The U.S. Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) have issued a landmark joint document, Interpretive Release 33-11412, providing much-needed regulatory clarity for the digital asset industry. The release classifies most native tokens of decentralized networks as digital commodities rather than securities. Furthermore, the regulators clarified that specific activities, including staking, Liquid Staking Derivatives (LSDs), wrapped tokens, and compliant airdrops, do not inherently constitute securities offerings. This shift marks a significant turning point for blockchain developers seeking to fund projects without falling under traditional securities litigation.
Emerging Fundraising Models Without Token Sales
The new regulatory stance has paved the way for three innovative treasury and fundraising models that prioritize compliance while maintaining network decentralization. These models move away from the high-risk "initial coin offering" structure toward participation-based incentives.
- Liquid Genesis Staking Pools (LGSP): This model utilizes existing assets like Ethereum (ETH) or Solana (SOL). Participants contribute to a pool where they receive dual incentives: the standard yield from LSDs and the new protocol's native tokens.
- Commodity Pre-Participation Agreements (CPA): Under this framework, contributors exchange capital or labor for future network participation rights. Unlike traditional presales, the focus is on the right to utilize the network's utility rather than a speculative investment in a security.
- Decentralized Treasury Management: Protocols can now leverage decentralized governance to manage assets and distribute resources without the immediate classification of these actions as investment contracts.
Impact on Staking and Liquid Derivatives
By distinguishing native tokens as commodities, the SEC and CFTC have removed significant legal hurdles for the LSD market. Previously, the legal status of liquid staking tokens was a subject of intense debate, often hindering institutional adoption. The classification of staking as a non-securities activity ensures that validators and delegators can operate with higher legal certainty. This clarity is expected to bolster the total value locked (TVL) across major Proof-of-Stake blockchains, as it reduces the risk of retroactive enforcement actions against infrastructure providers.
The release of Interpretive Release 33-11412 represents a collaborative effort to modernize the oversight of decentralized finance (DeFi). By establishing clear boundaries for what constitutes a commodity versus a security, the regulatory bodies have provided a roadmap for sustainable growth within the United States. For developers and investors, these three new fundraising models offer a compliant path toward innovation, ensuring that project treasuries can be built on a foundation of legal stability rather than regulatory ambiguity.
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