We Submitted a Proposal to the SEC for Secondary Trading of Tokenized Securities

December 10, 2025

This morning, GUARDD submitted a comment letter to the SEC’s Crypto Task Force proposing a framework that could unlock secondary liquidity for tokenized and exempt securities.

The proposal responds directly to SEC Chairman Paul Atkins, who last week delivered two speeches signaling a significant shift in how the Commission thinks about disclosure requirements and on-chain markets.

What Chairman Atkins Said

At the New York Stock Exchange on December 2, Atkins called for disclosure requirements that “scale with a company’s size and maturity” and are “rooted in the concept of financial materiality.” He noted that the last comprehensive reform of large and small company thresholds was in 2005—and that a company with $250 million in public float is currently subject to the same rules as one 100 times its size.

Two days later, at the Investor Advisory Committee meeting, Atkins turned to tokenization. His assessment was blunt: “Tokenized shares risk becoming nothing more than conversation pieces if their owners cannot trade them competitively in liquid on-chain environments.”

He then asked Commission staff to recommend how the SEC might use its exemptive authority to enable on-chain innovation—with a framework that is “cabined, time limited, transparent, and anchored in strong investor protections.”

Our Proposal: Qualified Disclosure Publishers

We took him up on it.

Our letter proposes that the SEC use its exemptive authority under Section 36 of the Securities Exchange Act to establish a framework recognizing “Qualified Disclosure Publishers” (QDPs). These would be entities that meet specified standards for collecting, verifying, and publicly disseminating issuer information.

Under this framework:

• Broker-dealers could rely on QDP-published information to satisfy Rule 15c2-11 requirements
• Alternative Trading Systems could list securities with current QDP disclosures without additional information availability concerns
• Tokenized securities could trade on registered venues with compliant disclosure infrastructure already in place

The criteria we proposed cover four areas: information standards (tracking Rule 15c2-11(b) requirements plus token-specific data), update requirements (material changes, quarterly confirmations, annual financials), public accessibility (searchable, machine-readable, historical records), and operational standards (written procedures, data integrity controls, Commission examination).

Why This Matters

The JOBS Act transformed primary capital formation for emerging companies. Regulation Crowdfunding and Regulation A+ have enabled thousands of issuers to raise capital from everyday investors.

But secondary liquidity hasn’t kept pace. Investors in exempt offerings often find themselves holding securities with no practical way to sell them. The infrastructure for compliant secondary trading exists—Rule 15c2-11, the Manual Exemption, registered ATSs—but the pathway is complex, expensive, and lacks clear regulatory guidance.

The result is exactly what Chairman Atkins described: tokenized securities that are technically transferable but practically illiquid.

A QDP framework would change that. By establishing clear standards for disclosure publishers and confirming that broker-dealers and ATSs can rely on published information, the SEC could enable compliant secondary markets without requiring private company issuers to assume full Exchange Act reporting obligations.

GUARDD as Proof of Concept

We didn’t propose this framework in the abstract. GUARDD has been operating it since 2021.

We’ve processed disclosures for over 560 securities across Regulation A+, Regulation Crowdfunding, and Regulation D offerings. Our disclosures are published through Mergent’s National Securities Manual, recognized for Manual Exemption purposes in 43 states. We’ve integrated with registered Alternative Trading Systems.

The framework works. What’s missing is regulatory clarity that would give the broader market confidence to build on this foundation.

We’re not asking to be the exclusive Qualified Disclosure Publisher. We’re asking the SEC to recognize that this model is viable, establish clear standards, and let the market develop.

What Happens Next

The Crypto Task Force is actively reviewing submissions and meeting with industry participants. We’ve requested a meeting to discuss the proposal in more detail.

Chairman Atkins has set a clear direction: scaled disclosure, materiality-based requirements, and practical pathways for on-chain markets. Our proposal offers one way to get there.

GUARDD enables secondary trading compliance for exempt securities through standardized disclosure published via Mergent’s National Securities Manual. For more information, visit www.guardd.com. GUARDD is a sister company of Crowdfund Capital Advisors.