Cryptocurrencies: The U.S. Securities and Exchange Commission sets new boundaries for non-securities

The U.S. Securities and Exchange Commission issued the latest clarification guidelines on the crypto market

On September 25, the U.S. Securities and Exchange Commission (SEC) further clarified the handling of tokens, liquidity pledges, repurchase plans and issuer commitments in its Frequently Asked Questions (FAQ). The document states that even if a crypto asset does not constitute a security per se, it may still be subject to regulation if it is sold through an "investment contract." The core key to this determination lies in what commitment the issuer has made to the buyer.

Overview of core points

• Simply promoting the existing use of the network is usually not enough to constitute an investment contract.
• Tokens that represent pledged assets can be regarded as digital instruments or commodities.
• For projects that are not yet functional, promoting their repurchase plans as a source of revenue may raise compliance sensitivity issues.

The legal characterization of crypto assets depends on the commitment to the buyer

Previously, in March, the SEC provided preliminary clarifications on the handling of several types of crypto assets. This time, the new guidance is more detailed. Its focus is no longer limited to the name of the token, but focuses on the specific conditions it provides to investors.

SEC staff said that simply describing functions that already exist on the network does not in itself constitute a commitment to "basic management efforts." When project owners mention future features, they usually do not cross the legal red line as long as their remarks do not imply that the development work will bring profits to buyers.

However, problems arise when investors purchase assets based on the work committed by the team to increase the value of their investment. In this case, even if the crypto asset itself is not a financial security, it may be associated with an investment contract governed by U.S. federal law.

The distinction is very specific: issuers can sell tokens today and promise to build the network tomorrow, while portraying the work as a source of expected benefits. As long as this core commitment is tied to assets, subsequent sales may still fall within the jurisdiction of securities laws. The SEC also emphasized that the performance of commitments to functional realization or decentralization should be evaluated based on announcements made by issuers to buyers at the time of sale.

More precise definition of pledge and repurchase plans

"Staking Receipt Token" occupies an important part of the FAQ. The SEC noted that such tokens may only serve as certificates representing ownership of pledged digital assets. According to the situation described by the SEC, if the underlying asset is a digital commodity that does not involve an investment contract, the receipt can be classified as a digital instrument; if it is issued directly through a liquidity pledge agreement, it can be classified as a digital commodity.

However, such receipts should not add new financial benefits. The issuer shall not use, lend, pledge or re-mortgage the deposited assets at will. This issue is not a new concept, and the SEC's previous position on liquidity pledges has sparked widespread discussions in the crypto industry.

代币回购计划也获得了专门的回应。目前该领域规模日益扩大，据数据显示，2026年加密项目在代币回购上投入了近6.4亿美元。对于已经运行的网络，宣布回购非证券类代币，工作人员认为这并不构成对“基本管理努力”的承诺。但对于尚未运行的网络，情况则有所不同：如果发行人将回购计划宣传为为持有者创造收益的手段，则该公告可能被纳入投资合同的分析范畴。

SEC对其澄清内容的局限性说明

SEC明确表示，这份FAQ并非新的加密法律法规。文件开篇即声明，这九条问答仅代表其公司金融部门工作人员的意见，不构成规则或委员会的官方声明，不具备法律效力，也不产生新的义务。委员会本身既未批准也未否决这些意见。

此外，SEC还对交易所进行了另一项澄清：仅为加密资产提供二级市场，并不会自动使平台成为“推广者”。平台必须符合《证券法》第405条中的定义。

尽管如此，美国的监管框架正变得愈发细致。继挖矿、质押、稳定币以及代币化证券规则之后，SEC现在深入到了商业承诺、质押收据和回购机制等微观层面。对于加密项目而言，演示文稿中的寥寥数语，其分量可能与代币的技术属性同样重要。