiliates hold a unilateral, discretionary power to change, halt or censor the system or to mint the token.

A disqualifier for retained unilateral powers, with Form TR disclosure of those powers, changes what the exit requires, as letters 25 and 39. Stated as mandatory, so not the condition-or-route seam. The same letter asks for successor filings and a non-admission rule, which make the exit more available; all three raters weight the disqualifier.

extending Rule 500(b), which as proposed preempts state law only for a transaction

Extends Rule 500(b) preemption to affiliate resales under the proposed safe harbor and keeps it for issuers in a continuing status after year four; the same Loosen as letters 50 and 61.

I request the Commission consider three balanced refinements

Welcomes the rule-based regime and asks for three changes; asking for a change is what decides it.

The current Startup ($5 million) and Fundraising ($75 million) caps are artificially low for the immense technical costs of building decentralized networks.

Raises the startup cap, especially into the second year; widens capacity, as letters 21 and 47.

The Commission should raise these baseline thresholds

Raises the $75 million fundraising ceiling alongside the startup cap; widens what Subpart C permits.

The SEC should explicitly clarify that routine technical maintenance, such as deploying urgent security patches, does not constitute

Asks the Commission to state that routine maintenance and urgent security patches are not managerial control, which the release already says of a functional system (release pp. 56-58; Corporation Finance staff FAQ 2.3): Clarify. The skeptic reads 'without disqualifying their token's path to decentralization' as reaching the period before functionality, which the release's view does not cover, and codes Loosen.

I support proposed Regulation Crypto Assets, including the startup exemption under Rule 200, if the final rule provides investors with more timely and reliable information.

Supports the framework on condition of added startup-exemption disclosure; asking for a change is what decides it.

An issuer that controls smart-contract code or holds investor assets should obtain an independent assessment before launch and after any material code or custody change.

Adds independent security assessments behind Rule 103(b)(6) and conditions on projections with later comparison to actual results. More prescription is Tighten by the P3 convention.

Rule 103 disclosures, amendments, and prior versions should be filed on EDGAR and remain publicly available

Moves startup-exemption disclosure onto EDGAR with prior versions retained; adds a filing venue outright, as letter 52's EDGAR exhibit.

Entity issuers should also provide annual management-prepared financial statements

Adds annual management-prepared financial statements, or a standardized schedule, to an exemption that requires none.

No additional investment limit should be imposed on non-accredited investors if these protections are adopted

Against adding an investment limit to the startup exemption; the retail-access position as drafted.

Issuers should disclose insider token allocations, vesting schedules, wallet holdings, and material sales, but the rule should not impose a uniform lockup on every project.

Adds wallet-holdings and material-sales disclosure for insiders while rejecting a uniform lockup: disclosure only, but more than the proposal requires, so Tighten as letters 50 and 54. The skeptic reads the operative ask as the proposal's own disclosure-only design, and Rule 103(b)(7) already covering allocations and lockups: Support, as-proposed.

Specified material events, including cybersecurity breaches, significant asset losses, major management changes, material development delays, and material changes in the use of offering proceeds, should be disclosed within four business days.

Adds six-monthly management-certified financial updates and four-business-day current reports to the startup exemption's annual amendment cycle; a new ongoing-reporting obligation.

I urge the Commission to adopt Regulation Crypto Assets substantially as proposed.

Asks for no change.

A seed-stage network with a handful of early believers should not have to go through the same amount of fixed costs as a well-established fund.

Defends the $5 million startup exemption's calibration as proportionate, against critics who call it deregulation.

This allows a proportionate design which scales the compliance burden to the size of the raise and the investor money at stake

Defends the tiered fundraising exemption, with financial statements as tiers rise, as drafted.

A safe harbor is a more conservative approach than a total inclusion or exclusion of the token after it is no longer like a security.

Endorses the conditional safe harbor as drafted and asks for no change to it.

should not also have to clear fifty separate state qualification regimes to reach a national pool of investors

Supports Rule 500 preemption of state registration and qualification as drafted, and against state regulators' objections.

We support keeping the representation standard.

Accepts the framework and asks the adopting release to confirm how the accreditation rule operates; primary and skeptic read that as a request for a change. The literalist reads guidance that the letter says should not be a requirement as no change to rule text, and reads Support, as on letters 65 and 68.

We suggest the adopting release confirm that an issuer relying on the fundraising exemption may treat a purchaser as accredited on the basis of a confirmation of that kind from one of those persons

Supports Rule 300(c)(2)(i)(D)'s representation standard as drafted and asks the adopting release to confirm that a Rule 506(c)-style third-party confirmation, including one recorded against a wallet, may be relied on under the same knowledge standard, optional and no stricter. As letters 66 and 70, support plus confirmations is Conditional / Clarify. The skeptic weighed Loosen and did not take it: the ask adds a form of evidence without changing who is accredited or how far the 10 percent limit reaches, unlike letter 70's no-duty-to-verify-or-aggregate asks.

DIN supports the SEC’s proposed crypto-specific offering rules, the Rule 400 safe harbor, and Rule 500 federal preemption, with the targeted changes outlined below.

Accepts the framework and asks for changes to rule text on six topics; asking for a change is what decides it.

Developers who publish code, validators who confirm transactions, node operators, and other technical participants should not face issuer-level obligations simply because they help operate the network.

Asks that passive receipt of a return not by itself create a covered investment contract, and that technical participants not be treated as issuers or promoters. Reach tie-break: if granted, both take classes of activity and actor outside the regime, so Loosen.

The final rule should expressly exclude non-transferable points, credits, or other off-chain or non-token measures of activity that are not themselves crypto assets and cannot be traded.

A non-exclusive safe harbor for protocol-generated rewards, an exclusion for non-transferable points, and pre-launch distributions counted only at the value the issuer receives. Each narrows what counts as a covered transaction, as letters 1 and 47.

DIN recommends increasing the Rule 200 limit to $10 million over the four-year startup period, with future inflation adjustments under Rule 102.

Raises the startup limit to $10 million with inflation adjustment, and counts services and non-cash contributions at the fair value received rather than a later token price. Both widen what the startup exemption permits.

DIN therefore recommends allowing formula-based pricing when the pricing method is clearly disclosed and investors can independently understand and verify how the price is determined.

Replaces the fixed-price requirement with disclosed formula pricing (Questions 91-94), the same ask as letter 70; it widens how an offering may be priced.

For decentralized projects organized through a DAO or similar structure, the Commission should also allow a foundation, administrator, or other authorized representative to submit required filings such as Form NOR, a Notice of Intent, and Form TR.

Lets a representative file for a DAO or group issuer and places filing and liability obligations only on those who control the offering. Widening who can use the regime is Loosen under the scope convention.

Filing the NOI-R400 should provide a one-time, non-renewable four-year transition period.

A notice of intent opening a four-year transition period, a no-admission provision (Question 134) and extension to the Investment Company Act and Advisers Act (Question 135) each make the exit more available, as letters 18, 59 and 66. The routine-maintenance ask restates the release's own view and does not carry the direction.

The final rule also should provide that Rule 500 preemption remains available during a compliant NOI-R400 transition period.

Supports Rule 500 and asks that preemption continue through the proposed transition period and until Form TR takes effect, which extends it past where the proposal lets it lapse.

the Commission should increase the Startup Exemption limit to reflect the costs associated with software development and compliance and protect secondary market participants from the consequences of issuer filing failures

Commends the framework and asks for two changes to rule text.

certain expenditures, such as non-cash token distributions designed to bootstrap network testing, should not count against the fundraising ceiling when they do not represent proceeds available to fund development or initial operations

Takes non-cash distributions for network testing out of the limit, so fewer distributions consume the cap, as letters 1 and 47.

My recommendation is that the Commission should expand the Startup Exemption limit under Rule 200 to double or triple the proposed amount, to $10-15 million, over the proposed four-year rolling period.

Raises the startup limit to $10-15 million over the same four years.

The Commission should separate secondary market preemption from an initial issuer’s compliance with timely reporting.

Keeps preemption for unaffiliated secondary participants on a reasonable-belief standard, or at least a 60-day grace period before delinquency affects trades; either keeps preemption in place where the proposal would switch it off.

The MiCA Crypto Alliance supports the adoption of proposed Rule 103 substantially as proposed, subject to targeted amendments.

Accepts the framework and asks for changes to Rule 103 and Form 1-CRYPTO content.

We therefore recommend a hybrid approach: narrative disclosure should remain principles-based, while factual information that benefits from standardization should be prescribed and machine-readable

Keeps Rule 103 principles-based but adds items: omitted-information statements, development milestones, rights attached to the asset, technical audit status and scope, governing law, the creator of the asset, offering mechanics, an investor summary and prescribed identification fields. More prescription is Tighten by the P3 convention.

The issuer should therefore ensure that the platform either hosts the current disclosure or provides a prominent direct link to it.

Declines a prescribed delivery method but adds dated versions with prior versions retained, availability at the trading platform where investors meet the asset, and Inline XBRL for the form. The added availability and version obligations carry the row, as letter 73.

We recommend making clear that disclosure concerning related persons should enable an investor to understand, where material, their holdings in the subject crypto asset, the resulting concentration of ownership, any lock-up, vesting or release schedule, applicable resale or transfer restrictions, and any governance or other control rights associated with those holdings.

Supports related-person resale disclosure (Question 34) and asks that it show holdings, concentration, lock-ups and control together. Disclosure only, but more than the proposal requires, as letters 50 and 54. The literalist reads 'making clear' of matters the letter says Rule 103 already captures as Clarify.

Where no jurisdiction of organization can reasonably be identified at all, the Commission should clarify whether such a structure can satisfy the underlying issuer-eligibility requirement rather than treating the issue merely as an incomplete Form 1-CRYPTO field.

Asks for guidance on who is the issuer where control is distributed and whether an unincorporated structure meets Rule 300 eligibility, while stating that the jurisdiction requirement should not be removed. Resolves ambiguity without changing who may use the regime.

It is a request that the record state what was built, what has been fixed, and what has not

Accepts the proposal and asks for three statements in the adopting release and one amendment to proposed Rule 175; the rule amendment is a change to rule text.

The proposed amendment to Rule 175 extends the forward-looking-statement safe harbor to statements made under Regulation A or subpart C, but not to subpart B

Asks that the forward-looking-statement safe harbor in the Rule 175 amendment also reach startup-exemption issuers, whose plan-of-development disclosure it notes is required. Extending a liability safe harbor to more issuers widens its reach, as letter 50's Regulation S ask.

My recommendations concern how to make the answers plain, comparable and verifiable.

Supports the principles-based approach and asks for changes to rule text and form content on four topics.

I recommend requiring that source code be published and verified on a public block explorer.

Adds non-exclusive examples of a supply and control statement under Rules 103(b)(7) and (b)(8), and requires published, verified source code for contracts that control supply where Rule 103(b)(6) asks only for code the issuer has chosen to publish. More prescription is Tighten.

I believe it should, at least for changes in the power to increase supply or alter the contract, and that the disclosure should include the transaction references

Answers Question 116: changes in control over supply or contract rules become Form 1-UC reportable events, with transaction references. Adds a reporting trigger.

I recommend that the Form TR analysis be required to address any retained power over supply or contract rules.

A mandatory Form TR discussion of any retained power over supply or contract rules, with an explanation where it is retained, changes what the exit requires, as letters 25 and 70. The skeptic weights the other half: verified on-chain renunciation to count as objective evidence for the certification, which makes the exit easier to reach for issuers who give those powers up.

Recommendations 1 to 5 are drafting. Recommendation 6 asks the Commission to state a position.

Takes no view on policy questions but asks for changes to the rule text of the definitions and to the disclosure requirements.

Recommendation 1. Choose one of the two tests and say which.

Asks the Commission to choose between origin and record-keeping in 'associated crypto network', provide for multichain and migrated assets, say whether 'distributed ledger' includes permissioned ledgers and what 'recorded on' requires. States no view on which way any should go; definitional, no change in reach asked.

Whatever form the disclosure requirements take, they should identify these four matters specifically rather than leaving them to a general requirement to disclose material information about the asset.

Names four specific items (upgrade authority, minting, freezing and destruction rights, their separation, bridged representations) in place of a general materiality requirement. More prescription is Tighten.

Recommendation 6. State expressly, in the release accompanying any final rule, whether and how a non-United States issuer may use the regime, and how it interacts with Regulation S.

Asks the Commission to state whether non-US issuers may use the regime and how it interacts with Regulation S, framed as a question with no position on the answer; as letter 68, a question that names no change is Clarify.

Congress must act to establish a fair, transparent framework that allows Americans

The Proposal is a serious and largely well-executed attempt to give crypto asset issuers a workable path to compliance under existing statutory authority, and it should be adopted.

Supports adoption and asks for changes to rule text, including proposed rule text for two new safe harbors.

We answer RFC 46 yes, and explain why the Rule 100 formula does not resolve the question for the distributions the startup exemption was written to accommodate.

Asks the Commission to say whether airdrops and reward distributions count at the consideration received or the value distributed, the measurement date, and that a documented valuation is not reopened later. Primary and literalist read resolving an ambiguity. The skeptic reads valuing network use at the issuer's own documented estimate as letting broad distributions consume less of the cap.

Add to Rule 200(d)(3) a requirement that each amendment be dated, that the issuer identify the information changed, and that each prior version of the information described in paragraph (d)(1) remain publicly accessible

Adds a dated version history at the disclosure address and an annual Form NOR amendment on EDGAR stating status and gross proceeds, as letters 61 and 73; also confirms third-party hosting and adds a five-business-day cure for outages. The skeptic reads the annual filing as the anchor for the reasonable-inquiry defense the letter proposes under Rule 500, and the cure standard as relief, so Loosen.

we ask the Commission to retain as proposed the features that make proposed Rule 200 (17 CFR 228.200) usable by the issuers it is written for

Asks that the startup exemption keep no financial-statement requirement, as proposed.

We further ask the Commission to adopt the de minimis participation carve-out RFC 52 contemplates

Moves 'substantially similar crypto asset' into Rule 100 with a de minimis carve-out for minor prior participation, and adds a solicitation-of-interest accommodation before Form NOR. Both widen what the startup exemption permits, as letter 70's testing-the-waters ask.

We ask the Commission to confirm in the adopting release that the limitation is measured with respect to the offering in which the sale occurs and is not aggregated across separate offerings.

Keeps non-accredited participation without a per-investor cap under Rule 200 (Question 55: no) and asks confirmations that the Subpart C 10 percent limit is per offering and that a purchaser's representation may cover aggregate purchases. Support plus confirmations is Conditional / Clarify, as letters 70 and 76; the skeptic reads no aggregation across offerings as Loosen, as on letter 70.

we ask the Commission to retain as proposed the features that make proposed Rule 200 (17 CFR 228.200) usable by the issuers it is written for

Asks that covered investment contracts carry no rule-based resale restrictions, as proposed; as letter 45.

is not excluded from eligibility by reason of being at a pre-revenue or development stage

Keeps individuals and unincorporated groups eligible for Rule 200 (Questions 48 and 49: no) and asks the Commission to state that an issuer with a disclosed plan of development has a 'specific business plan' under Rule 300(b)(2), leaving the blank-check prongs untouched. Resolves an ambiguity in the text as the letter reads it; no change in who may use the regime.

We answer RFC 40 directly: yes, and this is the category.

Proposes an Instruction to Rule 104 so that flat-fee ministerial service providers are not paid solicitors under Rule 262(a). Narrowing who can disqualify an issuer is Loosen, as letter 21.

We support that standard and ask the Commission to extend it beyond purchasers

A reasonable-inquiry standard for purchasers and anyone facilitating a secondary transaction, and continued preemption past the four-year mark; both keep preemption in place where the proposal would switch it off.

What the Commission can do by rule, and what we ask it to do, is exempt a defined class of ministerial service providers under Sections 36 and 15(a)(2).

In the interim, we ask the Commission to adopt a conditional safe harbor for ministerial service providers, modeled on the funding portal safe harbor at 17 CFR 227.402(b)

Proposes Rules 106 and 107, conditional exemptions from broker-dealer registration for ministerial service providers and listing platforms; also asks that Rule 200 say whether it covers non-issuer participants, that Rule 101(d) be kept as drafted and that the Section 12(g) position be codified. The safe harbors take a class of persons out of registration, so Loosen.

The proposal should be finalized only with the targeted amendments below.

Supports the framework and asks that it be adopted with amendments to rule text and forms on six topics; asking for a change is what decides it.

Participation or testing activity that produces no identifiable and reliably measurable economic benefit to the issuer has a value of zero for the offering limit.

Proposes an instruction that non-cash covered transactions count at the fair value of the benefit the issuer receives rather than the market value of the crypto asset distributed, with participation or testing that yields no measurable benefit counted at zero. Reach tie-break: framed as filling a gap, but if granted fewer distributions consume the cap, as letters 77 and 78.

Add a Part FS note requirement for material: crypto-asset classes, accounting policies, carrying amounts, restrictions, and custody

Keeps U.S. GAAP and the proposed choice of U.S. GAAS or PCAOB standards for Tier 2 audits, and adds required crypto-specific notes to the financial statements on asset classes, reporting-entity boundaries, issuance and burn obligations, related-person wallet transactions, concentrations and contingencies. Its phased fallback defers the notes but requires the same information narratively in the meantime. Adds required content, so Tighten.

For each related person, or category of similarly situated related persons when individual disclosure is not material, disclose the number and percentage of outstanding covered investment contracts and subject crypto assets beneficially owned or controlled

Rejects a universal lockup and proposes a new Rule 103(b)(4)(iv): holdings and percentages per related person, acquisition terms, vesting and release terms, unlocks expected in the next 12 months, and sales, pledges and hedges in the preceding 12 months. Disclosure only, but more than the proposal requires, so Tighten, as letters 50, 54 and 79.

Rule 300(b) appropriately seeks domestic accountability, but its requirement that more than 50 percent of issuer assets be located in the United States is poorly suited to distributed-ledger systems.

Replaces the requirement that more than half of an issuer's assets be in the United States with a domestic-organization standard (U.S. organization or unincorporated association, agent for service, books and records, principal administration, named responsible persons), so that U.S. decentralized organizations can qualify. Widening who may use the regime is Loosen under the scope convention, as letter 70.

Rule 400 and Form TR: eliminate the rule-created tacit-admission problem while retaining liability for materially false filings.

A no-admission provision (Question 134) and a deemed cessation date set at the filer's determination, if Form TR follows within 30 days, each make the exit more available, as letters 59 and 77. Liability for false filings is kept. The maintenance ask restates the release's own view and does not carry the direction.

The proposed condition creates an issuer-controlled, purchaser-borne legal cliff.

Proposes rule text under which later issuer noncompliance does not change the qualified-purchaser status of non-affiliate sellers, adds a 30-day cure for issuers and affiliates, and asks for an EDGAR status field that is not a condition. Keeps preemption in place where the proposal would switch it off, as letters 78 and 84.

Require a network name, chain identifier, and contract address or comparable immutable identifier in addition to token name or ticker.

Technical corrections: a cross-reference to Rule 300(c), consistent use of suspension and termination in Rule 305, renumbering, and a network and contract identifier alongside a token's name or ticker. Primary and literalist take the letter's own heading and read drafting work with no change in reach. The skeptic reads the identifier as an added disclosure item, so Tighten.

But whatever framework the Commission adopts, investor protection and fraud deterrence need to be built in, not added later.

Accepts that clear rules can help and asks for changes to rule text across nine topics; asking for a change is what decides it.

The final rule should set clear minimum required elements so investors can compare offerings and misleading omissions are easier to spot

Adds minimum required disclosure elements on promoters and conflicts, control of the network and admin keys, and safeguarding of proceeds, disclosure of compensation for paid promotion in every promotion, and a plain-English risk summary for startup-exemption offerings. More prescription is Tighten.

All of it should be filed on EDGAR in a searchable format and kept current.

Asks that the disclosure be filed on EDGAR in a searchable format and kept current, which the proposal does not require for all of it. Adds a filing requirement, so Tighten, as letter 52.

I also urge a baseline of financial information and a plain-English risk summary for startup-exemption offerings.

Adds a baseline of financial information to the startup exemption, which requires no financial statements, as letter 73.

In response to Request for Comment 55, I urge the Commission to apply a similar limit to the startup exemption.

Supports the 10 percent investment limit for non-accredited investors in the fundraising exemption and asks that a similar limit apply to the startup exemption (Question 55). Extends the limit to offerings it does not reach, so Tighten.

I urge minimum lockup periods for founders, promoters, and related persons, and prompt public disclosure of their sales.

Asks for minimum lockup periods for founders, promoters and related persons, prompt disclosure of their sales, and disclosure of insider allocations and vesting terms. A holding period where the proposal relies on disclosure, so Tighten.

The Commission should also consider whether people tied to prior crypto-specific frauds that fall outside the listed disqualifying events should be covered.

Supports Rule 104, asks that waivers be rare and publicly explained, and that the Commission consider covering people tied to prior crypto-specific frauds outside the listed events. Widening what disqualifies is Tighten, as letter 50.

limit the safe harbor to issuers that actually completed their promised efforts

Would limit the safe harbor to issuers that completed their promised efforts, or require a public accounting of the use of proceeds before an issuer that ceased its efforts can rely on it; adds a named-officer certification on Form TR, voids the safe harbor where Form TR was materially false or insiders sold heavily before filing, and lets the Commission object within a set period. Each makes the exit less available, so Tighten, as letters 25 and 54. Primary and literalist read a letter that would keep the safe harbor with these conditions; the skeptic reads the conditions, together, as rejecting the self-certified exit as drafted, as letters 51 and 54.

The final rule should say clearly that state antifraud authority is unaffected

Accepts preemption of state registration and qualification and asks the final rule to state that state antifraud authority is unaffected, with filing and complaint data shared with the states. No change to what preemption covers, so Clarify.

I urge the Commission to finalize it promptly.

Supports the proposal and asks that it be finalized promptly, with an explicit transition provision for tokens already outstanding. That is a change to rule text, so Conditional.

I ask only that the final rule resist the temptation to expand the topic list into a de facto line-item regime through guidance.

Supports the principles-based Rule 103 framework as proposed and asks that it not be expanded into line items through guidance.

If the Commission layers financial-statement or audit requirements onto this exemption in the final rule, it will defeat its own purpose.

Asks that the startup exemption keep no financial-statement or audit requirement, as proposed, as letter 84.

a defined window for existing issuers to come into compliance under the new exemptions and safe harbor, without prejudice for pre-rule conduct undertaken in good faith

Supports the safe harbor, asks for concrete guidance on what satisfies completion of essential managerial efforts, and asks for a transition provision under which issuers of tokens already outstanding can come into compliance under the exemptions and the safe harbor without prejudice for pre-rule conduct undertaken in good faith. Primary and skeptic read the transition ask as making the exit available to issuers of tokens already outstanding without regard to pre-rule conduct, so Loosen, as letters 38 and 42. The literalist notes that the release already makes the safe harbor available to issuers that have not used the exemptions (p. 166) and reads the guidance ask, which names no factor, as Clarify.

The Commission has the authority to act

Argues that the Commission has the authority to finalize the rules without waiting for market-structure legislation.

The recommendation is narrower: preserve an administrable record of the evidence, dependencies, decision conditions, and revalidation triggers that support material reliance decisions.

Takes no position on the substantive scope of the exemptions or the safe harbor and asks for a record of the conditions on which reliance rests; asking for a change is what decides it.

should not automatically persist after a material change to that condition

Asks that issuers relying on the safe harbor keep a Reliance Conditions Record of the evidence and dependencies behind that reliance, and that reliance be re-evaluated when a fact essential to it changes. Primary and skeptic read reliance that can lapse after a material change as making the exit less permanent, so Tighten, as the same filer's letter 5. The literalist credits the letter's statement that the recommendation is procedural and evidentiary and takes no position on the safe harbor's scope, so Clarify, as letters 31 and 52.

This pronouncement might also include some rules for determining the basis of securities

Accepts the framework, supports Rule 100 as drafted, and asks for wash-sale and basis rules, insider lockouts and a reasonableness standard for secondary preemption; asking for a change is what decides it.

do appear to be clear and in plain American English, understandable and practicable for the investor.

States that Rule 100 should be adopted without qualification and that the definitions of covered investment contract, covered transaction, subject crypto asset and related party are clear and practicable. Asks for no change.

a principles – based approach in this provision as oriented towards minimizing regulatory and compliance work and worries is called for, possibly and probably.

Supports Rule 103's principles-based disclosure for the varied structures of crypto offerings. Asks for no change.

Disclosure controls as established for covered contracts and crypto investments should probably control the lockout period for insiders

Asks that tokenized equities in initial offerings be subject to lockouts and that disclosure controls govern a lockout period for officers, founders, consultants, advisors and family. Primary and skeptic read a lockout period for insiders where the proposal relies on disclosure, so Tighten, as letter 86. The literalist reads the explicit lockout ask as addressed to tokenized equities, which the regime does not cover, and the covered-contract sentence as leaving insider resale to disclosure, as proposed.

It is possible third – parties will be able to reasonably determine the status of issuers, and in this there must be a standard for reasonableness in compliance.

Describes Rule 500, including that secondary preemption lapses when the issuer falls behind in its filings, and asks for a standard of reasonableness for trading facilities and investors determining whether an issuer is current. Primary and skeptic read it as the reasonable-belief standard of letters 78 and 84, which keeps preemption in place where the proposal would switch it off, so Loosen. The literalist reads an ask that names no standard and no change to when preemption lapses as Clarify.

The SEC should adjust for inflation the startup exemption and the two tiers of the fundraising exemption periodically.

Supports Rule 102's periodic inflation adjustment of the exemption limits, which the proposal provides at least once every five years (Question 23). The skeptic reads the suggestion that stakeholder recommendations inform the adjustments as an ask about the process, so Clarify.

Keystone supports both Commissions’ goal of replacing regulation by enforcement with clear, purpose-built rules

Supports the proposal's goal and asks for changes across twelve recommendations, several of them to rule text; asking for a change is what decides it.

Either expand Regulation Crypto Assets, or adopt a companion tokenized-RWA exemption

Asks that investment contracts tied to off-chain assets, which the definition's third prong excludes, be brought within the regime, either by removing that prong or through a companion exemption with principles-based disclosure, and asks for a tailored disclosure path for tokenized notes. Widens what may use the regime, so Loosen.

Each token has one disclosure record, filed once with the Joint Digital Asset Office (on EDGAR) and anchored on-chain by a hash in the token’s metadata.

Asks for one disclosure record per token, filed on EDGAR in a structured, machine-readable format, updated on material events and relied on by both agencies and every venue, with a public machine-readable register of effective Form TRs. Adds a filing requirement and a format, so Tighten, as letters 50 and 86. The skeptic reads the operative aim, one filing in place of parallel issuer and venue disclosures, as reducing what is required, so Loosen.

Raise the SEC’s proposed startup exemption from $5 million to $20 million over four years, while keeping the disclosure and bad-actor protections.

Raises the startup exemption from $5 million to $20 million over four years, keeping its disclosure and bad-actor conditions, and asks for one low-cost joint filing for startups. Widens what the exemption permits, so Loosen, as letter 77.

Provide that any SEC determination that a Form TR was deficient applies only after notice.

Asks that a finding that a Form TR was deficient apply only going forward, after notice; that intermediaries relying in good faith on an effective Form TR be protected; that a 60-day objection window give a fixed date after which the handoff binds; and that compliance controls kept solely to meet legal obligations not count as essential managerial efforts. Each makes the exit more available or more final, so Loosen. Retained freeze and clawback controls reach beyond the maintenance and security services the release already excludes (pp. 56-58).

Federal preemption should not end at the moment a token leaves the securities regime.

Asks that preemption not lapse when an asset exits under Rule 400, through Rule 500 continuity at exit or a federal spot-market registration path, with state antifraud authority kept. Keeps preemption in place where the proposal would switch it off, so Loosen, as letters 78 and 84.

We respectfully ask the SEC to reopen or extend its comment period so that it runs at the same time as the CFTC ANPRM

Asks the Commission to reopen or extend the comment period to run with the CFTC's advance notice, and to hold a joint roundtable before either agency finalizes its rules.

addresses which trading venues may be used for covered investment contracts during the startup and fundraising exemption periods

Asks for a joint rule or interpretive release assigning secondary trading in subject crypto assets to a single regime while the investment contract lasts, and saying which venues may trade covered investment contracts during the exemption periods. No change in what is caught, so Clarify, as letter 61.

We support the proposal’s core design: principles-based disclosure, a startup exemption that does not turn on where a team is located

Supports the core design and asks for five targeted changes to rule text and forms; asking for a change is what decides it.

An issuer may provide information required by paragraph (b) of this section by including in its disclosure information prepared in accordance with the disclosure

Proposes a note to Rule 103 letting an issuer answer the Rule 103(b) items with its MiCA or VARA white paper, plus a reconciliation table and a US supplement for anything those documents omit. Primary and skeptic read a second permitted form of the same disclosure as less prescription, so Loosen; the literalist credits the note's requirement that every Rule 103(b) item still be given, so Clarify.

US GAAP or IFRS as issued by the IASB, which the Commission accepts from Canadian Regulation A issuers

Asks that a non-US issuer may present financial statements under IFRS as issued by the IASB as well as US GAAP, with Tier 2 audits as proposed (Question 105). Adds an accepted basis of preparation where the proposal allows one, so Loosen.

We recommend admitting non-US entities on conditions that each answer a stated concern

Keeps Rule 300(b)(1) and adds a route for non-US entities that file Form F-X, keep a US agent, give enforceability disclosure and accept the bad-actor extension; at a minimum admits Canadian issuers and applies the business-contact tests in the alternative; opposes a domicile test for the startup exemption (Questions 49 and 50). Admits issuers the rule as drafted excludes, so Loosen under the scope convention, as letters 50 and 70. The skeptic reads the rejection of the cumulative US tests as Oppose.

Rule 104 should add final orders of a foreign securities, financial services or virtual asset regulator

Adds final orders of a foreign securities, financial services or virtual asset regulator to the disqualifying events, widening what disqualifies, as letter 50.

Neither the filing of a transition report on Form TR nor reliance on this section shall be deemed an admission

Supports Rule 400 (Question 124) and asks for a no-admission provision (Question 134), a certification by the issuer through its signatory on a knowledge standard, and confirmation that non-US issuers that sold only offshore may rely on it; each makes the exit more available, as letters 59, 77 and 85. It also asks that the analysis stay mandatory and set out each promised effort with its source, evidence and date of completion. Primary and literalist weigh the availability asks; the skeptic reads the defined, mandatory analysis as changing what the exit requires, as letters 25 and 54.

are not counted toward the offering limits in § 228.200(b)(4) or § 228.300(a)

Asks for a note to Rule 100, modeled on Rule 500(g), excluding a disclosed, flowback-guarded offshore Regulation S tranche from the offering limits, which takes sales out of the computation, so Loosen, as letter 50. Also asks for integration and single-website confirmations and an instruction to the Form 1-CRYPTO legality opinion setting which law it addresses and that it need not address whether the asset is a security.

Do not build another layer of rules around users while leaving the open vectors exposed. Build the security architecture first, then regulate the system that operates inside it.

The opening thesis is that the proposal has no security architecture and the closing ask is to build that first and regulate after, so the rules should not proceed as drafted. The skeptic reads an ask for added security measures within the framework as Conditional.

The people who actually need legitimate access to capital, markets and digital value should not bear increasingly restrictive limits

Argues that limits on what participants may transact constrain legitimate participants while doing little against sophisticated criminals, and that restrictions on users should not expand until the security architecture works. Rejects participant limits, so Loosen.

I support that disclosure. It is not sufficient, for a reason the proposal's own record supplies.

Supports the related-person disclosure and asks for a redefinition, a parity condition on both exemptions and wider disclosure; asking for a change is what decides it.

The Commission should revise the definition so that it leads with a functional test and follows with the enumerated roles

Asks that the definition of related person lead with a functional test reaching anyone who acquired subject crypto assets before the first public offer or on terms not then available to the public, including non-controlling pre-offering investors and their non-market transferees, with the enumerated roles kept (Question 11). Widens who is a related person, so Tighten under the scope convention. The skeptic reads the opening answer that the definition does not cover the appropriate scope as Oppose.

apply the affiliate sub-limits in Rule 300(a)(1) and (a)(2) to all related persons

Keeps selling securityholders in both tiers (Question 81) but extends the affiliate sub-limits to all related persons, permits a related person to sell only units its restrictions have released, and requires its acquisition price beside the offering price. Narrows what selling securityholders may sell, so Tighten.

The Commission should require a restriction, but not a number. It should require parity.

Rejects a fixed holding period and asks that both exemptions be conditioned on parity: no related person may transfer, or hedge, a greater proportion of its holdings sooner than founders, directors and executive officers, with any waiver applied to all (Question 35). Also adds disclosure of each related person's acquisition date and price, known hedges, side letters and waivers, an aggregate release schedule, and related-person holdings on Form TR (Questions 34 and 153). Adds a resale condition where the proposal requires disclosure only, so Tighten, as letters 32 and 86.

The Commission should add the following: exceeding the limits set in Rules 200 and 300 is significant per se.

Addresses one provision and asks for a change to its rule text; asking for a change is what decides it.

The Commission should add the following: exceeding the limits set in Rules 200 and 300 is significant per se.

Asks that Rule 101(d) state, as Regulation A's Rule 260 does, that exceeding the startup or fundraising offering limit is never an insignificant deviation (Question 18). Primary and skeptic read the loss of facts-and-circumstances relief for any overage as Tighten; the literalist follows letter 21, whose ask to borrow the Rule 260 structure was coded Clarify.

Advance the objectives of Regulation Crypto Assets, subject to the operational clarifications described above.

Supports the framework and asks for operational clarifications and a reliance standard for intermediaries at the safe-harbor transition; asking for a change is what decides it.

provide reasonable reliance protection for regulated intermediaries that act in good faith based upon issuer certifications and Commission filings

Supports Rule 400 and asks when broker-dealers and ATS operators may rely on an issuer's certification or Form TR, what diligence they are expected to do, how open orders, positions and pending transactions are treated at the transition, and for good-faith reliance protection for intermediaries. Leaves Rule 400's conditions untouched and removes no class of conduct, as letters 31 and 61, so Clarify.

Rialto strongly encourages the Commission to retain the federal preemption provisions substantially as proposed, including the conditions applicable to secondary-market preemption.

Asks that Rule 500's preemption of state registration and qualification, including its conditions on secondary-market preemption, be kept substantially as proposed, with state antifraud authority preserved; no change asked.

At the very least, Regulation Crypto should be reproposed to address two fundamental weaknesses.

The opening thesis is that the proposal is deeply flawed and should at least be re-proposed, and the close repeats that it should be re-proposed, so Oppose.

Second, the emphasis on principles-based disclosure compliance is overdone.

Argues that the case for principles-based disclosure has not been made and that the crypto-specific topics in Rule 103(b)(5)-(9) could be met through new Regulation S-K items or instructions, with management keeping the discretion it has under items such as MD&A. More prescription, so Tighten.

The proposed Startup Exemption is a serious departure from the nearly century experience of the U.S. securities laws.

Argues the Startup Exemption is unneeded given Regulation A and Regulation Crowdfunding and notes it requires no financial information or narrative on financial condition. Rejecting the exemption in favor of existing exemptions with more required disclosure is Tighten, as letter 10.

This could be addressed simply by amendments to Regulation A or Instructions to Regulation A.

Argues the Fundraising Exemption largely mimics Regulation A with modest softening and that covered investment contracts could instead be made eligible under Regulation A by amendment. Rejecting the new exemption for Regulation A's requirements is Tighten, as letter 10.

Resale, as the Securities Act clearly directs, requires either registration or an exemption.

Rejects the proposal's treatment of covered investment contracts as not restricted securities and asks that resales require registration or an exemption such as Rule 144, as for any other investment contract. Adds a resale restriction where the proposal requires disclosure only, so Tighten.

disqualification provisions give a free pass to become involved in the crypto asset industry after earlier misconduct

Rejects the provision that keeps Rule 104 from reaching convictions, orders and bars issued before its effective date, contrasting the broker-dealer disciplinary standards, which have no such limit. Widening who is disqualified is Tighten, as letter 50.

I ask only that the Commission recognize permanent wrapping as one clear option for issuers whose business fits it.

Accepts the framework and its transition path and asks for confirmations about digital-tool tokens held in a permanent security wrapper; asking for a change is what decides it.

a token functioning as a digital tool, and conveying no economic rights, does not become a security because a separate wrapped form exists

Supports keeping the exclusivity prong of the covered investment contract definition as proposed (Question 6) and asks the adopting release or guidance to confirm that a token working as a digital tool and carrying no economic rights does not become a security because a separate, permanently wrapped form is sold as a security, with the on-chain wrap as the objective line; also asks that later rulemaking on digital securities cover exempt offerings (Question 5). Primary and skeptic read the confirmation as taking that token outside the regime's reach, so Loosen under the reach tie-break; the literalist credits the confirmation framing and the support for the definition as drafted, so Clarify.

expand the Rule 400 Safe Harbor to protect good-faith issuers who reasonably rely on existing Commission interpretations

Supports the proposal and the 2026 Interpretation and asks for a definition, a codification and an expanded safe harbor; asking for a change is what decides it.

We suggest that the proposed rule formally adopt the delineation between types of assets included in the March 2026 Interpretation.

Asks that the rule codify the 2026 Interpretation's asset categories, particularly digital commodities, so issuers can tell whether Rule 400 is needed (Question 131). Primary and literalist read a codification of the Commission's own categories as definitional, with no change in what is caught, so Clarify; the skeptic reads the stated purpose, that an asset already a digital commodity would need no transition report, as taking a class of assets out of the regime, so Loosen.

issuers filing Form TR are immunized from actions taken in good faith and not knowingly in violation of a reasonable interpretation of the securities laws

Asks that issuers filing Form TR be shielded from enforcement for conduct before the rule taken in good faith in reliance on the 2019 staff framework and the 2025 and 2026 Commission guidance, by analogy to Section 19(a) (Question 134). A shield for past conduct makes the exit more available, as the non-admission asks in letters 50 and 70 and letter 90's prospective-only deficiency finding, so Loosen. Its separate ask that the release's view that securing, maintaining and upgrading a functional network is not essential managerial effort apply to all issuers (Question 132) restates that view and would be Clarify alone under the maintenance convention; the shield carries the row.

We support both Proposals. They are thoughtful, proportionate, and overdue.

Supports the proposal and asks for objective safe-harbor criteria, an integration confirmation, on-chain delivery and Tier 1 requirements no greater than Regulation A's; asking for a change is what decides it, not the warm opening.

The Rule 103 disclosure topics are appropriately tailored.

Supports the Rule 103 topics as drafted and asks that the forms stay streamlined; no change asked.

permit delivery of disclosure through the issuer’s website and on-chain

Asks that disclosure may be delivered on-chain as well as through the issuer's website, where the proposal relies on the website. Primary and skeptic read a second permitted channel as less prescription on where disclosure lives, so Loosen; the literalist notes the letter does not say the proposal rules out on-chain delivery and reads it as Clarify.

calibrate the financial statement and ongoing reporting requirements for Tier 1 of the fundraising exemption so that they do not exceed those of Regulation A

The same sentence asks that Tier 1 financial statement requirements not exceed Regulation A's. Tier 1 statements under the proposal, like Regulation A's, need no audit, so primary and literalist read no change in what is required: Clarify. The skeptic reads a ceiling set at Regulation A as Loosen.

We support the $5 million startup exemption

Supports the Startup Exemption at the proposed $5 million; no change asked.

tier fundraising exemption

Supports the two-tier Fundraising Exemption as proposed; no change asked on its tiers or caps.

calibrate the financial statement and ongoing reporting requirements for Tier 1 of the fundraising exemption so that they do not exceed those of Regulation A

Asks that Tier 1 ongoing reporting not exceed Regulation A's. The proposal requires periodic and current reporting from Tier 1 issuers (Question 117), which Regulation A does not, so primary and skeptic read the ask as removing it: Loosen. The literalist notes the letter names no report to drop and reads a calibration request as Clarify.

We urge the Commission to make the criteria for completion or cessation of essential managerial efforts as objective and administrable as possible, with illustrative examples

Supports the safe harbor and its certification and asks for objective, administrable criteria with illustrative examples, without proposing any factor that would change what the exit requires; definitional, so Clarify, as letter 68.

We strongly support Rule 500

Supports Rule 500's preemption of state registration and qualification for offerings and for secondary transactions while the issuer is current, with state antifraud authority preserved; no change asked.

recommend that the final rule confirm that offerings under Regulation Crypto Assets will not be integrated with offerings made in reliance on Regulation D

Supports Rule 102's inflation adjustment and asks the final rule to confirm that offerings under Regulation Crypto Assets will not be integrated with offerings under Regulation D, Regulation A or Regulation Crowdfunding. A confirmation under the general provisions with no change in what is caught, so Clarify, as letters 21 and 61.

VeloxVFX respectfully recommends a canonical SEC record, a readable public mirror, material-event amendments, retained prior versions, structured transition evidence, and an express statement that Rule 400 reliance does not itself constitute a prior-status admission or Commission determination.

Supports the framework and asks for added Rule 103 content, an EDGAR record with a website mirror, event-driven amendments, a Form TR evidence schedule and a no-admission instruction; asking for a change is what decides it.

The proposed definitions are directionally useful, but their durability will depend on functional rather than product-specific drafting.

Treats the definitions as directionally useful and asks that they be drafted functionally and that the issuer identify its asserted native network, the evidence for it, its dependencies and any migration, and the operative arrangement that forms the covered investment contract (Questions 4, 5 and 8). Resolves what the definitions mean without changing what they catch, so Clarify.

Rule 103 should be adopted with revisions that make lifecycle state, responsibility, source evidence, and material changes easier to identify.

Accepts principles-based disclosure and asks for express added Rule 103 requirements (responsible persons, current status, dependencies, evidence sources, prior versions, the date each state was last assessed) and a compact set of required common fields on top of it (Questions 26, 28 and 29). Adds prescription where the proposal leaves content to the issuer, so Tighten, as letter 98.

Use EDGAR as the authoritative filing location.

Asks that EDGAR carry the authoritative record, with the issuer's website a linked mirror that keeps prior versions or an amendment ledger, an event-driven amendment duty alongside the annual update, field-level change statements, and retention of the disclosure for an archival period after reliance ends (Questions 32, 65, 66, 68 and 69). The proposal puts the disclosure on the issuer's website; adding an EDGAR filing and version and retention duties is Tighten, as letters 14, 31, 52 and 73.

Form TR should require an analysis supporting the Rule 400 determination.

Supports Rule 400 on conditions: a Form TR schedule mapping each represented effort to its status, responsible actor and dated evidence, with an analysis rather than a certification alone (Questions 71, 128 and 130); a separate condition that the analysis address intentions to undertake new essential managerial efforts, so that a technical completion event alone does not suffice (Question 131); and guidance that automation, decentralization or third-party participation does not itself establish cessation (Question 132). Those change what the exit requires, as letters 25 and 39, so Tighten. The request for an express no-admission instruction (Question 134) makes the exit more available and does not carry the row, as on letter 70.

While I applaud the Commission's effort to move away from regulation by enforcement, the proposed framework treats digital assets primarily as speculative financial vehicles.

Accepts the move away from enforcement-led regulation and asks for three changes to rule text and to what the rules require; asking for a change is what decides it.

Explicitly exempt tokens that are strictly utilized for programmatic micro-transactions between autonomous software/hardware agents from the definition of an investment contract.

An express carve-out from the investment-contract definition removes a class of machine-to-machine transfers from the perimeter, so Loosen, the same shape as letter 47's Rule 100 exclusion and letter 57's narrower definition. Conditional rather than Oppose because the ask adds an exclusion to the Commission's draft rather than rejecting it.

Allow distributed technical networks to satisfy transparency requirements by submitting cryptographically verifiable, on-chain state data on Form TR in lieu of traditional corporate financial statements.

Substituting on-chain state data for financial statements removes the financial-statement requirement for a class of issuers, so Loosen. Conditional on the permissive framing of the ask, which offers an alternative route rather than removing the requirement generally; the skeptic reads the section heading and the statement that no centralized entity can produce balance sheets as a rejection of the provision as drafted, so Oppose. The letter names Form TR as the vehicle, which is the safe-harbor exit form rather than a disclosure form; the row follows the relief sought, which is not having to produce financial statements.

Explicitly state that routine software maintenance, open-source code contributions, and safety-critical firmware updates do not constitute "managerial efforts" that invalidate decentralization status.

Routine maintenance, safety patches and firmware updates by a core team are the services the release already says are not essential managerial efforts once a system is functional (release pp. 56-58; Corporation Finance staff FAQ 2.3), so asking that this be stated is Clarify. The skeptic reads "prevents the network from ever achieving the safe harbor" and the absence of any functional qualifier as reaching further than the release's view, and codes Loosen.

My main recommendation is that the final framework focus more directly on the information investors actually need to understand the difference between:

Supports the effort to write clearer rules and asks for added Rule 103 content, a fuller Form TR record, a machine-readable EDGAR status record and intermediary reliance protection; asking for a change is what decides it.

I would like to see Rule 103 require a short, standardized token-economics section covering things such as:

Supports Rule 103 and asks that it require a standardized token-economics section (supply and future issuance, insider and treasury allocations, lockups and unlocks, what the token is required for, which asset pays fees and where they go, the holder's rights, how network activity affects token demand or supply), disclosure of material infrastructure dependencies, and a plain account of what a staking arrangement does. Adds prescribed content where the proposal leaves content to the issuer, so Tighten, as letter 98.

EDGAR could have a simple machine-readable record showing the exemption being used, whether required filings are current, whether Form TR has been filed,

Asks for a machine-readable EDGAR record of the exemption relied on, whether required filings are current, whether Form TR has been filed, the transition date the issuer claims and any later correction, stated to reflect what the issuer filed and not an SEC endorsement. Adds an EDGAR record where the proposal relies on the issuer's website, so Tighten, as letters 61 and 90. The reliance protection asked for in the same passage is coded under P13.

I do not think Form TR should become a box-checking exercise where an issuer simply states that its essential managerial efforts are finished.

Supports a path for the investment contract to end and asks that Form TR show what was promised, where, whether it was completed or abandoned, when, on what evidence and what remains; that abandonment not be presented as completion; that a materially wrong Form TR be corrected; and that Rule 400 weigh retained powers (minting, contract changes, halting, treasury, governance, with a limited emergency or legal-compliance power not disqualifying) and economic dependence on issuer-funded support. Those change what the exit requires, as letters 25, 39 and 70, so Tighten. The requests that filing Form TR not be treated as an admission, with an antifraud carve-out, and for good-faith reliance protection and a clear operational transition for intermediaries make the exit more available or clarify it and do not carry the row, as letters 70 and 96.

New Rule 401 would not replace or modify proposed Rule 400, but would codify analysis and conclusions the Commission has already drawn.

Accepts the framework and Rule 400 and asks that a new Rule 401 and two definitions be added to the rule text; asking for a change is what decides it.

we recommend that the Commission, as part of Reg Crypto, adopt Rule 401 and accompanying definitions providing that a CIC ceases to exist once the associated crypto network or associated crypto application is functional and not controlled.

Asks for a new Rule 401 under which a covered investment contract ceases to exist once the associated network or application is functional and not controlled, as a route beside Rule 400 that leaves Rule 400 as proposed: self-executing, with no filing as a condition, an optional Form TR certification, and a rebuttable presumption for a public statement by listed persons on which unaffiliated persons may rely (Questions 125, 131 and 134). A second, non-exclusive route into the exit makes it more available, so Loosen, as letter 55's second route. The request to reserve the word functional for the technology analysis is definitional and does not carry the row.

Because this letter concludes that it does not, the proposed rules should be reconsidered as set out below rather than adopted as proposed.

The opening thesis is that the investment contract frame does not fit the asset class and the rules should be reconsidered rather than adopted as proposed, so Oppose. The skeptic weighs the closing statement that each of the three changes can be made within the current rulemaking without discarding its work and reads Conditional.

For the remaining functions, the adopting release should state that Regulation Crypto Assets does not apply.

Offers a nine-function taxonomy as a replacement for the single-instrument frame and asks that the exemptions, disclosure and safe harbor reach only speculative trading on a securities market, access-and-rights tokens, tokens representing an underlying security, and transaction fees intrinsic to a traded security, with the adopting release stating that the regulation does not apply to every other function, and that classification attach at the point of use rather than at issuance. The letter says this is not a narrowing of authority, but removing the excluded functions from the regime narrows what is caught, so primary and literalist read Loosen under the reach tie-break. The skeptic weighs the other half of the scope list, which brings access-and-rights tokens into the regime with public-offering disclosure and privacy requirements and keeps securitized transactions out of the startup exemption, and reads Tighten.

Tokens issued before a protocol or chain is operational, solely for community development and participant incentive, should not be treated as an unregistered securities transaction where they are not transferable for value until the protocol operates.

Would fold the startup exemption into a pre-certification instrument: tokens issued before the protocol operates, not transferable until it does, held by roughly 500 to 1,000 holders with founders capped at 5% and influencers at 10%, and proceeds applied to the build. The startup exemption as proposed has none of these conditions, so primary and skeptic read Tighten. The literalist takes the stated relief, that such tokens should not be treated as an unregistered securities transaction, and reads Loosen.

they cannot sell for one year from the date the chain or protocol goes live, and then are subject to the volume limitations for the entirety of their holding.

Adds resale restrictions where the proposal treats covered investment contracts as not restricted securities: sales eligible 30 days after launch, a volume limit of 1% of outstanding tokens for six months for pre-certification holders, and founders and influencers treated as affiliates under Rule 144, barred from selling for one year and then volume-limited throughout. A holding period where the proposal has none is Tighten, as letter 86.

Accordingly, issuers will need to be required to supplement disclosure each time a new function is enabled.

Asks that issuers supplement disclosure whenever a token gains a new function, notify the regulator when a function ends, and that reporting parties share relevant transactions with the agency for matching, as with tax reporting. Adds event-driven and transaction-level reporting to the proposal's periodic and current reports, so Tighten.

Intrastate offerings are the clearest case: an issuer operating in a single state may have no reason to use the federal exemption, in which case state registration remains the only live requirement and the proposal provides no relief.

Notes that Rule 500 preempts state registration only for offers and sales under the exemptions and certain secondary transactions, and that offerings outside them, intrastate offerings above all, get no relief. Primary and skeptic read an ask that state relief reach further than preemption as drafted, so Loosen, as letters 50 and 70 extend it. The literalist finds no stated remedy, only a gap identified, and reads Clarify.

Extending Howey to circumstances never contemplated by Howey, with a regulatory context so far removed from the reality of the operations and the risk for the participants, is unlikely to be as persuasive as it was in the Chevron era.

The stated justification for the rule is therefore defeated by an adjacent regime the rule does not reach.

Code only, no stance or direction, excluded from the Overall tally. Argues that state money transmission licensing means an issuer that satisfies every requirement still cannot operate, so the rule cannot deliver the capital-formation benefit offered as its justification.

I strongly encourage the Commission to establish comprehensive, standardized public disclosure requirements for cryptocurrency issuers that are comparable to the transparency requirements applicable to publicly traded companies in the United States.

Comments on the framework without rejecting it and asks for disclosure and reporting comparable to public-company requirements; asking for a change is what decides it.

These requirements should be standardized so that investors can evaluate different projects using consistent, reliable information.

Asks for standardized disclosure comparable to public-company filings: financial condition, ownership and control, capital structure and token supply, financing and issuance arrangements, and material developments. More prescription than principles-based Rule 103, so Tighten, as letter 98.

I encourage the Commission to establish a centralized, publicly accessible reporting system for crypto issuers, whether through EDGAR or a comparable framework.

Asks for a centralized public filing system, through EDGAR or a comparable framework, with historical filings and amendments and free machine-readable data. The proposal puts the disclosure on the issuer's website; adding a central filing record is Tighten, as letters 14, 31, 52 and 102.

Financial statements, revenue, expenses, assets, liabilities, and material financial risks.

Lists financial statements among the disclosures crypto issuers should provide where applicable, and asks that the exemptions not reduce the material information available. The startup exemption requires no financial statements, so Tighten, as letters 73 and 86.

Insider transactions and material changes in ownership.

Asks for disclosure of insider transactions and material changes in ownership, and for beneficial ownership and insider transaction reporting where applicable. Disclosure only, but more than the proposal requires of related persons, so Tighten, as letters 73 and 86.

I encourage the Commission to consider ongoing reporting requirements comparable in purpose to Forms 10-K, 10-Q, 8-K, and applicable beneficial ownership and insider transaction filings.

Asks for ongoing reporting comparable in purpose to annual, quarterly and current public-company reports, beyond the proposal's Forms 1-KC, 1-SC and 1-UC. More reporting than the rule requires, so Tighten, as letter 73.

I support the proposed Regulation Crypto Assets.

Supports the proposal and asks for no change.

For a bootstrapped founder with no outside backing, being able to raise up to five million dollars at home, under clear rules, is the difference between building in the United States and being told to set up offshore.

Supports the startup exemption at the proposed $5 million as the path for his own pilot project; no change asked, as letters 74 and 101.

I ask for an affirmative, legally usable outcome—not only a workaround for Form TR.

Works within the proposal and asks for an amendment to Rule 400(b), objective criteria for legacy networks and named-party guidance; asking for a change is what decides it.

permit a rigorously documented filing by an identifiable independent filer when the original issuer has ceased operating and no authorized successor can file.

Asks that Rule 400(b) let an identifiable independent filer satisfy the Form TR filing condition when the issuer has ceased operating and no successor can file, with the Rule 400(a) test still mandatory, and asks for objective criteria in the final rule for legacy networks without functioning issuers and a named-party route to written staff relief. Opens the exit to networks whose issuer cannot file, so Loosen, as the same filer's letter 42.

The recommendations above would make the regime easier to verify for investors and for the independent parties they rely on, at little added cost to issuers.

Supports the framework and asks for drafting changes to Rule 103, Form TR, filing format and issuer eligibility; asking for a change is what decides it.

We suggest the adopting release state that the analysis turns on the rights attached to the crypto asset, not on the network’s field of application.

Supports the condition that no asset other than a nonsecurity crypto asset may be subject to a covered investment contract and asks the adopting release to confirm that tokens representing real-world assets, securities or revenue shares fall outside the definition, and that a network token is not excluded because the network serves tokenized-asset markets (Questions 5 to 7). Primary and literalist read confirmations of the definition as drafted, so Clarify. The skeptic weighs the second confirmation, which keeps data and attestation networks for tokenized assets eligible, as widening who may use the regime, and reads Loosen.

Make privileged on-chain control a specific Rule 103 disclosure item, and require prompt updates when it changes.

Asks that Rule 103 require essential managerial efforts as discrete milestones with objective completion criteria, target dates and published evidence, reported on in each annual update, and that privileged control (administrative keys, upgrade authority, pause and freeze powers, multisignature thresholds, oracle and bridge dependencies) be a listed disclosure item in a standard table, with changes disclosed within about 15 business days (Questions 28, 29 and 68). Adds prescription where the proposal leaves content to the issuer, so Tighten, as letter 102.

The Rule 103 information should be filed on EDGAR as well as posted on the issuer’s website (Question 65), in a structured format with defined fields.

Asks that the Rule 103 information be filed on EDGAR as well as posted on the website, in structured fields with as-of dates, kept accessible for the full period with a dated version history (Questions 32, 65, 66 and 69). Adding an EDGAR filing and version and retention duties is Tighten, as letters 14, 31, 52 and 102.

These requirements would exclude non-U.S. teams even when they are prepared to accept the same disclosure, financial-statement and jurisdictional obligations as U.S. issuers.

Supports the startup exemption's lack of a U.S.-nexus test and rejects the entity-only and nexus alternatives (Questions 49 and 50), with a U.S. agent for service, consent to jurisdiction and disclosure of team location for non-U.S. startup issuers; and asks for a conditional Fundraising Exemption path for non-U.S. issuers in IOSCO MMoU jurisdictions that accept the same obligations (Questions 85 and 86). Primary and skeptic read the fundraising path, which admits issuers the rule as drafted excludes, as the row's effect on reach: Loosen, as letters 70 and 92. The literalist weighs the new conditions on non-U.S. startup issuers, who are eligible without them as proposed, and reads Tighten, the same shape as letter 49's split.

On Question 130, we therefore favor requiring this analysis in Form TR rather than a bare certification.

Asks that Form TR map each disclosed milestone to its evidence, state which privileged powers remain with the issuer or related persons after the transition, and carry an analysis rather than a bare certification (Questions 130 to 132). Changes what the exit requires, as letters 25, 39 and 102, so Tighten.

There is a better way, and it does not require starting over.

GEN convention: enthusiastic support for the objectives and a stated wish to keep the architecture, with a request to replace the Howey-based conditions. Asking for rule-text change decides, so Conditional for primary and literalist. The skeptic weighs what the ask does to entry, exit and secondary-market relief and reads a rejection of the draft's conditions.

Make the startup and fundraising exemptions available for the developer group’s offers and sales of an eligible crypto asset, without requiring the developer to conclude that those sales involve an investment contract

Replaces the covered-investment-contract frame as the condition of entry with an eligible-crypto-asset test, so the offering exemptions no longer depend on a Howey characterization. Widens what is caught by the regime's relief, so Loosen under the reach convention.

disclosure of the development commitments themselves: the work the developer has promised to do, who will do it, the resources available for it, the principal milestones and the developer’s progress against them

Swaps the required description of promises to engage in essential managerial efforts for an enumerated list of commitments, resources, milestones and progress, and applies it to the periodic updates. A more specified item list removes issuer discretion, so Tighten for primary and literalist; the skeptic reads the removal of a legal characterization as relief. Sits on the P3 and P4 form-of-disclosure seam.

the Rule 103 disclosure (including under the startup exemption) should be filed on EDGAR on a form that identifies the developer group, the asset and the applicable reporting schedule

Asks that the startup exemption's Rule 103 disclosure be filed on EDGAR rather than only on the issuer's website, in a dated, searchable record. More than the proposal requires, so Tighten, as letters 73, 86 and 102.

The Tier 2 limit is not appropriate: Tier 2 should have no upper limit.

Asks that Tier 2 carry no offering cap, scaling disclosure and reporting to size instead. A higher ceiling is Loosen, with Question 82 as the hook.

That safe harbor should replace, not supplement, the completion-or-cessation test in proposed Rule 400(a).

Replaces the completion-or-cessation test with objective exit conditions, a secondary-market safe harbor from the first filing, reliance on the public record unless the person actually knows it is false, non-admission, and corresponding relief under the 1940 Acts and for other enumerated terms. Every element makes the exit and its protection more available, so Loosen, as letters 18, 66 and 96. The letter keeps the safe-harbor architecture and rejects the draft's test, so Oppose rather than Conditional.

The better standard is the one we recommend for the federal relief: a purchaser may rely on the public filing record unless it actually knows the record is materially false or misleading.

Asks that Rule 500 preemption turn on the public filing record rather than the issuer's actual compliance or each unit's issuance route, that qualified-purchaser treatment cover eligible secondary transactions, and that it continue after exit. Preemption reaches further, so Loosen; the stated Section 18 limits describe the law rather than narrow the ask.

The Commission should implement the secondary-market safe harbor principally through its express exemptive authority.

Write the rule so the people building the open alternative know they're allowed to exist.

GEN convention: accepts the framework and asks for four changes (definitions, a working safe harbor, a securities-tethered bad-actor rule and a secondary-market pathway); asking for change decides.

Put workable definitions in the rule text - covered investment contract vs. ordinary software/token creation; asset vs. contract - objective enough that a founder, counsel, and (critically) a counterparty can determine status without waiting for an enforcement action to teach them.

Asks for rule-text definitions that separate the contract from software or token creation and the asset from the contract. The proposal already attaches the securities question to the contract, so the ask changes nothing it catches: Clarify, as letter 25.

Keep bad-actor disqualification expressly limited to securities-connected misconduct on the Reg A model.

Supports the Rule 262 tether and asks the rule to say that money-transmission convictions are not automatic disqualifiers. Rule 262 as imported does not reach them, so the ask confirms how the provision operates without changing who is disqualified: Conditional and Clarify.

Codify the September 2026 FAQ line on post-functionality work into Rule 400; add a clear evidentiary path for "essential managerial efforts have ended"; add reliance protection for third parties who act on a completed safe-harbor filing.

Asks for the staff FAQ's post-functionality line in Rule 400 itself, an evidentiary path and third-party reliance protection. Stating the release's maintenance principle in rule text is Clarify, and reliance protection is Clarify on letters 31, 61 and 96. The skeptic reads the end of developers' perpetual-promoter status as a wider exit.

Open a workstream - in this release or a paired proposal - for secondary-market and intermediary relief: a lawful pathway for OTC and P2P crypto-asset matching activity that doesn't require pretending to be a national securities exchange.

Asks for intermediary relief for OTC and peer-to-peer matching, and for rule text placing self-custody software and non-custodial tooling outside broker-dealer obligations. Exemptions for intermediaries widen what may operate without registration, so Loosen, as letter 84. P17 is not in posture.

I support the Commission's effort to replace enforcement uncertainty with written rules.

GEN convention: supports the framework and asks that burdens stay as proposed and exit conditions stay objective, not for a change to rule text. The skeptic reads the exit-conditions request as an ask.

the principles-based disclosure approach is the right call

Endorses principles-based disclosure as drafted; no change asked.

I ask the Commission to resist layering audit-grade financial statements or heavy ongoing reporting onto the smallest tier.

Asks the Commission to keep the startup tier free of audit-grade statements, which is the proposal as drafted; no change asked.

A $5 million, four-year window is realistic for bootstrapped builders in this industry

Supports the $5 million, four-year startup exemption at the proposed calibration; no change asked, as letters 74 and 110.

I ask that the exit conditions stay objective and achievable for small teams without securities counsel on retainer

Calls the exit the most important part of the proposal and asks that its conditions stay objective and achievable. Asking that conditions stay as they are is support for the mechanism as drafted. The skeptic reads a request for objective standards, so Clarify, as letter 68.

Preempting state registration and qualification requirements for qualifying offerings and secondary transactions is not a gift to issuers.

Supports Rule 500 preemption of registration and qualification for offerings and secondary transactions as proposed.

The Commission should consider these points in the final rule's economic analysis and disclosure framework, in related work on intermediary functions, and in discussions with Treasury and the Internal Revenue Service.

GEN convention: supports the effort and asks for analysis, guidance and named disclosure items; asking for form content decides.

Evaluate capital formation, compensatory or contributory distribution, and functional network distribution separately when considering covered transactions, noncash consideration, and material disclosure under the proposed exemptions.

Asks that capital-raising, contributor-reward and functional distributions be evaluated separately when deciding what counts as a covered transaction. Names no change in what counts toward the cap, so Clarify, as letter 84; the skeptic reads separate treatment of rewards as fewer distributions consuming it.

The Commission can also evaluate whether its principles-based disclosures should address particularly material distributions to developers and related persons, including the percentage of supply reserved, vesting or unlock schedules, how valuation assumptions are determined, and material liquidity limitations.

Suggests the principles-based disclosures name reserved supply, unlock schedules, valuation assumptions and liquidity limits for developer and related-person distributions. Named items remove issuer discretion, so Tighten, as letters 79 and 104. Thin row; it is the only in-posture row with a direction other than Clarify.

They nonetheless affect the Commission's evaluation of whether the proposal will produce its predicted distribution, liquidity, and capital-formation benefits.

Through related rulemaking and guidance, distinguish neutral software and rewards administration from regulated brokerage, exchange, custody, or conversion-related functions

Asks for related rulemaking and guidance separating neutral software and rewards administration from regulated intermediation. A request for a line to be drawn with no position on where, as letters 61 and 90, so Clarify. P17 is not in posture.