What 300 letters actually moved

Peirce’s RFI, “There Must Be Some Way Out of Here,” sorted questions into ten topics. Trading, custody, lending, ETPs, tokenized securities and sandboxes are not this paper. The four that are: whether a given asset is a security or is being offered as part of an investment contract; whether whole categories can be scoped out of the Commission’s authority; whether a tailored public-offering regime (including Regulation A as a model) is needed; and whether a time-limited registration safe harbor for developing networks — Peirce’s own Token Safe Harbor 2.0 — should be adopted.

Security status and scoping out — already answered, mostly

Commenters (a16z, L. Cohen, Nasdaq, Perkins Coie, Ripple, TDC, Coinbase) said most crypto assets are not themselves securities; some (“digital securities,” “tokenized securities”) are. Nasdaq called Howey subjective; a16z called it unpredictable. A second split opened on decentralization: AIMA, Jump Crypto, Crypto Council and Perkins Coie wanted it as a classification factor; L. Cohen, Ripple and Teresa Goody Guillén warned that decentralization is a continuum, often illusory, and a terrible bright line. The 2026 Interpretation resolved this by refusing to make decentralization the test. Rule 400 follows that refusal. The measuring stick is the issuer’s own Rule 103(b)(1) representations, not a market conception of “decentralized enough.”

Public offerings — this is the paper

Commenters (a16z, AIMA, Anderson, Coinbase, CoinList, CfPA, Figure, GDCA, Nasdaq, SIFMA, TDC, CrowdCheck, DealMaker) said existing disclosure does not elicit tokenomics, governance, source-code security or development plans, and does compel S-K line items that do not apply. Several supported Regulation A as a starting point, then listed why it fails: eligible securities under Rule 261(c) are equity, debt and convertibles — not CICs; state law is not preempted for secondary trades in Reg A securities. Broadridge’s survey of 2,000 self-identified crypto investors found they rate traditional disclosures (risks, financials, management, governance) above tokenomics — and Broadridge read that as literacy failure, not as a reason to skip tokenomics.

Safe harbor — adopted in spirit, redesigned in mechanism

Peirce’s 2020/2021 Token Safe Harbor 2.0 was a three-year grace period during which token transactions could proceed under conditions, after which the network might have matured into a functional or decentralized network so that token transactions were no longer securities transactions. Commenters (Anderson, Coinbase, DeFi Education Fund, Figure, G. Shapiro, Hedera, J. Kim, Jump, L. Cohen, Plume, TDC) generally supported. CrowdCheck said a working Reg A path would make the harbor unnecessary. DealMaker and a16z said the goal was right but Congress should do it. What the Commission proposed is not Peirce 2.0. It split the idea in two: a four-year, $5 million startup exemption (the grace period, with a hard dollar cap) and a Rule 400 off-ramp measured against the issuer’s own promises, with no decentralization test and no time limit.

• Peirce, Token Safe Harbor Proposal 2.0 (Apr. 13, 2021), updating Running on Empty (Feb. 6, 2020).
• LeXpunK Regulation X (Apr. 25, 2022) — exempt offering framework for token issuances, cited as a disclosure source.
• Paradigm (Slaughter/Biber/Seira, Apr. 20, 2023), The Current SEC Disclosure Framework Is Unfit for Crypto.
• G. Shapiro (Mar. 14, 2025) — distinguished a “utility” path from a “decentralization” path to non-security status. Rule 400 is closer to utility (promises completed) than to decentralization.

• Decentralization hawks: this is the last clean shot at putting a network-maturity test into Rule 400. The economic-analysis alternatives section already drafts the counter-argument (pp. 274–276). Answer that draft.
• Reg A shops (CrowdCheck, DealMaker, CfPA): the Commission took your form design and rejected your “Tier 1 should not report” and “no investment limits on Tier 1” instincts. Those are the live comments.
• If you told the Task Force that legislation is required, say whether you now oppose adoption of this rule or whether you would live with it as an interim. Silence will be read as the latter.