
SEC debuts 'Project Crypto' to bring U.S. financial markets 'on chain'
"To achieve President Trump's vision of making America the crypto capital of the world, the SEC must holistically consider the potential benefits and risks of moving our markets from an off-chain environment to an on-chain one," SEC chair Paul Atkins said in remarks to an "American Leadership in the Digital Finance Revolution" conference Thursday afternoon , referring to blockchain technology that enables cryptocurrencies, but has other applications as well.
"I have directed the Commission staff to update antiquated agency rules and regulations to unleash the potential of on-chain software systems in our securities markets ... Federal securities laws have always assumed the involvement of intermediaries that require regulation, but this does not mean that we should interpose intermediaries for the sake of forcing intermediation where the markets can function without them."
The announcement comes amid a groundswell of investor interest in tokenization, or the process of issuing digital representations on a blockchain network of publicly-traded securities, real world assets or any other form of value. Holders of tokenized assets don't have outright ownership of the assets themselves. BlackRock CEO Larry Fink has said he sees the "tokenization of every financial asset" as an important step in "the technological revolution in the financial markets."
Crypto trading platforms Robinhood, Gemini and Kraken have all opened tokenized equity offerings to users outside the U.S., and Coinbase has said it's pushing for SEC for approval to offer a similar service.
Atkins, the SEC chair, highlighted "super apps" (such as one Coinbase introduced two weeks ago) as a priority of his chairmanship, noting the need to allow the apps to thrive with an "efficient licensing structure," rather than subject to multiple regulatory authorities.
So-called super apps like WeChat and Alipay – which bundle several different services and functionalities into a single mobile app – have long been viewed as the holy grail of financial technology by the industry. They're central to everyday life in China but haven't been successfully replicated in the West. Meta Platforms and X have made attempts to realize that vision, integrating payments, messaging and social content, among other functions.
Atkins also said the Trump administration will work to prevent "innovative" companies from being driven offshore by burdensome regulations, and said the SEC "will encourage our nation's builders rather than constrain them with red tape and one-size-fits-all rules."
The SEC proposal comes one day after the President's Working Group on Digital Asset Markets released a long-awaited report with recommendations for the SEC and other federal agencies to build a framework to boost U.S. dominance in digital asset markets. Atkins said he has directed the SEC's Crypto Task Force, led by Commissioner Hester Peirce, to work with other parts of the SEC to implement the working group recommendations.
The Thursday conference was sponsored by the America First Policy Institute, a think tank begun in 2021 to promote President Trump's policy agenda. The institute was founded by Brooke Rollins, the current Secretary of Agriculture, and Larry Kudlow, Trump's former director of the National Economic Council.
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In addition, Coinbase has been advised that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Coinbase's Class A common stock and/or purchasing or selling Coinbase's Class A common stock or other securities of Coinbase in secondary market transactions following the pricing of the notes and from time to time prior to the maturity of each series of notes (and are likely to do so during the relevant valuation periods under the capped call transactions or following any early conversion of the notes, any repurchase of the notes by Coinbase on any fundamental change repurchase date, any redemption date (with respect to the 2032 notes) or any other date on which the notes are retired by Coinbase, in each case if Coinbase exercises its option to terminate the relevant portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Coinbase's Class A common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of a series of the notes, it could affect the number of shares of Class A common stock, if any, and value of the consideration that noteholders will receive upon conversion of the applicable notes. The notes were only offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. Neither the notes nor the shares of Coinbase's Class A common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the notes or any shares of Class A common stock potentially issuable upon conversion of the notes and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. About Coinbase Crypto creates economic freedom by ensuring that people can participate fairly in the economy, and Coinbase (Nasdaq: COIN) is on a mission to increase economic freedom for more than 1 billion people. Coinbase is updating the century-old financial system by providing a trusted platform that makes it easy for people and institutions to engage with crypto assets, including trading, staking, safekeeping, spending, and fast, free global transfers. Coinbase also provides critical infrastructure for onchain activity and support builders who share its vision that onchain is the new online. And together with the crypto community, Coinbase advocates for responsible rules to make the benefits of crypto available around the world. Cautionary Statement Regarding Forward-Looking Statements This press release contains 'forward-looking statements' including, among other things, statements relating to the completion of the offering, the potential effects of entering into capped call transactions, and the expected use of proceeds from the offering. Statements containing words such as 'could,' 'believe,' 'expect,' 'intend,' 'will,' or similar expressions constitute forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether or not Coinbase will consummate the offering, prevailing market conditions, the anticipated use of the net proceeds of the offering, which could change as a result of market conditions or for other reasons, the impact of general economic, industry or political conditions in the United States or internationally, and whether the capped call transactions will become effective. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect Coinbase's business and financial results, please review the 'Risk Factors' described in Coinbase's Annual Report on Form 10-K for the year ended December 31, 2024 and in Coinbase's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed with the Securities and Exchange Commission (the 'SEC') and in Coinbase's other filings with the SEC. Except as may be required by law, Coinbase undertakes no obligation, and does not intend, to update these forward-looking statements after the date of this release.