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SEC Sets Clear Rules for Tokenized Securities, Splitting Them Into Two Key Categories

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SEC Sets Clear Rules for Tokenized Securities, Splitting Them Into Two Key Categories


The SEC categorizes tokenized securities into issuer-sponsored and third-party models. It explained legal compliance requirements under federal securities laws.

The US Securities and Exchange Commission (SEC) has released new guidance to clarify how federal securities laws apply to tokenized securities.

Issued jointly by the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets on January 28th, the statement categorizes tokenized securities into two main types: issuer-sponsored and third-party-sponsored.

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Issuer-Sponsored Tokenized Securities

According to the SEC, a tokenized security is a financial instrument that meets the legal definition of a “security.” It is represented or formatted as a crypto asset, while ownership records are maintained on one or more crypto networks.

In the issuer-sponsored model, the issuer or its agent integrates distributed ledger technology (DLT) into its systems, so that transfers of the crypto asset on the network correspond to transfers on the official master securityholder file.

Issuers may offer securities in multiple formats, and a tokenized security may be considered of the same class as its traditional counterpart if the rights and privileges are “substantially” similar. In some cases, issuers may issue a crypto asset that does not directly integrate with the master securityholder file but can be used to effect transfers of ownership recorded off-chain, as explained by the securities agency.

Third-Party Issuance: Custodial Or Synthetic

The second category involves third-party-sponsored tokenized securities, where entities unaffiliated with the issuer tokenize another party’s securities. These can take the form of custodial tokenized securities or synthetic tokenized securities. Custodial tokenized securities occur when a third party issues a crypto asset representing an ownership interest in another company’s security. The ownership records for these crypto assets can be maintained on-chain or off-chain by a third party.

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On the other hand, synthetic tokenized securities include linked securities and security-based swaps, which provide exposure to the underlying security but do not confer rights from the original issuer. Security-based swaps issued as crypto assets may only be offered to eligible contract participants unless registered with the SEC and traded on a national securities exchange.

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The guidance also states that the classification and format of tokenized securities do not alter their treatment under federal securities laws, and the SEC remains available to engage with market participants seeking clarity or preparing filings. This statement aims to help companies and investors navigate the legal landscape for tokenized securities while complying with existing registration and disclosure requirements.

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Crypto World

Bitcoin Price Rally To $79K Would Make Spot ETF Holders Whole Again

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Coinbase, Cryptocurrencies, Bitcoin Price, Adoption, Markets, United States, Cryptocurrency Exchange, Binance, Price Analysis, Market Analysis, Bitcoin ETF, ETF

Bitcoin (BTC) is closing in on its average entry price for US spot BTC exchange-traded fund (ETF) investors at $79,900. The narrowing gap between Bitcoin’s market price and the ETF holders’ cost basis coincides with onchain data that shows early signs of accelerated buying from investors.

Bitcoin ETF breakeven level nears key trend test

Bitcoin’s sustained price rally above $70,000 puts a key investor cohort back in focus. The ETF cost basis level acted as support in mid-2024, and a break above this level brings many ETF holders closer to breakeven.

Coinbase, Cryptocurrencies, Bitcoin Price, Adoption, Markets, United States, Cryptocurrency Exchange, Binance, Price Analysis, Market Analysis, Bitcoin ETF, ETF
Spot Bitcoin ETF realized price. Source: CryptoQuant

The flow data adds further context to this shift. According to Bitcoin researcher Axel Adler Jr., the ETF flows flipped positive after persistent outflows through mid-February.

The seven-day average has since moved to steady inflows, with daily flows peaking above 3,300 BTC on March 2. The ETF holdings have expanded to 1,291,618 BTC from 1,264,982 BTC, a 26,636 BTC increase over the past month.

Investors’ ETF cost basis also aligns with a key daily trend. A decisive move through this range marks a reclaim of the 100-day exponential moving average (EMA) on the daily chart for the first time since October 2025.

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Coinbase, Cryptocurrencies, Bitcoin Price, Adoption, Markets, United States, Cryptocurrency Exchange, Binance, Price Analysis, Market Analysis, Bitcoin ETF, ETF
BTC/USDT one-day chart. Source: Cointelegraph/TradingView

A move above the 100-day EMA signals a shift into a long-term uptrend, which also reinforces the bullish momentum. It also serves as a key trend filter where sustained price action above it often leads to continued upside gains.

Related: ‘Bitcoin Standard’ author explores reality where decentralized gold stopped WWI

Bitcoin buyers begin to outpace sellers

The order flow across major exchanges shows a gradual shift in market behavior. Crypto analyst Darkfost noted that the 30-day volume delta on Binance and Coinbase has turned positive after sustained selling pressure in February. Both the retail and institutional flows are now collectively skewing toward accumulation. 

Cryptocurrencies, Bitcoin Price, Adoption, Markets, United States, Cryptocurrency Exchange, Price Analysis, Market Analysis, Bitcoin ETF, ETF
Bitcoin spot net volume delta on Coinbase, Binance. Source: CryptoQuant

Bitcoin’s futures data reinforces this trend. Amr Taha noted that Binance’s cumulative volume delta (CVD) has rebounded by nearly $6 billion from its lows, tracking a rise in aggressive market buying since BTC traded near $63,000.

The metric remains below zero, though a significant portion of earlier sell pressure has now been absorbed during the recovery.

Cryptocurrencies, Bitcoin Price, Adoption, Markets, United States, Cryptocurrency Exchange, Price Analysis, Market Analysis, Bitcoin ETF, ETF
Bitcoin: Binance cumulative net taker volume. Source: CryptoQuant

CryptoQuant data shows that short-term holder activity also aligns with this shift. The spent-output profit ratio (SOPR) metric, which shows whether coins are sold at a profit or loss, has moved back above 1, signaling that the selling pressure has eased and coins are now trading around or above their cost. Analyst miracleyoon said

“While this capitulation was not as severe as the August 5, 2024, event (which saw SOPR approach ~0.9), the series of recent capitulation signals appears sufficient to have flushed out weak hands.”

Cryptocurrencies, Bitcoin Price, Adoption, Markets, United States, Cryptocurrency Exchange, Price Analysis, Market Analysis, Bitcoin ETF, ETF
Bitcoin short-term holder SOPR. Source: CryptoQuant

The data suggests that Bitcoin remains on track to test the $80,000 level, but a move above the key breakeven zone may determine the strength and direction of the trend in the coming weeks.

Related: Bitcoin analysis sees $68K support as gold slips at key $5K level

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