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Hello readers. The regulatory framework that US fund sponsors have waited for since 2017 arrived in a single 48-hour window this week.
The SEC published a definitive token taxonomy, proposed capital-raising exemptions up to $75 million, and approved Nasdaq to trade tokenized securities.
For US-focused operators, the question shifts from “will regulators allow this?” to “which offering pathway fits my next raise?”
In this weeks ReFi Brief:
The Big Read: What the SEC’s Triple Action Changes for Your Next Tokenized Raise
Hamilton Lane invests in Republic for tokenized private markets distribution
Apex Group and Polygon announce T-REX Ledger for institutional compliance
Propy acquires Boss Law as third AI-led title roll-up
THE BIG READ
SEC Gives Fund Sponsors a Tokenization Framework
Fund sponsors and syndicators raising capital from multiple investors through pooled real estate vehicles have spent years waiting on one regulatory answer.
Before evaluating any new offering structure, before engaging securities counsel on how to issue fund interests through new channels, before running cost-benefit analysis on modernizing a capital raise, the threshold question was always the same.
How will the SEC classify these instruments, and under what framework can they be offered?
This week, three coordinated SEC actions in 48 hours established the clearest regulatory framework for tokenized securities since the commission first applied securities law to digital assets.
On March 17, a Commission-level interpretation established a five-category token taxonomy jointly with the CFTC. The framework classifies digital assets into Digital Commodities, Digital Collectibles, Digital Tools, Stablecoins, and Digital Securities.
Tokenized fund interests, REIT shares, and SPV property tokens fall within the Digital Securities category, confirming they remain subject to existing securities laws while other token types do not.
This supersedes the January 2026 Division-level staff statement, which carried no legal force. A Commission-level interpretation is a final agency statement of position that securities counsel can rely on when structuring offerings.
The same day, Chairman Paul Atkins proposed three new exemptions at The Digital Chamber’s DC Blockchain Summit.
A $75 million fundraising exemption would allow issuers to raise up to $75M in any 12-month period with principles-based disclosure filed with the SEC.
A $5 million startup exemption, capped over four years, would lower the barrier for smaller operators testing tokenized structures.
And an investment contract safe harbor would provide a rule-based standard for when a crypto asset exits securities law.
These remain conceptual proposals. Atkins used deliberately tentative language, and a formal rulemaking proposal is expected within weeks.
One day later, the SEC approved Nasdaq to trade tokenized securities under Release No. 34-105047.
The approval covers Russell 1000 stocks and major-index ETFs, with tokenized shares carrying identical CUSIPs and trading on the same order book as traditional counterparts.
The DTC Tokenization Pilot launches in H2 2026. Russell 1000 REITs are already eligible under this framework.
