Author: Paul Atkins, SEC

Translation: TechFlow

TechFlow Introduction: This is one of the most important speeches in U.S. cryptocurrency regulatory history. SEC Chairman Atkins officially announced that four types of assets—digital goods, digital collectibles, digital tools, and payment stablecoins—are not subject to securities law, ending a decade-long fundamental legal debate over whether cryptocurrency assets qualify as securities. More importantly, he proposed three compliant fundraising pathways, opening a truly usable regulatory door for entrepreneurs.

The full text is as follows:

Ladies and gentlemen, good afternoon. Thank you, Chairman Selig, for your insightful address.

Today, I am honored to discuss a topic that lies at the intersection of U.S. innovation, capital formation, and the core principles of securities law. Before proceeding, I must clarify: the views I express here represent my personal position as Chairman and do not represent the position of the SEC or any other commissioners.

For over a decade, market participants have been operating without clear guidance, facing a fundamental question: when do cryptocurrency assets fall under federal securities law?

Today, I am pleased to announce that the SEC's long-standing failure to provide clear guidance on this issue is officially over. Right now, the Commission is implementing a token classification framework and interpretive documents for investment contracts.

Our interpretation—based on existing law and informed by extensive public input—establishes four types of assets that are not considered securities: digital goods, digital collectibles, digital tools, and payment stablecoins under the GENIUS Act.

With these classifications, the interpretive documents subsequently clarify that only one type of cryptocurrency asset remains subject to securities law—namely, digital securities, which are tokenized traditional securities. This distinction brings the Commission back to its core mission: to protect investors who participate in securities transactions.

Of course, even if a cryptocurrency asset itself is not a security, it may still be subject to federal securities law if it constitutes part of an investment contract in a particular issuance and sale. This is also why it is more important that our interpretive documents clarify how an investment contract can terminate—thus freeing the relevant cryptocurrency asset from the SEC's jurisdiction. One of the core principles of our interpretive document is the requirement for project teams to clearly disclose their statements or commitments, so investors understand what rights they are purchasing.

We clarified that any statements or commitments capable of creating a reliance relationship under the Howey test must be articulated clearly and unambiguously regarding the core management work the project team plans to undertake.

This interpretive document provides the long-awaited clarity, but I also want to assure you that today's announcement is a beginning, not an end. Later, I will describe how the SEC and CFTC plan to cooperate to implement this interpretive document.

Before that, I would like to introduce the broader framework we are constructing. I also want to give special thanks to a colleague who has contributed greatly to what I am discussing today—Commissioner Hester Peirce.

For years, Commissioner Peirce has been a principled voice calling for clarity in cryptocurrency asset market regulation, sometimes even a lonely one. The proposal I am about to present—my vision for "Cryptocurrency Asset Regulation"—traces directly back to the Token Safe Harbor framework she first proposed in February 2020.

Thank you, Commissioner Peirce, for your outstanding leadership on these issues. Without your efforts, we would not be where we are today.

Preventing Regulatory Overreach: Legislation Is the Ultimate Safeguard

Before we continue, I want to emphasize one point: only comprehensive market structure legislation passed by Congress can ensure that regulation in this area stands the test of time.

I strongly support the bipartisan efforts underway on Capitol Hill to establish a lasting framework for these markets. "Cryptocurrency Asset Regulation" will draw heavily from Congress's work in recent years, especially the "CLARITY Act." Any exemption rule-making the Commission is considering will lay the groundwork for the implementation of historic bipartisan market structure legislation set to be submitted to President Trump for signature.

Path to Compliance: The "Cryptocurrency Asset Regulation" Framework

Now, I would like to introduce the specific content that the Safe Harbor proposal might include. Such a safe harbor would provide exclusive pathways for cryptocurrency innovators to raise funds in the U.S. while offering appropriate investor protections.

Startup Exemption

First, I believe the Commission should consider establishing a "Startup Exemption"—a limited-time registration exemption for the issuance of certain cryptocurrency-related investment contracts.

This exemption could last for up to four years, providing developers with a regulatory buffer period to mature their projects. Importantly, this exemption could be designed to be non-exclusive, meaning companies could still access other federal securities law exemptions for financing.

This exemption could also allow entrepreneurs to raise funds not exceeding a set cap (e.g., $5 million) within four years and submit a notice to the Commission upon activating the exemption and upon exit.

To use this exemption, entrepreneurs would need to provide several principle-based disclosure items regarding the investment contracts and related cryptocurrency assets—similar in form to existing white papers—and publish them on a public website.

Financing Exemption

Second, the Commission could consider establishing a "Financing Exemption"—a new issuance exemption for specific cryptocurrency-related investment contracts. Entrepreneurs could raise funds not exceeding a set cap (e.g., $75 million) within any 12-month period while retaining the right to utilize other federal securities law registration exemptions.

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

Investment Contract Safe Harbor

Third, I hope the Commission will consider establishing an "Investment Contract Safe Harbor" to exempt certain cryptocurrency assets from the definition of "securities." This safe harbor would apply once the issuer has completed or permanently halted all core management work as promised in the investment contracts.

This safe harbor will provide a set of rule-based standards, granting greater certainty to issuers and other market participants regarding when cryptocurrency assets are no longer subject to federal securities law.

This safe harbor will align with the principles articulated in the Commission's interpretive documents. Of course, this proposal does not require issuers to adopt this framework.

A New Chapter for American Innovation

In the coming weeks, I expect the Commission will consider issuing proposed rules based on the above proposals and seek public comment.

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

As we look forward to the next chapter in our nation's economic history, it is essential to remember what has always made America exceptional. It is not merely the size of the market or the maturity of financial institutions, but rather our willingness to empower individuals to innovate freely—daring to take risks, building new systems, and creating more opportunities for others.

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

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

They will know: it is possible. They will build the future here.

Thank you very much. I look forward to the work ahead and to further discussing these ideas in the upcoming discussions. Thank you.