A regulatory path for crypto assets to move beyond securities treatment would address one of the US market’s longest-running problems. But the value of such a path depends less on the headline than on which transactions can actually use it.
A recent Messari Research analysis describes a proposal containing two exemptions for “covered investment contracts.” The catch is consequential: Under the proposal’s Rule 100, the crypto asset must be the sole asset subject to the contract. Messari says that condition would exclude the equity-plus-token-warrant structure widely used in crypto venture financing.
That makes the proposal a potential improvement in the mechanics of US token issuance, but not a universal solution. It could create a clearer route for issuers using relatively clean, token-only structures while leaving many venture-backed projects to navigate the existing legal complexity.
For crypto businesses and investors, the central question is therefore not simply whether an asset can eventually shed securities-related restrictions. It is whether the original financing contract qualifies for the proposed route at all.
The important distinction is between the token and the deal
Crypto policy debates often collapse several separate legal questions into one: Is the token a security?
The proposal discussed by Messari points toward a more precise inquiry. A crypto asset may be associated with an investment contract without every later transaction in that asset necessarily carrying the same legal character forever. Creating a structured exit from securities status could provide a way to recognize that markets, networks and contractual relationships can change.
Yet the eligibility language described by Messari focuses attention on the initial deal structure. If the crypto asset must be the sole asset subject to the investment contract, then a financing package combining company equity with rights to future tokens may not fit.
That exclusion matters because equity and token rights serve different purposes. Equity gives an investor an ownership interest in the company. A token warrant or similar instrument may provide rights related to a future digital asset. Combining them can align early investors with both the operating business and the network it hopes to launch.
Under the proposal as summarized, however, that combination could prevent the transaction from qualifying as a covered investment contract. The same structure that helps a startup raise capital may block access to the new exemption.
This is not a technical footnote. It could determine which issuers receive a workable regulatory off-ramp and which remain outside it.
A narrow exemption could reshape financing before it changes trading
The immediate effect of the proposal may be felt in legal drafting and fundraising decisions rather than on exchange screens.
If token-only contracts qualify while equity-plus-token packages do not, founders and investors would face a new trade-off. A simpler token arrangement might preserve eligibility for the proposed exemptions. A combined structure might provide investors with broader economic rights but carry a less certain regulatory outcome for the token.
That would put considerable weight on decisions made long before a network reaches public markets. Founders would need to consider whether the terms used in an early financing round could restrict later distribution or market access. Investors would need to assess whether receiving both equity and token rights creates regulatory complications that outweigh the appeal of the combined package.
Lawyers would also have to determine whether changing the form of a transaction changes its substance. A project should not assume that separating documents, entities or closing dates would automatically satisfy a rule requiring the crypto asset to be the sole asset subject to the contract. The supplied analysis does not establish how such questions would be resolved.
That uncertainty argues against rushing to restructure deals around a proposal. Until operative language is finalized and interpreted, businesses should treat the framework as a planning issue rather than an available exemption.
Existing projects may have the hardest problem
A prospective issuer can at least evaluate financing alternatives before signing agreements. Projects that already raised money through equity-plus-token structures may have fewer options.
Messari’s reading suggests that the dominant crypto venture model would be ineligible as proposed. If that interpretation holds, the projects most likely to seek regulatory clarity could be among those least able to use the new route.
That raises several practical questions not answered by the available source context:
- Would eligibility depend entirely on the original contract? - Could an issuer amend, replace or unwind an earlier arrangement? - Would separate equity and token transactions remain linked in substance? - How would the exemptions apply after tokens have entered secondary markets? - What disclosures or continuing obligations would accompany an exit?
Those questions should not be filled with assumptions. They require final legal text, implementation details and, eventually, regulatory interpretation.
For investors, the absence of those answers means that “exit from securities status” is not yet a blanket market-access catalyst. Even if the proposal advances, individual projects could have sharply different eligibility based on their financing histories.
Exchanges would still need an asset-by-asset record
A defined transition framework could be useful for US trading venues. Exchanges have strong reasons to know whether an asset is subject to securities regulation before listing it, providing custody or offering related services.
But a narrow exemption would not remove the need for due diligence. It could make the work more document-intensive.
A venue might need evidence showing that a project’s investment contract met the definition of “covered,” including the requirement that the crypto asset was the sole asset subject to that contract. Projects financed through multiple rounds, entities or instrument types could present especially complicated records.
The practical result may be a split market. Assets with clean documentation and qualifying issuance structures could present a more straightforward case. Those tied to combined equity and token arrangements might remain difficult to evaluate, even when their networks appear otherwise similar.
Retail investors should not assume that two comparable tokens will receive the same regulatory treatment. Corporate structure, fundraising history and contractual terms may matter as much as network design.
The proposal could favor simpler issuance models
Messari characterizes the proposal as a structural positive for US token issuance mechanics, while warning that its benefit is narrower than it initially appears. That is the appropriate balance.
A credible way for qualifying assets to move beyond securities treatment could reduce uncertainty and make compliance planning more concrete. It could also create incentives for issuers to choose simpler contractual structures that separate token financing from company ownership.
But simplicity has costs. Startups often use combined instruments because their companies and networks are both immature. Investors may want exposure to the operating entity as well as the prospective token. Forcing a choice between the two could alter pricing, governance and access to capital.
The proposal may therefore do more than classify assets. It could influence which projects get funded, what rights early investors demand and how crypto companies divide value between corporate equity and network tokens.
What crypto businesses should do now
Issuers considering a US token financing should inventory every right being offered in the transaction. The key issue is not only what the token does, but whether the contract includes equity, warrants or another asset alongside it.
Existing projects should preserve complete records of fundraising agreements and amendments. If future eligibility turns on the original investment contract, incomplete documentation could become a market-access problem.
Investors should separate the policy headline from project-level applicability. A proposed off-ramp does not mean every token has a route through it, and it does not establish that an issuer using a common venture structure qualifies.
Exchanges and other intermediaries should prepare for eligibility claims that depend on transaction documents rather than broad statements about decentralization or utility. A project’s legal history may be the decisive evidence.
The grounded takeaway is that a formal exit from securities status could be meaningful progress for US crypto policy. But as described, it is a narrow door. Before treating it as a broad opening for token markets, businesses and investors need to determine which financing structures can actually fit through.