On May 12, 2025, the U.S. SEC held another roundtable meeting of the crypto task force in Washington, D.C., themed "Tokenization: On-chain Transfer of Assets, the Intersection of Traditional Finance and Decentralized Finance." SEC Chairman Paul S. Atkins delivered a speech centered on "Tokenization."

The meeting focused on how tokenization bridges traditional finance (TradFi) and decentralized finance (DeFi), the potential of blockchain technology in asset management, capital market efficiency, and regulatory frameworks, as well as compliance, market structure, and investor protection issues related to tokenized assets (such as real estate and private equity).

This roundtable brought together heavyweight participants from both traditional finance and the crypto industry, including BlackRock, Fidelity, Nasdaq, Robinhood, and Securitize, demonstrating the growing interest and attention on Wall Street towards tokenization.

Tokenization is an inevitable trend of the times

"Just as the shift to digital audio revolutionized the music industry, the migration to on-chain securities has the potential to remodel aspects of the securities market by enabling entirely new methods of issuing, trading, owning, and using securities."
"Just as the shift to digital audio revolutionized the music industry, the migration to on-chain securities has the potential to remodel aspects of the securities market by enabling entirely new methods of issuing, trading, owning, and using securities."

Atkins compared the migration of securities from traditional "off-chain" databases to blockchain "on-chain" systems to the transformation of the music industry from vinyl records to digital audio. Tokenization brings higher liquidity, transparency, and innovative possibilities to the securities market through smart contracts, asset fragmentation, and blockchain technology. Just as digital audio gave rise to streaming and new hardware, tokenization could also reshape the ways securities are issued, traded, and held.

Atkins clearly pointed out the following advantages of tokenization:

· Enhanced Liquidity: Tokenizing low-liquidity assets like real estate or private equity to attract more investors.

· Automation through Smart Contracts: Automatically executing dividends or voting, reducing intermediary costs.

· New Market Activities: Supporting entirely new use cases for securities, creating more market opportunities.

However, the SEC's existing rules are primarily designed for traditional securities and conflict with the characteristics of on-chain assets. To realize President Trump's vision of making the U.S. the "global crypto capital," the SEC must quickly adjust its regulatory framework.

The SEC's New Regulatory Direction

In the past, the SEC experienced phases of "ostrich policy" and "shoot first, ask questions later" regarding crypto asset regulation. Initially, the SEC tried to ignore the existence of crypto assets; then it regulated through enforcement actions without providing clear guidance. This approach deterred issuers and stifled innovation. Atkins criticized the SEC for inviting issuers to "come talk," but due to the registration forms not being adjusted for crypto assets, the so-called open attitude was merely superficial.

Atkins promised that the SEC would usher in a "new day" by focusing on three key areas—issuance, custody, and trading—through rule-making, interpretive guidance, and exemption authority, to establish a regulatory framework suitable for crypto assets, moving away from reliance on ad-hoc enforcement.

Issuance

"We cannot encourage innovation by trying to fit a square peg into a round hole."
"We cannot encourage innovation by trying to fit a square peg into a round hole."

In his speech, Atkins emphasized the urgent need to establish a "rational regulatory framework" to facilitate the migration of securities to blockchain. He also strongly criticized the SEC's past practice of "regulating through enforcement" and announced dedicated guidelines for the issuance, storage, and trading of crypto assets.

The core issue facing crypto asset issuance is: how to determine whether an asset qualifies as a "security" or is subject to an "investment contract"? Currently, only four issuers have completed registered offerings or Regulation A offerings, with most avoiding them due to complex disclosure requirements. Atkins criticized the SEC for not adjusting the registration forms for crypto assets; for example, Form S-1 requires disclosure of executive compensation and use of funds, but this information may not be critical for investment decisions in crypto assets.

In fact, as early as the day after Atkins took office, the SEC issued a non-binding guidance, stating that "these offerings and registrations may involve equity or debt securities of issuers related to networks, applications, and/or crypto assets. These offerings and registrations may also involve crypto assets that are part of or subject to an investment contract (such crypto assets are referred to as 'underlying crypto assets')." It urged companies issuing or handling tokens that may be considered securities to provide detailed disclosures, including business content, token roles, network development milestones, and the rights of token holders.

Although the guidance has not yet clarified which cryptocurrencies qualify as securities, it attempts to provide a clearer reference framework for the industry based on the SEC's observations of existing company disclosure information. In this speech, Atkins further clarified that the SEC will:

· Issue clear disclosure guidelines to clarify that certain distributions do not involve securities laws.

· Explore new registration exemptions and safe harbors to create pathways for crypto asset issuance.

· Utilize the flexibility of securities laws to support the development of the crypto industry.

Custody

"That pronouncement was a grave error. The staff had no place to act so broadly in place of Commission action and without notice-and-comment rulemaking."
"That pronouncement was a grave error. The staff had no place to act so broadly in place of Commission action and without notice-and-comment rulemaking."

Custody is another major bottleneck in the crypto asset market, with only two institutions in the U.S. currently holding "special purpose broker-dealer" licenses. On January 24 of this year, the SEC rescinded Staff Accounting Bulletin No. 121 (SAB 121) and issued SAB 122, officially revoking the prohibition on banks from custodying cryptocurrencies.

SAB 121 was a guidance issued by the SEC in 2022, requiring companies holding cryptocurrencies to record these assets on their balance sheets and disclose related risks. This announcement applied to all entities regulated by the SEC, particularly banks and financial institutions, which could lead to higher capital requirements, thereby affecting their ability to provide crypto custody services. Circle CEO Jeremy Allaire also expressed dissatisfaction with the guidance, stating that SAB 121 "effectively imposed punitive measures on banks, financial institutions, and companies, even prohibiting them from holding crypto assets on their balance sheets."

Related Reading: "a16z: 5 Principles for Crypto Asset Custody"

The rescission of SAB 121 was described by Atkins as a "correction of a serious error." However, he believes that merely rescinding SAB 121 is not enough to unleash market potential. He proposed the following reforms today:

· Clarify "Qualified Custodian" Standards: Provide exemptions for common custody practices in the crypto asset market.

· Support Self-Custody: Allow the use of technologically advanced secure self-custody solutions.

· Reform the Special Purpose Broker-Dealer Framework: Replace the overly restrictive existing rules and clarify the role of broker-dealers in crypto asset custody.

Atkins has requested SEC staff to explore new regulatory pathways for cryptocurrencies, including studying whether to amend custody rules to allow hedge funds, trading firms, and investment advisors to self-custody digital assets.

Trading

"Nothing in the federal securities laws prohibits registered broker-dealers with an alternative trading system from facilitating trading in non-securities, including via 'pairs trading' between securities and non-securities."
"Nothing in the federal securities laws prohibits registered broker-dealers with an alternative trading system from facilitating trading in non-securities, including via 'pairs trading' between securities and non-securities."

In the trading domain, the SEC has previously restricted the functions of broker-dealers and trading platforms, such as prohibiting platforms from simultaneously offering trading in securities and non-securities. Atkins believes that such restrictions are inconsistent with securities laws and hinder market innovation. He supports the following reforms:

· Allow "Super App" Models: Support broker-dealers in developing platforms that integrate securities, non-securities, and other financial services.

· Modernize Alternative Trading System (ATS) Rules: Adjust rules to accommodate crypto asset trading.

· Support Listing of Crypto Assets on Exchanges: Explore guidance or rule-making to facilitate the listing and trading of crypto assets.

He also suggested providing "conditional exemptions" for innovative products to encourage market testing of new business models.

Strengthening Close Ties with the Trump Administration and Congress

"I am eager to coordinate with colleagues in President Trump’s Administration and Congress to make the United States the best place in the world to participate in crypto asset markets."
"I am eager to coordinate with colleagues in President Trump’s Administration and Congress to make the United States the best place in the world to participate in crypto asset markets."

Atkins succeeded Mark Uyeda, who served as acting chairman after Gensler's resignation in January. Under Trump’s "crypto-friendly" administration, Uyeda's brief tenure paved the way for the SEC's transformation, such as the dismissal of several crypto-related enforcement cases and the repeal of the internal rule SAB 121 that restricted public companies from custodying crypto assets. Atkins' appointment accelerates the trend of regulatory easing, and his term will last until June 2026, during which he may advance significant changes to the crypto regulatory policy framework.

To promote reform, Atkins highly praised the crypto task force established by Commissioners Uyeda and Peirce. For a long time, the SEC has been inefficient due to departmental isolation. The crypto task force integrates resources from multiple departments, aiming to provide clarity and certainty to the market, showcasing a new model of collaboration within the SEC.

Atkins emphasized that he will work closely with the Trump administration and Congress to jointly promote the United States as the preferred location for the global crypto asset market. He urged market participants not to move innovation overseas, stating that the SEC will support the development of domestic blockchain technology through a flexible regulatory framework. Tokenization is not only a technological transformation but also a historic opportunity to reshape the securities market. Through clear issuance guidelines, flexible custody rules, and open trading policies, the SEC is striving to pave the way for the market.

However, how to balance innovation with investor protection? How to establish long-term rules in a rapidly changing technological environment? These questions require ongoing collaboration between the SEC, the industry, the public, and the government. Atkins' commitment indicates that the SEC is ready to meet the challenges and lay the foundation for the prosperity of the U.S. crypto asset market.

Overall, this speech marks a significant shift in the SEC's approach to crypto asset regulation, aiming to support the development of blockchain technology and tokenized securities through clear rules, and to promote innovation through reforms in the three key areas of issuance, custody, and trading, paving the way for the U.S. to achieve its goal of becoming the "global crypto capital." From issuance to custody to trading, the SEC is revitalizing the crypto asset market through comprehensive reforms. The establishment of the crypto task force and collaboration with the government further indicate that the SEC is embracing the future of blockchain technology with an open and collaborative attitude.

As the wave of tokenization sweeps in, the U.S. securities market may be standing at the starting point of a new era. As Atkins stated, this is a "new beginning." What changes will clearer rules, flexible policies, and steadfast support for innovation bring to the U.S. crypto asset market? Let us wait and see.

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