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 standardised 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 centralised 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

Would define functionality by holder-exercisable capability and exclude maintenance from essential managerial efforts, both widening the exit; 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 standardised evidentiary schedule to the exit filing, making the safe harbor harder to reach; expressly rejects a universal decentralisation 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-authorised 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 decentralisation, 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 defence 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.

maintaining, securing, patching, and upgrading an already functional network or application are not essential managerial efforts

Under the P13 convention direction follows whether the exit becomes more or less available, never whether a condition is added. Taking maintenance and patching out of essential managerial efforts, together with the non-admission clause, makes the exit materially more available; the literalist reads the section's own framing and the four refinements that add requirements as Tighten.

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 tokenised 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.

Codifying the functionality line means services promised after a network is functional no longer keep the contract alive, so the exit becomes more available. The literalist reads 'an objective condition in the rule text' as letter 2's added condition, Tighten. The letter does not say whether functionality is an extra condition or an alternative route.

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 that a network being operational, widely distributed and independently maintained count towards ending the contract, which makes the exit more available. The literalist reads a request for objective standards as definitional only. Same unstated condition-or-route ambiguity 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 fulfil 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.