Task Force, Project Crypto, 2026 Interpretation

The paper’s political chronology is unusually explicit. In early 2025 the Commission’s approach “began to shift.” Acting Chairman Mark T. Uyeda established a Crypto Task Force whose stated focus is to draw regulatory lines, distinguish securities from non-securities, craft tailored disclosure, provide realistic paths to registration, and deploy enforcement resources judiciously.

Corp Fin then issued staff statements — meme coins (Feb. 27), proof-of-work mining (Mar. 20), stablecoins (Apr. 4), offerings and registrations (Apr. 10, the “CF Disclosure Statement”), protocol staking (May 29), crypto ETPs (July 1), liquid staking (Aug. 5), and, with IM and TM, tokenized securities (Jan. 28, 2026). The proposing release reprints the standard staff-statement disclaimer: not a rule, no legal force, not approved by the Commission. Treat them as the Division’s observations, not as the 2026 Interpretation.

EO 14178 (Jan. 23, 2025) created the President’s Working Group on Digital Asset Markets and directed it to propose a Federal regulatory framework. The July 30, 2025 PWG report recommended that the Commission use Securities Act rulemaking and exemptive authority to (i) establish a fit-for-purpose exemption for securities distributions involving digital assets, (ii) establish a time-limited safe harbor or exemption for not-yet-functional or not-yet-decentralized assets, and (iii) establish a safe harbor for certain airdrops from “sale” under section 2(a)(3) or an exemption from section 5. Chairman Atkins launched “Project Crypto” the next day and directed staff to implement those recommendations.

The 2026 Interpretation, because this paper sits on it

Release 33-11412 (Mar. 17, 2026) classified crypto assets into five categories: digital commodities, digital collectibles, digital tools, stablecoins, and digital securities. Digital securities are securities. Stablecoins may or may not be, depending on characteristics. Commodities, collectibles and tools are not themselves securities — but any non-security asset can be offered subject to an investment contract. That is the entire predicate for “covered investment contract.”

• Attachment: a non-security crypto asset becomes subject to an investment contract when the issuer induces an investment of money in a common enterprise with representations or promises of essential managerial efforts from which a purchaser would reasonably expect profits. Secondary trades remain securities transactions until separation.
• Detachment: the asset ceases to be subject to the investment contract when the issuer has fulfilled those representations or promises, or when a purchaser would not reasonably expect the issuer to be able to fulfill or continue them.
• Airdrops of non-security crypto assets for no money, goods, services or other consideration do not meet Howey’s first prong.

• EO 14178 §2(a) defines “digital asset” as any digital representation of value recorded on a distributed ledger, including cryptocurrencies, digital tokens and stablecoins. Proposed Rule 100’s “crypto asset” is aligned with the GENIUS Act “Digital Asset” and is functionally the same sentence.
• GENIUS Act signed July 18, 2025 — payment-stablecoin statute. This paper does not regulate payment stablecoins as such; it uses the same defined term so a GENIUS-regulated stablecoin is a “crypto asset” that, if it is not itself a security, can still be the subject of a CIC.
• CLARITY Act (H.R. 3633) is the House market-structure bill. This paper does not wait for it. Comments that say “defer to Congress” are already in the Task Force file (a16z, DealMaker). The Commission is proceeding anyway.

• If your product is a digital security (tokenized equity, a debt token, a fund share), this exemption is the wrong tool. Say so, and ask for a registered-offering workstream under Project Crypto.
• If you wanted the PWG airdrop safe harbor as a clean 2(a)(3) interpretation rather than a Howey-prong argument, this is the letter. The Interpretation’s “no consideration” test will not cover loyalty airdrops that look like bounty programs.
• Staff statements on staking, mining and meme coins are not this rule. Do not comment on them here unless you are showing a boundary clash (e.g., a startup-exemption “covered transaction” that is also a protocol staking reward).