USA Law and Practice Contributed by: Gregory Strong, Sarah W. Chen, Brian Farber and Amil Sumaiya Malik, Cahill Gordon & Reindel LLP
assets through exchange-traded products (ETPs). Through the first quarter of 2024, the SEC approved the listing and trading of multiple spot Bitcoin ETPs, marking a significant shift in its approach to crypto- linked investment products. The SEC subsequently approved rule changes permitting the listing and trading of spot Ether ETFs in May 2024, and on 17 September 2025 approved generic listing standards for certain crypto-based ETPs, marking a shift from product-specific approvals to a more standardised, rules-based framework for market access. While these developments have contributed to increased institutional participation and inflows into crypto ETPs, the current landscape remains largely limited to bit- coin and ether, with a more limited but growing set of ETPs referencing other digital assets (such as SOL, XRP and DOT), which continue to face an evolving Tokenised securities are treated as securities in the USA. However, questions remain about the viability of tokenised securities, as they are not provided for in the UCC that gives states one set of rules for com- mercial transactions such as sales of goods, nego- tiable instruments, funds transfers, letters of credit, securities and secured lending. The UCC only recog- nises two categories of securities – certificated and uncertificated. Traditionally, certificated securities are represented by a physical certificate while uncertifi- cated securities are represented as ledger entries in the books and records maintained by the issuer or its agent. regulatory landscape. 2.4 Token Issuance There is debate about whether a tokenised security can be certificated because the rights and obliga- tions associated with the security are not reduced to writing on paper and electronic certificates are not provided for under the UCC. It may be possible to classify tokenised securities as uncertificated; how- ever, there are specific rules regarding how uncertifi- cated securities may be transacted under the UCC and recorded on the books and records of the issuer that may not be consistent with the manner in which blockchain-based assets are transferred in practice. Without clear recognition under the UCC, holders of tokenised securities may face legal risks in proving or defending their ownership rights, especially in cases
of insolvency or competing claims. This issue has been recognised by practitioners who are working on solutions under the UCC. Guidance released on 28 January 2026 by the staff of the SEC’s Divisions of Corporation Finance, Invest- ment Management, and Trading and Markets under- scores that tokenised securities may take multiple structural forms, including issuer-sponsored models in which ownership records are maintained on-chain, and third-party models that rely on custodial arrange- ments or synthetic exposure. In issuer-sponsored structures, the use of distributed ledger technology to maintain the “master securityholder file” does not alter the application of federal securities laws, even where ownership records are maintained partially or entirely on-chain. However, where third parties tokenise exist- ing securities – particularly through custodial or syn- thetic arrangements – additional risks arise, including intermediary insolvency risk and potential divergence between the rights conveyed by the token and those associated with the underlying security. Non-Fungible Tokens (NFTs) There are no regulations in the USA that are specific to NFTs as such, but existing laws apply to these digital assets and activities involving them. Given their non- fungible nature, NFTs are unlikely to be considered “commodities”. To the extent that an offer or sale of NFTs constitutes an investment contract under the Howey test, they could be classified as securities and subject to compliance with securities laws. Additionally, offer and sale of NFTs as consumer prod- ucts such as collectibles would be subject to con- sumer protection laws and regulations. Both federal and state consumer protection laws generally prohibit unfair or deceptive acts and practices with respect to consumer goods and services. Similar to other types of digital assets, those selling NFTs must also keep sanctions compliance in mind and take steps to avoid engaging in transactions with sanctioned individuals or individuals residing in sanctioned jurisdictions. Meme Coins On 27 February 2025, the SEC’s Division of Corpora- tion Finance issued a Staff Statement on Meme Coins, clarifying for the first time that typical meme coins are
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