The U.S. Securities and Exchange Commission faces calls to revise how its proposed crypto-asset rules handle token fundraising, airdrops and investor resales, after a consultation drew detailed responses from crypto-policy advocates and investment managers.
The comment deadline for Regulation Crypto Assets was October 20. The Hyperliquid Policy Center and the Alternative Investment Management Association support a tailored framework but argue that parts of the proposal would leave important questions unresolved.
The debate concerns proposed rules, rather than newly available permissions. A comment letter can identify a problem or recommend an exemption without changing the obligations that apply to an issuer or investor.
Fundraising routes would carry different conditions
The SEC proposal would create one registration exemption for offerings of up to $5 million over four years and another for up to $75 million in each 12-month period. Both would require disclosures, while the larger route would also require financial statements and continuing reports.
These are exemptions from registration requirements for qualifying transactions, not a general removal of securities-law protections. The proposal says antifraud and antimanipulation provisions would continue to apply.
For a project raising money, the practical questions therefore extend beyond a headline ceiling. The conditions for entering a route, the information supplied to purchasers and the treatment of later transactions determine how useful the framework would be.
Airdrops raise a question about what recipients provide
In its October 19 submission, the Hyperliquid Policy Center asks the SEC to make its airdrop analysis clearer in the final text. Its argument turns on whether recipients provide something tangible in exchange for the distributed asset.
The center wants administrative and compliance steps, such as connecting a wallet or completing eligibility checks, distinguished from services performed for an issuer’s benefit. It argues that these delivery requirements should not automatically be treated as consideration for a token.
That is a request for clearer boundaries, rather than a conclusion that every distribution described as free falls outside securities law. The circumstances of the transaction, including what recipients are asked to do, remain central to the argument.
Fund managers want rights and resale rules they can use
AIMA’s October 20 letter focuses on what managers need to buy, hold, value and eventually sell an investment. It seeks clearer transition criteria and a workable resale route for investment funds.
The association also wants disclosures that explain enforceable rights, responsible legal entities, token supply and insider holdings, administrative powers and critical infrastructure dependencies. It distinguishes exposure to a token’s economics from ownership, redemption or contractual rights.
Those differences affect what an investor actually owns. Access to a network, a claim on revenue and a right to repayment can produce very different risks even when each is represented by a transferable token.
The SEC process is separate from Treasury’s proposed stablecoin distribution rules. The two consultations address different activities and should not be treated as one combined permission to issue or trade digital assets.
The next substantive decision is the SEC’s final wording: which transactions qualify, what issuers must explain and how investors can rely on those explanations when a token moves beyond its initial sale.