A token’s regulatory history does not disappear when its network becomes more widely used.
That is the practical lesson from a US proposal examined by Messari Research that would create exemptions for certain crypto assets associated with investment contracts. The proposal is potentially constructive because it addresses a persistent problem: whether and how an asset can move beyond the regulatory conditions surrounding its original sale.
But the available analysis also points to an important limitation. Messari says the exemptions apply only to “covered investment contracts,” defined under the proposal’s Rule 100 as contracts in which the crypto asset is the sole asset covered. The equity-plus-token-warrant structure commonly used in crypto venture financing would not qualify as proposed.
That distinction turns an abstract securities-law debate into a concrete operational issue. Issuers, investors and exchanges would need to know more than what a token does today. They would need a reliable record of how it was sold, what contractual rights accompanied it and whether those arrangements fit the proposal’s eligibility requirements.
For US crypto businesses, the possible benefit is clearer market access. The immediate challenge is proving that a particular asset belongs inside the exemption.
The proposal targets a long-running mismatch
Crypto regulation has often struggled to separate a token from the transaction in which it was initially distributed. A fundraising arrangement can carry securities-law implications even when the associated token later trades independently or gains a broader functional role.
A framework for exiting security status could help address that mismatch. It could give qualifying projects and market intermediaries a defined path for treating an asset differently as its circumstances change, rather than leaving its classification permanently tied to an early financing event.
Messari describes the proposal as a structural positive for US token issuance mechanics. That assessment matters because regulatory uncertainty affects more than legal labels. It influences whether exchanges will list an asset, whether brokers or custodians will support it and whether US investors can access the market through regulated businesses.
Still, the proposal does not appear to provide a universal off-ramp. Its applicability depends on the form of the original investment contract.
That makes transaction design central to the analysis.
A token warrant could become the dividing line
According to Messari, the proposal’s exemptions reach only investment contracts where the crypto asset is the sole asset subject to the contract. Structures combining company equity with a token warrant fall outside that definition as currently proposed.
Those hybrid arrangements have been widely used because they let investors receive an ownership interest in a company alongside a potential claim on future tokens. For founders and venture funds, that can bridge traditional startup financing and network-based economics.
Under the proposal described by Messari, however, that flexibility could come at a regulatory cost. A project financed through a combined equity-and-token instrument might not receive the same route out of security status as one funded through an eligible token-only agreement.
The result would not necessarily be a simple division between securities and non-securities. It could instead produce several classes of assets with different legal histories:
- tokens issued through contracts that fit the proposed exemption; - tokens tied to hybrid financing arrangements that do not fit it; - assets with multiple fundraising rounds using different instruments; - tokens whose documentation is incomplete, inconsistent or difficult for downstream platforms to verify.
That complexity matters because secondary-market businesses usually were not parties to the original financing. An exchange assessing a listing may need to reconstruct events that took place years earlier and determine whether the relevant contracts satisfy a technical definition.
A rule intended to clarify status could therefore increase the value of financing records, legal opinions and standardized disclosures.
Exchanges would need evidence, not assurances
For trading platforms, a new exemption would not remove the need for asset-level review. It would change the questions asked during that review.
An issuer stating that its token has matured or become decentralized would not by itself establish that the asset qualifies. Platforms would likely need documentation showing that the relevant investment contract falls within the proposal’s scope.
The supplied analysis does not establish exactly what evidence regulators or intermediaries would require. But the eligibility restriction makes several diligence questions unavoidable:
1. Was the token the sole asset covered by the original contract? 2. Did investors also receive equity or another contractual interest? 3. Were different instruments used across separate funding rounds? 4. Can the issuer produce complete records for those transactions? 5. Does the claimed exemption apply to the asset and contractual structure being reviewed?
These are not merely legal-department concerns. A listing decision affects liquidity, customer access, custody support and market-making. If eligibility cannot be demonstrated, an exchange may decide that the commercial opportunity does not justify the compliance exposure.
Investors should likewise avoid assuming that a broadly worded regulatory headline makes every established token easier to list in the United States. The proposal’s value would depend on which assets can actually use it.
Financing choices could shape future liquidity
The narrow definition could also change how new US crypto projects raise capital.
If a token-only investment contract has a potential route to an exemption while an equity-plus-token-warrant structure does not, founders and investors will need to weigh that regulatory difference against other financing priorities. A structure that works well for venture governance and economic alignment may create disadvantages when the token later seeks broader distribution.
That does not make one approach universally superior. Equity can provide investors with a claim on the underlying company, while a token’s economics may depend on an uncertain network launch. Combining the two can address risks that a token-only contract does not.
The proposal would instead make the trade-off more explicit. Financing structure could influence not only early investor rights, but also the token’s eventual access to US trading and custody infrastructure.
For founders, that means regulatory planning cannot be postponed until a listing application. Decisions made during seed or venture rounds may follow the token into the secondary market.
For investors, it means token liquidity should not be evaluated separately from financing documents. Two projects with similar technology and adoption may face different market-access outcomes because their fundraising structures differ.
Existing projects face the harder review
New issuers can adapt their contracts after rules become clear. Existing projects cannot rewrite their original transactions.
That makes legacy tokens the more difficult category. Some projects may have used different financing instruments across jurisdictions, investor groups or development stages. Others may have reorganized their corporate structures or transferred responsibility for network development.
The key question is therefore not simply whether the proposal creates an exit from security status. It is whether that exit can be used by a meaningful share of the assets seeking access to US markets.
Messari’s analysis suggests the benefit is narrower than the broad concept implies. If a dominant venture-financing structure remains outside the exemption, many prominent projects could still face unresolved classification and distribution questions.
Why it matters
A defined regulatory transition for crypto assets would be meaningful progress for US market structure. It could reduce the assumption that a token must carry the same treatment indefinitely, regardless of how its network or use changes.
But the proposal’s practical effect would be determined by eligibility, documentation and implementation—not by the headline promise of an exit.
Crypto businesses should map each token back to its original contracts before treating the proposal as a path to broader US access. Exchanges should expect classification reviews to remain asset-specific. Investors should distinguish between a framework that can help some issuers and a blanket change in the status of the wider token market.
The grounded takeaway is straightforward: regulatory clarity can create a path, but financing history determines who can use it.