On March 17, 2026, the U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) jointly issued Interpretive Release No. 33-11412, a 68-page guidance that formally marks the end of America’s decade-long era of “enforcement-first” crypto regulation and ushers in a new era of clarity and harmonization driven by “Project Crypto.”
This document is not only a rare regulatory collaboration between the SEC and the CFTC, but also the most landmark guidance in U.S. cryptocurrency regulatory history. Below is a condensed full-text analysis:
I. Background: "Project Crypto" — From Conflict to Collaboration
In 2017, the SEC first applied the Howey test to crypto assets through The DAO Report; over the following decade, regulation primarily relied on enforcement actions to define asset characteristics, leaving the market in prolonged uncertainty and controversy.
In early 2025, the SEC established the Crypto Task Force, followed by the launch of Project Crypto, an initiative led jointly by SEC Chair Paul S. Atkins and CFTC Chair Michael S. Selig, aimed at coordinating the jurisdictions of the two regulatory agencies and establishing a unified asset classification framework to provide a clear path for crypto innovation to remain in the United States. In January 2026, the project was formally elevated to a joint SEC-CFTC initiative.
II. Asset Classification: The Five-Category Framework for Cryptographic Assets
The document categorizes crypto assets into five major classes based on their characteristics, uses, and functions, providing the market with a clear classification standard for the first time:
Digital Commodities
Definition: Assets whose value stems from the programmatic operation and supply-demand dynamics of a “functional” crypto system, rather than reliance on the efforts of others.
Core list: The document explicitly identifies major tokens such as BTC, ETH, SOL, XRP, ADA, DOT, AVAX, and LINK as digital commodities. These assets are not controlled by any single centralized entity and do not possess inherent economic rights to generate passive income.
Digital Securities
Definition: Tokenized securities refer to traditional securities represented as crypto assets, or digital assets with the economic substance of securities (such as representing ownership in a company or entitlement to dividends).
Regulation: Whether on-chain or off-chain, anything that meets the economic substance test falls under the SEC’s jurisdiction.
Regulated Payment Stablecoins
Definition: A stablecoin issued by an approved institution, as defined by the 2025 GENIUS Act.
Qualitative: This type of stablecoin is explicitly excluded from the definition of “securities” and is primarily regulated as a payment instrument under specific laws.
Digital Tools
Use: Tokens that have practical utility only within a specific cryptocurrency system (such as for access rights or service payments) and are generally not considered securities.
Digital Collectibles
Definition: Assets intended to be collected and/or used, representing art, music, videos, in-game items, or internet memes.
Examples: CryptoPunks, Chromie Squiggles, WIF, VCOIN, etc.
Qualitative: It is not inherently a security; its value stems from supply and demand rather than the efforts of others. However, if divided and sold in fragments, it may constitute a security.
Three: Innovation — "Separation" and "Dynamic Conversion" of Securities Characteristics
This is the most groundbreaking legal innovation in the document—the SEC has acknowledged for the first time that the "securities nature" of crypto assets is not permanent.
"Separation" mechanism
Principle: During early-stage funding, a project may be considered a security (investment contract) under the Howey Test. However, once the project completes its roadmap, achieves open-source code autonomy, and decentralizes network control, the asset can be “divested” from the investment contract.
Criteria: When investors no longer reasonably rely on the issuer’s “essential managerial efforts” to generate profits, but instead rely on the system’s own operations and market supply and demand, the asset transitions from a “security” to a “digital commodity”.
Timing of divestment: Can occur immediately upon delivery of the asset to the buyer, or on a future date.
Three scenarios for withdrawal
The issuer has fulfilled its commitment: after completing core management efforts, assets are no longer subject to investment contracts, even if non-core maintenance continues.
Issuer abandonment of the project: If the issuer publicly announces the abandonment of development and no longer fulfills its commitments, the asset is no longer subject to securities laws (though the issuer may still face legal liability for fraud).
Secondary market trading: If subsequent purchasers no longer reasonably expect to profit from the issuer's efforts, the transaction does not constitute a securities transaction.
Transparency recommendations
The SEC encourages project teams to publicly disclose progress on their roadmaps and milestone achievements to help the market identify "divestment points."
Four: Qualitative On-Chain Activity: Decentralized Mine Sweeping
The document provides extremely detailed and favorable explanations regarding long-debated activities such as staking, mining, wrapping, and airdrops:
Protocol Mining
Qualitative: PoW mining is an "administrative or operational" activity that secures the network and verifies transactions.
Conclusion: Neither solo mining nor joining a mining pool involves the issuance of securities.
Pool operation: The activities of the pool operator are administrative in nature and do not constitute core management efforts.
Protocol Staking
Qualitative: Staking is an administrative activity that maintains network operations.
Coverage: Includes solo staking, delegated staking, custodial staking, and liquid staking
Staked custody: The custodian stakes on behalf of the user; this does not constitute securities activity as long as there is no secondary lending of assets, leverage, or discretionary trading.
Supporting services: insurance, early unstaking, flexible yield distribution, asset aggregation, and other auxiliary services are all administrative matters.
Staking Receipt Tokens
Qualitative: If the underlying asset is a non-security commodity and not subject to an investment contract, the token itself is not a security.
Principle: The voucher exists solely as a "receipt" and does not generate yield; yield originates from the underlying staking activities.
Wrapping tokens
Definition: Users deposit crypto assets into a custodian or cross-chain bridge to receive 1:1 pegged, redeemable wrapped tokens.
Qualitative: If the underlying asset is a non-security commodity not subject to an investment contract, the wrapped token constitutes an "administrative function" aimed at enhancing interoperability and does not constitute a securities transaction.
Key restriction: The custodian must lock the assets and must not lend, pledge, or re-pledge them.
Airdrops
Qualitative breakthrough: If the recipient does not provide money, goods, services, or other consideration, it does not satisfy the "investment of money" element of the Howey test.
Applicable scenarios:
Airdrop to wallets holding specific tokens, without prior announcement
Reward early users of the testnet
Airdrop to eligible users based on app usage
红线：If the recipient must provide a service (such as social media promotion) in exchange for an airdrop, it may constitute a securities offering.
V. Consolidation of U.S. Leadership
The document concludes with a detailed analysis of its economic significance:
Eliminate the "chilling effect": By providing legal clarity, reduce business stagnation caused by unclear compliance, and encourage crypto innovation to return to the United States.
Reduce compliance costs: Clear classification and separation pathways significantly lower legal advisory and regulatory response costs for businesses.
Enhance market transparency: The new framework requires more detailed disclosures during the "investment contract" stage to better protect investors.
Promote competition and innovation: Clear regulations will attract more issuers and entrepreneurs to the market.
Improve pricing efficiency: Reduce price distortions caused by uncertainty
Six: Historic Breakthrough in Regulatory Collaboration
Structurally, the document establishes a clear analytical pathway: first categorizing assets, then assessing the transaction structure, and finally analyzing whether the investment relationship continues to exist.
More importantly, this is a rare instance of coordination between the SEC and CFTC on cryptocurrency regulation. Previously, the two agencies had long disagreed on the classification of assets as “securities” versus “commodities,” and this joint framework effectively establishes an initial categorization of major asset classes, marking a formal transition in U.S. cryptocurrency regulation from a phase of “agency jurisdictional competition” to a “unified rule-based division of responsibilities.”
This 68-page document not only ends a decade of regulatory uncertainty but also establishes the United States' leadership in global cryptocurrency regulation. For industry professionals, it is a must-read "industry constitution"; for investors, a clear "rights protection guide"; and for entrepreneurs, a well-defined "compliance roadmap".
The Wild West era of crypto assets has officially come to an end.