Engage with the working group on the dry crypto

On February 4, 2025, Commissioner Hester Peirce offered a first overview of the Securities and Exchange Commission roadmap (“dry”) to establish a regulatory framework for the crypto.¹ Responsible for directing the newly created Crypto working group (“working group”), Commissioner Peirce detailed ten non -exhaustive elements focused on the cryptography that the working group wishes to approach.² Commissioner Peirce also provided six non-liability clauses aimed at both establishing expectations for industry at the time of the working group action³ In addition to clarifying that if the working group aims to create a regulatory clarity for the crypto, there will be “no tolerance for liars, cheaters and crooks”. Commissioner Peirce also noted that “the working group is working to help create a regulatory framework that achieves both the important regulatory objectives of the Commission – including the protection of investors – and preserves the industry’s ability to offer products and services. “⁴

Based on the Cryptographic Roadmap of the SEC, here are five areas in which companies may want to engage with the dry.

1. Special use broker: The commission without action in 2021 in 2021 for brokers for special use (“SPBD”) allowed brokers to only hold “digital asset titles”. Although published in 2021, only two companies have successfully registered in SPBD. Commissioner Peirce noted that the working group explores the framework updates since “in its current form (IT) was not a success”. It noted that an initial change could allow a broker to hold the two cryptographic assets which are titles and non-security (for example, Bitcoin), which is currently not authorized under relief.⁵ The brokers interested in the custody of cryptographic assets which are titles now have the possibility of engaging with the staff of the dry to discuss the way of processing these aspects of the declaration without action which made the registration impassable.
2. Relief of the range of parts and tokens: The working group plans to recommend a “temporary and retroactive prospective relief for offers of parts or tokens” conditioned on an entity providing and updating certain information to the public.⁶ This relief “would fill the gap” until a more permanent rule is adopted or that the legislation is adopted, and would create the certainty that certain tokens are non-security so that the assets can be negotiated freely on the market secondary, as long as certain conditions are met. Market players interested in this relief should consider getting involved with dry personnel to ensure that relief conditions are well suited for the cryptography market, and that relief is also achievable for new Tokens launches as well as for existing tokens that have exchanged for a while.
3. Compensation agencies and transfer agents: The tokenization of active workers in the real world and the modernization of the financial markets through blockchain technology could involve traditional concepts of agency or transfer agent, both of which require recording.⁷ Since the working group has reported a desire to assess “the intersection of the rules of the crypto and the compensation agency and the transfer agent”, the companies interested in Tokensizing securities or otherwise using Blockchain technology to transform into titles have the possibility of working with staff to shape the regulations in this area.
4. Request exempt repair or without action: Following the change of tone from the dry to the crypto, Commissioner Peirce provides for the number of “exempt repair requests, requests for letters without action and recording declarations” to increase considerably. However, she warned that if companies are impatient with regulatory clarity, speed is not successful. Commissioner Peirce noted that when he engages with the person’s staff, an exempt or without action reparation request that is reflected, legally tight and addresses all the technical and legal considerations which will often be examined more quickly than A request that results in questions from the SEC staff who require additional analysis and submissions. Companies requesting compensation should take this advice into account and request advice necessary to ensure that their requests for repair meet these standards.
5. Public commitment: If a company is interested in engaging with the working group on any questions linked to the regulation of cryptographic assets, it can do it thanks to a written submission or by meeting the staff (in person or virtual). In one or the other case, in the interest of the increase in transparency and the promotion of public dialogue, the entry that a company subjects to the working group will be made public⁸ Although there are methods to request confidential treatment, companies should approach commitments with the working group in the hope that the substance of commitment will be made public.

In the end, as Commissioner Peirce noted, a successful regulatory framework for the crypto will be the result of the contribution that the working group receives from a wide range of industry participants and interested parties.⁹ The dry is at a critical moment with regard to cryptographic regulations. It is important that companies take this opportunity to commit to the working group to ensure that the industry’s prospect is taken into account.