TL;DR
Coinbase has asked the SEC to refine its proposed Regulation Crypto Assets framework , seeking clearer rules for token offerings and secondary-market transactions.
The exchange supports distinguishing investment contracts from the underlying crypto tokens , arguing that this approach could improve regulatory certainty.
Coinbase wants a framework that expands US retail access to token distributions , including airdrops, participation rewards, and ecosystem grants, while supporting blockchain innovation.
Coinbase is pressing the US Securities and Exchange Commission (SEC) to establish clearer crypto token rules as the United States debates how to regulate digital asset markets. In a comment letter submitted on October 20, 2026, the exchange outlined changes to the agency’s proposed Regulation Crypto Assets framework, arguing that a more tailored approach could expand investor access and support blockchain development .
Americans should be able to participate in new crypto networks from the start, with the information and protections they need to make informed decisions.
That’s the goal of @SECGov ’s proposed Regulation Crypto Assets, and the comment letter that @coinbase just filed.
We’re… pic.twitter.com/cHFz8wxK6l
— Faryar Shirzad (@faryarshirzad) October 21, 2026
Coinbase Seeks Clearer Crypto Token Rules
The submission responds to the SEC’s proposed framework for investment contracts involving crypto assets that are not themselves securities. Coinbase supports treating the investment contract as the security instead of automatically extending that classification to the underlying token.
The distinction matters because a token can serve practical functions within a blockchain ecosystem, including network participation, payments, and access to digital services. Coinbase argues that regulatory treatment should reflect these differences rather than apply a single approach to every asset.
The company also wants greater clarity for secondary-market transactions. Its position is that purchases between holders unaffiliated with an issuer should generally fall outside securities regulation when those transactions do not transfer contractual rights associated with an investment contract .
The debate follows years of uncertainty over how existing US securities laws apply to digital assets. The SEC’s 2017 DAO Report helped shape the agency’s approach to token fundraising, while its March 2026 interpretive guidance addressed distinctions among digital asset categories. Coinbase argues that a dedicated framework could better accommodate blockchain projects .
Private Fundraising And Retail Access Remain Central Issues
Coinbase says crypto projects have often relied on private fundraising rounds under Regulation D, using agreements for future tokens or equity arrangements linked to token rights. These structures typically favor accredited investors and institutions before tokens become broadly available, limiting early access for retail participants .
According to the exchange, this pattern can concentrate ownership at launch and restrict the initial circulating supply. Later token unlocks may increase selling pressure and contribute to price volatility, while public buyers can face market conditions shaped by earlier private allocations .
The company also raises concerns about airdrops, testing incentives, participation rewards, and ecosystem grants. Regulatory uncertainty, it argues, has led some projects to limit these activities or exclude US recipients, potentially putting domestic developers at a disadvantage .
