SEC makes a major announcement: Tokenized securities rules are now in effect.

A seemingly technical regulatory guideline actually serves as a wake-up call to the rampant growth of "synthetic equity," clarifying the rules of the game! On January 28, 2026, the three divisions of the U.S. Securities and Exchange Commission (SEC)—the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets—jointly issued a statement on tokenized securities. The official title of this statement is so simple it's almost sleep-inducing, but its content is extremely important: it systematically defines the classification framework for tokenized securities for the first time and clearly states that—no matter what blockchain you put a security on or what fancy technology you use to package it—a security is a security, and it will be regulated by federal securities laws as they always have. In the SEC's own words: "The format in which a security is issued or the methods by which holders are recorded (e.g., onchain vs. offchain) does not affect the application of the federal securities laws." Sounds like a truism? Hold on, the real impact of this statement lies in the details. I. Timing: Why now? The timing of this statement's release is no coincidence. On the same day (January 28), Wall Street heavyweights—the Securities Industry and Financial Markets Association (SIFMA), Citadel, and JPMorgan Chase—held a closed-door meeting with the SEC's Crypto Task Force. According to the SEC's publicly released meeting memo, these traditional financial giants had only one core demand: "Don't give tokenized securities special backdoors." They worried that if the SEC granted lenient exemptions to on-chain traded securities, it would "undermine investor protection and lead to market fragmentation." SIFMA wrote in its meeting materials: "Regulatory treatment should be based on economic characteristics, not on the technology used or categorical labels (such as 'DeFi')." In other words, Wall Street is not against tokenization, but firmly opposes it becoming a tool for regulatory arbitrage. Back in July 2025, a farce foreshadowed this statement: Robinhood launched so-called "OpenAI tokens" and "SpaceX tokens" in the European market, claiming to give retail investors "indirect exposure" to these top private equity firms. OpenAI immediately denied this on social media: "These 'OpenAI tokens' are not equity in OpenAI. We have not partnered with, participated in, or endorsed Robinhood. Any transfer of OpenAI equity requires our approval—and we have not approved any transfer." The crux of the matter is: what exactly are the tokens issued by Robinhood? Are they genuine equity? Custodial certificates? Or purely synthetic derivatives? At the time, the market was in chaos, and regulatory guidance was lacking. This SEC statement is a formal response to this ambiguity.

II. Core Framework: Issuer-Sponsored vs. Third-Party-Sponsored

The SEC established a concise classification system in its statement. Tokenized securities are divided into two main categories:

Category 1: Issuer-Sponsored Tokenized Securities

This is the most "orthodox" model.

Issuers (such as a publicly traded company) directly issue their securities as crypto assets, integrating the blockchain into their "master securityholder file." In this model, the transfer of on-chain tokens is directly equivalent to the transfer of ownership of the securities. The only difference lies in the recording method—from a traditional centralized database to a distributed ledger. The SEC specifically points out that issuers can issue securities in both traditional and tokenized formats simultaneously. If both "have substantially similar characteristics and their holders enjoy substantially similar rights and privileges," then they can be considered "the same class" of securities. This provides a direct legal basis for the DTCC's ongoing securities tokenization pilot project—in December 2025, the SEC granted the DTCC a three-year no-action letter, allowing it to pilot tokenized security entitlements on a supported blockchain. The second category: Third Party-Sponsored Tokenized Securities. This is where things get complicated. Things become complicated when a third party (unrelated to the securities issuer) attempts to tokenize securities issued by others. The SEC further subdivides this into two models: Custodial Tokenized Securities: A third party holds the underlying security and then issues tokens representing "security entitlement." Essentially similar to ADRs (American Depositary Receipts)—you're not buying the stock itself, but rather an indirect interest in the stock held by the custodian. The key risk is that investors face counterparty risk from the custodian, including bankruptcy risk. Synthetic Tokenized Securities: A third party issues its own securities that are "linked" to the value of another security, but do not transfer any ownership, voting rights, or information rights over the underlying asset. This includes structured notes, linked securities, and—and importantly—security-based swaps. The SEC devoted considerable space in its statement to explaining the definition and limitations of security-based swaps. Under Section 3(a)(68) of the Exchange Act, a security-based swap is a contract linked to a single security, a narrow-based security index, or an event related to a specific issuer. Such products may not be sold to non-eligible contract participants unless they are registered with the SEC and the transaction takes place on a national securities exchange.

-- This regulation is extremely damaging

Looking back at Robinhood's "OpenAI token," examined within the framework of this SEC statement, it likely falls into the category of "synthetic tokenization"—because token holders do not receive actual equity in OpenAI, but rather "indirect exposure" provided through an SPV (Special Purpose Vehicle). If it is deemed a security-based swap, its sale to retail investors will face severe legal obstacles.

III. Technology Cannot Change Economic Substance

The core concept repeatedly emphasized in this statement is: form follows substance. The SEC cites the principle of the 1967 Supreme Court ruling in Tcherepnin v. Knight: "In exploring the meaning and scope of the term 'securities,' form should be disregarded and substance should be the focus, on economic reality."

This means that no matter what you name the product or what technology you use to implement it, regulators only care about one question: What is the economic substance of this thing? If its function is to provide exposure to the value of a security, then it must be regulated according to securities laws. If it also involves the economic characteristics of swaps, then it must also meet the regulatory requirements for swaps.

This principle has had a profound impact on the entire RWA (Real World Assets) industry. In recent years, many projects have attempted to circumvent securities laws through sophisticated structural designs—for example, issuing "yield tokens" instead of "equity tokens," using "escrow receipts" instead of "direct ownership," and operating under the guise of "derivative contracts" instead of "securities." This SEC statement is tantamount to telling the market: Stop playing word games; we're looking at the economic substance.

IV. Interpretation: The SEC's Regulatory Philosophy is Taking Shape

Looking at this statement in a broader context, we can observe that the SEC's philosophy on the regulation of crypto assets is becoming clearer.

Since taking office in 2025, SEC Chairman Paul Atkins has been promoting the "Project Crypto" initiative, the core objective of which is to establish a clear regulatory framework for crypto assets.

In his November 2025 speech, he proposed a "token taxonomy": digital goods, digital tokens, digital collectibles, and digital tools are not securities, but tokenized securities are. This statement is a concrete implementation of this classification framework in the field of tokenized securities. Its core message is twofold: On the one hand, the SEC is sending a positive signal to the market: tokenized securities are acceptable. Issuers can choose to issue traditional securities such as stocks and bonds in token form, and the regulatory framework is clear and workable. The DTCC pilot program has been approved, and more institutional participants are entering the market. This is good news for companies that genuinely want to implement compliant tokenization. On the other hand, the SEC has drawn a clear red line: synthetic exposure products must comply with regulations. Models attempting to sell synthetic equity to retail investors through third-party issuance, bypassing issuer authorization, will face stringent legal scrutiny. If your product is essentially a security-based swap, it must meet accredited investor thresholds and trading venue requirements. This stance aligns closely with Wall Street's concerns. Traditional financial institutions are not opposed to innovation, but they are worried about "regulatory arbitrage"—if on-chain securities can be traded under more lenient rules, then traditional market participants will be at a competitive disadvantage. This SEC statement is essentially saying: there will be no double standards.

V. Actual Impact on the Industry

The impact of this statement varies for different types of market participants:

- For issuers:

If you want to tokenize your company's securities, the path is clear. Simply integrate blockchain into your shareholder register and comply with existing securities issuance and disclosure rules. There are no special exemptions, but there are also no additional obstacles.

- To DTC/DTCC Participants:

Approved pilot projects can continue. The tokenization model of security entitlement has been recognized, and custodial structures have a clear legal status.

- To Third-Party Platforms:

This is the group that needs the most attention. If you want to issue products linked to other people's securities, you must first clarify: Is your product custodial or synthetic? If synthetic, does it constitute a security-based swap? If so, are your clients all qualified contract participants? The answers to these questions will determine whether your business model is legal.

- To Retail Investors:

The SEC is protecting you—although you may not necessarily want this protection.

Those seemingly cool "private equity tokens" and "unicorn company exposures" probably shouldn't be sold to you at all if they haven't gone through the proper issuance process. Before buying, ask yourself this question: What exactly am I buying? Is it real equity? Or just a "price-tracking" contract? The core message of the SEC's statement can be summarized in one sentence: **Technology neutrality, substance first.** Blockchain is a tool, not a legal safe haven. Tokenization can change how securities are recorded and transferred, but it cannot change the economic nature and regulatory attributes of securities. For the entire RWA industry, this is both a constraint and an opportunity. The constraint is that models attempting to circumvent regulation through technological packaging will become increasingly difficult to implement. The opportunity lies in the fact that compliant tokenization paths are becoming clearer, and the barriers to entry for institutional investors are decreasing. Looking back at the Robinhood controversy in 2025, OpenAI's public denial embarrassed the entire industry. The subtext of that statement might be: we don't want to see similar farces again. If you want to tokenize, do it right—either obtain authorization from the issuer or strictly comply with derivatives rules. The gray area where neither side fits the bill is being illuminated by the sunlight of regulation.