- Ripple backed the SEC’s proposed Regulation Crypto Assets but urged clearer rules on token classification and when investment contracts end.
- Ripple wants the SEC to clarify that filing Form TR does not automatically mean an issuer admits its token was previously a security or that it violated securities laws.
Ripple has backed the U.S. Securities and Exchange Commission’s (SEC) proposed Regulation Crypto Assets, while asking the agency to clarify how securities laws apply to crypto tokens and when an issuer’s legal obligations end.
In a comment letter submitted on October 20, Ripple said the SEC has the authority to adopt the proposal and called for a consistent regulatory framework for the digital asset industry. Ripple Chief Legal Officer Stuart Alderoty confirmed the filing and said the company had spent more than $150 million on its legal battle with the regulator.
The SEC introduced Regulation Crypto Assets on August 18. The proposal would create two exemptions from securities registration requirements for certain crypto-related investment contracts. One would allow eligible issuers to raise up to $5 million over four years, while another would permit offerings of up to $75 million in a 12-month period, subject to additional disclosure and reporting requirements.
The proposal also includes a conditional safe harbor that could allow a crypto asset to fall outside the definition of an investment contract once specified conditions are met.
Ripple Wants Investment Contracts Distinguished From Tokens
Ripple’s central argument is that an investment contract and the crypto token connected to it should not automatically be treated as the same thing. The company wants the SEC to focus on the specific promises an issuer makes to investors and whether those obligations remain in place, rather than relying on a broad assessment of how decentralized a network has become.
1/ Today Ripple filed its comment letter on the SEC’s proposed Regulation Crypto Assets. We support the proposal, and the SEC has clear authority to adopt it. 2/ Years of “case by case, coin by coin” enforcement has pushed innovation offshore. We need holistic rules for digital assets. 3/ The proposal stays faithful to Howey. The investment contract is the security, not the token. What matters is what an issuer actually promised and when those promises end, not a subjective “decentralization” test. 4/ We know the cost of ambiguity firsthand. Ripple spent more than $150 million to get clarity. No company should have to do that to learn what the law requires. 5/ Clear rules grounded in existing law will bring capital, investor protection and innovation to the U.S. Read our full letter: https://t.co/hOCJJwUo7Z
— Stuart Alderoty (@s_alderoty) October 20, 2026
Ripple also called for clearer guidance on Form TR filings, which are connected to the proposal’s process for ending investment-contract obligations. It wants the SEC to clarify that making such a filing would not automatically amount to an admission that a token was previously a security or that the issuer violated securities laws.
The company also raised concerns about secondary-market trading and consistency across federal securities statutes. It argued that uncertainty over a token’s legal status can create difficulties for exchanges and other market participants that need to decide how assets should be handled.
The SEC’s public comment period for the Regulation Crypto Assets proposal closed on October 20, with Ripple’s letter among the submissions the agency will consider. Still, the SEC will continue accepting comments after the deadline, according to Eleanor Terrett, citing an SEC spokesperson.
The proposal has not been finalized. Also, the SEC has not announced whether it will adopt Ripple’s requested changes.
