#SEC与CFTC新监管指引 Tearing Up the "Everything Is Securities" Spell: How the SEC-CFTC Historic Reconciliation Delivers a Critical Hit to Wall Street's Crypto Arrogance

On March 17, 2026, the air in Washington carried the musty smell of a dying era. If you turned back the clock a few years, any Web3 developer tapping away code in a garage who dared shout on Twitter "we're launching an airdrop," would almost certainly receive an SEC subpoena the next day. The regulatory logic back then was brutally simplistic: if you issued a coin, if that coin could appreciate, you were running an unregistered security. Compliance became a Damoclean sword hanging over the entire crypto industry's head, and the most lucrative "Ponzi scheme" for Wall Street law firms. But on this day, this absurd cat-and-mouse game came to an abrupt end. Paul Atkins, Chairman of the Securities and Exchange Commission, and Michael Seligman, Chairman of the Commodity Futures Trading Commission—two men who hold the power of life and death over global finance—sat down together in a rare moment and released a joint guidance worth memorializing in financial history. This guidance didn't resort to jargon, didn't muddy the waters, but stated with icy clarity a fact the previous administration refused to acknowledge: the vast majority of crypto assets are fundamentally not securities. This isn't merely a shift in regulatory attitude; this is an epic-level restart of the legal system.

When regulators no longer view the entire industry as a serial killer, when the terrifying incantation of "everything is securities" is completely shattered, a true wealth migration of historic proportions is just beginning to unfold.

Removing the Regulatory Catheter: Allowing Investment Contracts Their Rightful "Death"

To understand the nuclear-level impact of this guidance, you must first grasp a deeply counterintuitive legal concept: investment contracts can "reach their natural end." Throughout a decade-long seesaw, the SEC acted like a psychiatric patient with only a hammer in hand, seeing all crypto tokens as nails. No matter what your project did, if you raised capital early, regulators would pin you down using the Howey Test born in 1946. It felt like because you were born in a hospital delivery room, you'd be defined as "medical waste" for the rest of your life. This stubborn regulatory logic directly suffocated the entire Web3 infrastructure in a swamp of compliance. But Paul Atkins cut straight to the heart of the matter with surgical precision this time.

The joint guidance explicitly states that a non-security crypto asset can shed its investment contract attributes. When the issuer fulfills its original promises, or when the project's infrastructure is fully decentralized and functioning properly, the token breaks free from the "security" cocoon. It no longer depends on the project's "essential managerial efforts" to generate profit expectations, but instead determines value through the cryptographic system's programmatic operation and pure supply-demand dynamics. This sounds like stating the obvious, but in legal terms, it's essentially issuing a get-out-of-jail-free card to countless public chains and DeFi protocols drowning in compliance anxiety. It means projects can initially raise capital through token issuance to build networks, and once the network matures, the token is whitewashed and legitimized as a legal digital commodity. This dynamic regulatory perspective completely shatters the old binary thinking of "once a criminal, always a criminal."

Regulators have finally acknowledged that crypto systems have lifecycles, and evolution from centralization to decentralization is an objective fact that must be recognized by law.

The Legalization of Airdrops and Staking: A Resounding Slap in the Face to Bloodsucking Vampires

If redefinition of token attributes is a strategic victory, then exemptions for airdrops, protocol mining, protocol staking, and token wrapping constitute a tactical massacre. The victims are legal fixers and spokesmen for old financial interests who've spent years draining blood by peddling compliance anxiety.

Anyone who's worked in Web3 knows that airdrops and staking aren't securities issuance at all—they're the respiratory system of decentralized networks. Without airdrops to incentivize early users, cold starts are a joke; without staking to lock capital and validate networks, PoS mechanisms are meaningless theater.

But in the previous regulatory framework, distributing airdrops to users was deemed "unregistered security distribution"; users earning staking rewards were treated as having "profit expectations from others' efforts." It's like running a noodle shop, handing out discount coupons at the door to attract business, then having a gang of suited thugs burst in saying you're committing illegal fundraising.

Now, Seligman and Atkins simply flipped the table. The joint guidance unambiguously states these operations fall outside federal securities law jurisdiction.

What does this mean? It means token distribution models for L1 and L2 networks are completely unchained. DeFi protocols can openly design complex game-theoretic mechanisms for liquidity mining without worrying about being summoned for interrogation. With the guillotine removed from overhead, the entire Web3 infrastructure will experience exponential explosion. Developers can redirect funds previously spent on astronomical lawyer fees toward hiring world-class cryptographers and economic model designers.

This regulatory loosening is essentially the highest-level endorsement of crypto's native business models. It tells everyone: establishing incentive mechanisms through code is legal, distributing network ownership through tokens is legal. Attempts to strangle this new species with last-century financial old rules have completely failed.

Precise Asset Classification: Driving the Scythe of Charlatans to the Slaughterhouse

Don't mistake regulatory loosening for chaos—that's precisely the most vicious aspect of this joint action. The SEC and CFTC aren't letting things run wild; they're conducting a cold-blooded taxonomical experiment. They've abandoned grand narratives and gone straight for the knife, dividing crypto assets into five clearly demarcated categories: digital commodities, digital collectibles, digital utilities, stablecoins, and digital securities.

Digital commodities fall under CFTC jurisdiction, driven by supply-demand and programmatic systems. Digital collectibles encompassing NFTs, in-game items, and even internet memes are explicitly excluded from securities—providing relief for the art-flipping and meme-coin crowds.

Digital utilities include memberships, tickets, and identity credentials. Stablecoins are directly classified under the GENIUS Act as "payment stablecoins," completely dispelling securities suspicions.

The core kill shot is reserved for "digital securities" or tokenized securities. If your token is essentially a company's equity, debt, or revenue rights—just wrapped in blockchain technology—congratulations, you're still subject to the strictest securities law. It's like providing the industry with a demon-revealing mirror. Those garbage projects hiding behind "decentralization" while actually relying on centralized teams to pump-and-dump, manipulate, and fleece retail investors, can no longer muddy waters in gray zones.

The guidance even specifies the nature of statements or representations required to form investment contracts, including communication channels and necessary detail levels. This means projects shilling in Telegram and pumping narratives on Twitter will become prime evidence for targeted enforcement. Regulatory logic has evolved from "I don't understand it so I'm banning it" to "I've drawn the boundaries crystal clear, and I'll destroy you if you cross the line."

For true Builders, this is paradise; for scammers wanting to launch a coin for nightclub outings, this is the beginning of hell.

Wall Street's Co-optation and the Crypto Anarchists' Twilight: The Best Is Yet to Come

When regulatory uncertainty evaporates, hidden currents beneath the surface surge violently. Concurrent with the guidance release, market movements are remarkably revealing. According to SEC filings, institutional giant Clear Street Group quietly amassed over 1.88 million shares of mining company Marathon Digital Holdings in Q3 2025—hardly a casual retail impulse, but a precision strike by Wall Street old money seizing compliance dividends. This reveals a chilling truth: this SEC-CFTC alliance isn't solely about placating crypto entrepreneurs, but about rolling out red carpets for Wall Street's regular army.

When the "SEC is no longer the 'everything is securities committee,'" those traditional institutions wielding trillions in capital can finally add crypto assets to their balance sheets without hesitation. Digital commodity trading will be incorporated into CFTC's rational regulatory track, stablecoins will become legal settlement instruments under the GENIUS Act, and DeFi protocols will gradually evolve into recognized shadow banking alternatives. But for orthodox crypto anarchists, this is a sunset full of irony.

The legitimacy the industry has dreamed of has finally arrived, but the price is merging into the traditional financial order it once vowed to destroy. The rules are written, casino licenses have been issued, and dark-suited bankers are smiling as they enter this wilderness once ruled by geeks and hackers.

Regulatory clarity brings not just freedom, but brutal scaling punches. In this historical turning point orchestrated by Atkins and Seligman, the old narrative is dead, and under the sunlight of compliance, the truly bloody capitalist grinding machine is just powering up.