Rule 100 — the dictionary that runs the rest of the book

Undefined terms take their Rule 405 meanings, except that every Rule 405 “registrant” is read as the issuer of the securities offered under Regulation Crypto Assets. That swap matters: CIC issuers are not 1934 Act registrants by default, and the Commission does not want Form 10 logic leaking in through a defined-term back door.

Covered investment contract

A CIC is a contract, transaction or scheme that constitutes an investment contract, provided that (1) a crypto asset is subject to it, (2) that crypto asset is not a security, and (3) no other asset — security or non-security — is subject to it. Three filters. A tokenized share fails (2). A bundled “token plus equity warrant” fails (3). A pure utility token with no Howey wrapping is not a CIC at all — it is just a crypto asset, and this regulation does not apply.

Crypto asset, network, application, subject

Crypto asset: any digital representation of value recorded on a cryptographically-secured distributed ledger — the same sentence as the GENIUS Act “Digital Asset.” Associated crypto network: the chain on which the asset is generated, minted or mined. Associated crypto application: the smart contract or similar program, deployed to that network, in which the asset is used or through which it facilitates access. Subject crypto asset: the crypto asset that is subject to a given CIC. The four terms let Rule 103 talk about “the thing,” “the chain,” “the app” and “the token being sold” without collapsing them.

Related person — wider than “affiliate”

Founders, promoters, employees, affiliates, and any director, officer, trustee, consultant, contractor or advisor, plus immediate family. Consultants, contractors and advisors are the expansion relative to Rule 405 “affiliate.” That expansion feeds Rule 103(b)(4) (lockup disclosure) and the economics of insider selling. It is also the term that will be litigated first: is a part-time Discord moderator an “advisor”? Is a market-maker a “contractor”?

Covered transaction — startup only

Used only in Rule 200. It means an offer, sale or other distribution of a CIC in reliance on the startup exemption, including capital-raising and airdrops / rewards for past or future use, operation, governance or security of the network or application. That is how staking rewards, gas subsidies and testnet bounties get pulled into the $5 million cap when they are CICs. The 2026 Interpretation already takes no-consideration airdrops outside Howey; Rule 200 is the residual.

Aggregate offering price

Sum of all cash and other consideration to be received. Stablecoins count. Investor-paid fees that reduce consideration received do not count; issuer-paid fees out of proceeds do. Foreign currency translated at a rate in effect on or a reasonable time before sale. Non-cash via bona fide sales within a reasonable time, or fair value under an accepted standard. Valuations must be reasonable when made. This is the number that hits the $5 million and $75 million ceilings.

• Rule 405 is the residual dictionary. “Promoter,” “affiliate,” “immediate family” come in unless Rule 100 overrides them.
• Business day: any day except Saturdays, Sundays or Federal holidays — relevant to Form 1-UC’s four-business-day clock and offering-circular delivery.
• Final offering circular is a two-track definition depending on whether the issuer is in a delayed/continuous offering under Rule 302(b). Read it before you draft a 303 legend.

RFCs 1–11 are definition fights. Win them here or lose everywhere.

• Ask the Commission to confirm that a dual-token design (governance token + separate utility token) can still be a CIC as to one token, or whether filter (3) collapses the whole scheme.
• Press for a note that wrapped or bridged versions of the subject crypto asset are “substantially similar” for Rule 200(b)(3) one-time-use, or the one-time-use condition is a toy.
• Related-person: propose a materiality cut (compensated persons; persons with admin keys; persons in the 103(b)(4) disclosure) rather than “any contractor.”
• Aggregate offering price: ask for an example set covering points-farmed airdrops, retroactive public-goods funding, and OTC market-maker inventory.