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The SEC is officially rewriting the crypto rulebook — and it could redefine how every token in the market is regulated. SEC Chair Paul Atkins has unveiled a sweeping new initiative called the “token taxonomy,” designed to determine which digital assets count as securities and which do not. Rooted in the Howey Test, this new framework acknowledges that networks mature, issuers fade, and tokens may evolve out of securities status — a massive shift from the aggressive regulation-by-enforcement era under former Chair Gary Gensler.

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Transcript
00:00Welcome back to the Deep Dive. Today we are jumping into a really critical regulatory
00:05announcement. I mean, this is something that could completely redefine the crypto landscape
00:09here in the U.S. It really could. For years, the whole industry has just been living under this
00:14cloud of potential litigation. Always waiting for the other shoe to drop. But now it seems like the
00:21regulator is finally ready to offer a map, not just, you know, a magnifying glass. It's a huge
00:26shift. All our sources are pointing to this one speech by the new SEC chair, Paul Atkins. He was
00:32at the Federal Reserve Bank of Philadelphia's fintech conference. And he announced a token taxonomy.
00:37Exactly. A token taxonomy. And that's monumental because it signals a real path forward. It's a
00:43move away from just these endless ad hoc legal battles. And the signal, I mean, it wasn't subtle
00:49at all. Atkins dropped this one quote that is just being pulled apart everywhere. And it really
00:54defines our entire deep dive today. Oh, yeah. You have to hear it. It just completely shatters
00:58the old way of thinking. Here it is. Networks mature. Code is shipped. Control disperses. The
01:05issuer's role diminishes or disappears. And that right there, that's the whole thing. It
01:10acknowledges the fundamental nature of this technology. That these assets are dynamic.
01:15They're not static. So what are the, you know, the immediate implications of the SEC chair actually
01:19saying that out loud? Well, the big thing is the SEC is basically admitting that their gold standard,
01:26the Howey test, needs, let's say, a modern interpretation. An update for the 21st century.
01:31For sure. And this token taxonomy is the vehicle for that update. It's a new framework designed to
01:37bring some desperately needed clarity. Okay. So let's unpack the mechanism. How is this taxonomy
01:43actually supposed to work? What does it do? It's essentially a jurisdictional gatekeeper.
01:47It's meant to determine with clear principles which digital assets are securities. So they'd
01:52fall under the SEC. And which ones aren't. Right. And which are commodities or payment
01:57tokens, which would then fall under, say, the CFTC or maybe state regulators. The whole goal is to
02:02replace regulation by enforcement with actual rules of the road. Which is so important. Because for the
02:08last, what, five or six years, the stance has just been, once a security, always a security.
02:13Always. Even if the original team completely vanished and the code was totally open source,
02:19that initial fundraising, that expectation of profit, it meant the asset was just stuck.
02:25Legally stuck in securities purgatory. And we should probably remind you, the listener,
02:31that the Howey test from 1946 is all about that initial investment contract.
02:35Precisely. It's about the expectation of profit from the efforts of others. So if a token was sold
02:41to fund development, boom, it meant Howey. And the SEC used that origin story to claim jurisdiction
02:46forever.
02:47But this is the pivot.
02:48This is the absolute game changer. The SEC seems to finally be recognizing that a token can start its
02:53life as a security, you know, during that initial fundraising. But then through genuine
02:58decentralization, it can graduate. It can stop being an investment contract. And that's what developers
03:02have been begging for. A way to launch in the U.S. without a guaranteed lawsuit.
03:06So what would that graduation actually look like? What are the criteria for, you know, true
03:11decentralization?
03:12Well, they'll be looking for concrete metrics. Things that show the issuer's role has, like Atkins said,
03:17diminished. So governance. Does one person or group still control the votes?
03:23OK, that makes sense.
03:24And they'll look at founder token holdings, how dispersed the network activity is. Basically,
03:29can this network survive and thrive without the original team? If yes, that's maturity.
03:35This is such a stark contrast to where we were just a couple of years ago.
03:37Oh, absolutely. The Gensler era was defined by one strategy.
03:42Regulation by enforcement.
03:43That's it. We saw the big cases against Ripple, Coinbase, Binance. The philosophy was basically,
03:49we'll tell you the rules by suing you first.
03:52Which naturally created a lot of hostility.
03:54Yeah.
03:54And it drove a ton of innovation offshore.
03:56It really did. But now, under Chair Atkins, the whole tone has shifted. It's gone from antagonism
04:02to collaboration and modernization.
04:06Well, we have real evidence of this, right? It's not just talk. The SEC has reportedly dropped a few
04:11big crypto investigations.
04:12And, crucially, they launched Project Crypto, an internal review designed specifically to modernize
04:18how the agency handles digital assets.
04:20And, who is co-leading that project is also a major signal.
04:24A huge signal. It's Commissioner Hester Pierce, crypto mom herself. Her involvement proves this is
04:30a serious effort. This is the first time the SEC has officially, as a matter of doctrine, said that
04:36networks can outgrow their security status.
04:39That's a foundational shift. But, we have to be clear here and make sure you understand this,
04:44this isn't a free pass for bad actors.
04:47Not at all. And, Atkins was very explicit about this. He said, and I'm quoting again,
04:52this framework is not a promise of lax enforcement. Fraud is fraud.
04:56So, the goal isn't to stop enforcement.
04:58No, the goal is to make it targeted. Predictable. The SEC is still going to go after scams. But,
05:03they're going to start differentiating between outright fraud and, you know, legitimate projects
05:07trying to follow the rules.
05:08And, this move also brings the U.S. more in line with what's happening globally. We've been lagging for a
05:13long while. I mean, look at the EU with MICA, the markets and crypto assets regulation. It's already
05:18incredibly sophisticated. It distinguishes between utility tokens, asset reference tokens,
05:24e-money tokens.
05:24All different rules.
05:26Exactly. This new U.S. taxonomy is a step in that direction. It's a signal that we're finally
05:31getting serious about creating a real ecosystem here.
05:34Okay. So, this is where it gets really interesting, beyond just classification.
05:38Atkins also proposed a tailored offering regime for tokens that start as investment contracts.
05:45Right. And this regime is basically a streamlined path for issuers. Think of it as a middle ground.
05:50It's not a full, crazy expensive IPO, but it's not a regulatory vacuum either.
05:55So, like, simpler disclosures that are actually relevant to a crypto network.
05:59That's the idea. Focus less on balance sheets and more on the tech,
06:03the governance, the path to decentralization. It lets projects raise funds legally,
06:08as long as that graduation path is clear from the start.
06:11But the really revolutionary part, the bid that could break down old financial silos,
06:15is about trading.
06:16Yes. Atkins directed SEC staff to draft rules that would let these investment contract tokens
06:21trade on non-SEC regulated platforms.
06:25That is a massive shift. So, a token that starts under the SEC's watch could eventually trade on a
06:30platform regulated by the CFTC. Potentially, yes. Or even certain state regulators.
06:36It's revolutionary because it means an asset isn't trapped in the old securities infrastructure
06:40forever. If it's on the path to becoming a commodity, let it trade like one. It boosts liquidity,
06:46efficiency. It just makes sense.
06:48And that leads directly to this idea of a super app that everyone's been talking about.
06:52Exactly. This is the bridge to that. With a clear taxonomy and flexible trading,
06:57you could have one app, one platform, where a user could trade stocks, crypto commodities,
07:01tokenized bonds.
07:03All seamlessly.
07:04All under one roof, no matter which regulator is technically overseeing each asset.
07:08It could unlock an incredible amount of capital.
07:11It's the SEC acting like a proactive innovator, for once, not just a reactive enforcer.
07:15But of course, this is all happening with the backdrop of Washington, D.C. politics.
07:19Right. Congress is still gridlocked on a big crypto bill. The House passed something,
07:25but the Senate is still divided.
07:27So the SEC is stepping into that vacuum.
07:29Well, Chair Atkins was careful. He said their work aligns with and complements Congress.
07:35But the reality is, until a bill actually gets passed, this token taxonomy is going to become
07:40the de facto U.S. framework.
07:43And that certainty is what we need to catch up, because we have been falling behind other countries.
07:47Absolutely. Europe has MICA. Singapore has the PSA. Hong Kong. Japan.
07:53They all have frameworks. That clarity attracts talent and capital.
07:57This taxonomy is the first big step to bringing that innovation back to the U.S.
08:02So it's legal certainty for companies and a lot less risk of being caught in some multi-year
08:07regulation by lawsuit.
08:09It is. It's about rebuilding trust between the regulator and the industry.
08:12So that's really the core takeaway for you today.
08:14Yeah.
08:14The SEC is moving from treating every token as a potential lawsuit to creating a defined
08:19graduation path based on decentralization.
08:22The policy is finally catching up with the tech.
08:24It is.
08:25Which leaves us with a final thought for you to chew on.
08:27We know tokens should be able to graduate.
08:31But what should the criteria be?
08:33Is it just about founder holdings?
08:35Or should it be based on transaction volume or maybe the number of independent nodes?
08:40That's the next big question.
08:41But the fact that we're even asking it with the SEC's blessing is a sign of incredible
08:46maturity for the whole ecosystem.
08:48And, you know, if you found this breakdown valuable and want to keep getting this kind
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