The SEC has proposed a Reg CA, and the crypto community is watching whether it will give the green light for issuing coins. Former New York lawyer @ cometicfish wrote a long article yesterday saying that everyone is looking at the wrong place. For 90 years, there has been a rule in American financing: if you want to sell to everyone and make the chips immediately tradable, you have to go through comprehensive registration - auditing, continuous disclosure, and so on. If you find it too heavy, you can choose Reg D/Reg A/Reg CF, but the price is that it can only be sold to qualified investors, advertising is not allowed, buyers are locked up for one year, or the amount is capped. Touch and liquidity have always been bought, and the price is the registration. Reg CA has opened two exemptions: $5 million for start-up funding and $75 million for one-year financing. The strange thing is that these tokens are not considered restricted securities, can be traded immediately, sold to retail, and publicly solicited. There is almost no pre review for start-up files, just submit a notice and write a plain disclosure to start without auditing. Moreover, Reg A's share is sitting on the OTC platform without anyone taking over, and Reg CA's tokens are directly deposited into Binance Coinbase。 The most impressive feature is the exit channel. The issuer shall submit a form stating that the promised work has been permanently completed, the investment contract does not exist, and the token is no longer considered a security. Stocks are not good, stocks will always be securities. The author is concerned about the long tail. The SEC does not conduct pre audit, and enforcement cannot catch up afterwards. The 10% income/net asset limit set for non affluent investors in the financing portfolio cannot be effectively implemented on the chain, and simply opening a few more wallets will bypass it, leaving the secondary market completely indifferent. Even the comment letter from a16z reminds us that there is no hard limit, and this thing may be used as an exit liquidity event. His plan is to introduce third-party gateways, referencing Hong Kong IPOs: securities firms sponsor signatures, independent lawyers provide opinions, and auditors verify that contracts are immutable. The paid gate has the old problem of Enron, and he prefers a government neutral AI monitoring layer that scans the blockchain and code repository every day. The third one among the three is the most practical. The statement 'We have stopped managing' is not true, in fact, machines can judge. Whether the contract still has an admin key, whether it can be upgraded, and whether GitHub is still submitting are all public data. The gap cannot be verified without anyone being asked to verify it. Of course, compared to the current zero disclosure, this is progress for the cryptocurrency industry. It also cannot manage equity and debt, and it is only a proposal. But if this path goes through, everyone will ask the same question: since the structure design can determine whether to register or not, how much is the registration itself worth.