PANews reported on January 29 that the U.S. Securities and Exchange Commission (SEC) issued a statement providing an official explanation of the classification and applicable law for tokenized securities, clarifying the applicability of federal securities law to crypto assets. The statement defines "tokenized securities" as financial instruments embodied in crypto assets, with ownership records maintained wholly or partially through a cryptographic network. Its core classification includes tokenized securities issued by issuers and tokenized securities issued by third parties .
For tokenized securities issued by the issuer, the issuer integrates blockchain technology into its shareholder register system, enabling on-chain asset transfers to directly correspond to changes in shareholding. The SEC emphasizes that the form of securities issuance does not affect the applicability of securities laws, and all offerings and sales require registration or exemption. Third-party tokenized securities are mainly divided into two models: First, custodial tokenized securities, where a third party issues crypto assets representing the underlying securities, which represent the holder's rights in the custodial underlying securities. Second, synthetic tokenized securities, where a third party issues crypto assets of its own securities to provide synthetic exposure; these assets may be linked securities or security swaps. The SEC emphasizes that third-party tokenized products may introduce additional counterparty and bankruptcy risks, and in some cases, are subject to stricter security swap regulations.
The SEC specifically pointed out that the sale of crypto assets representing security swaps to non-eligible contract participants must be registered under securities laws and traded on a national securities exchange. Determining whether a crypto asset financial instrument qualifies as a security swap should be based on its economic substance, not its name. The SEC stated it is prepared to communicate with market participants on related issues.
