1. What Blockworks is asking the SEC to require
Blockworks, a crypto data and media company, has asked the Securities and Exchange Commission to require token projects that raise money under its proposed offering rules to disclose token loans, agreements with exchanges and market makers, and tokens paid to advisers and influencers. The request comes in a comment letter on Regulation Crypto Assets, with the comment period closing on October 20.
The letter also asks the agency to recognize a new kind of filing agent. Blockworks described its requests in a briefing shared ahead of the letter's release, and the full text had not been made public when the briefing was circulated.
2. What is Regulation Crypto Assets?
Regulation Crypto Assets is the SEC's proposed framework for token offerings, put forward in August. It would create a path for crypto startups to raise money from the public under a tailored set of disclosure rules, instead of fitting a token sale into the traditional securities registration process. Under the proposal, token startups could raise up to $5 million over four years, or up to $75 million in a 12-month period.
Disclosure is the central idea of U.S. securities regulation: instead of judging whether an investment is good, the SEC aims to ensure that buyers receive the information needed to judge for themselves. Applying that principle to tokens is difficult, because much of what matters about a token project sits on a public blockchain, in contracts and wallets, rather than in the audited financial statements that traditional issuers file.
The proposal arrived after the Clarity Act stalled in the Senate. SEC and CFTC leaders said last month that their agencies would write crypto rules under existing authority rather than wait for Congress. The SEC must review the comments filed under File No. S7-2026-27 before adopting any final rule.
3. How the SEC draft compares with Blockworks' proposal
The SEC's draft is less prescriptive than what Blockworks wants. Its Rule 103 lists broad subjects that an issuer must address, including supply, lockups, distribution and holdings by related persons, and it requires disclosure of the material aspects of each without spelling out detailed line items.
The difference between the two approaches is a familiar one in rulemaking. A principles-based rule gives issuers flexibility to decide what is material, which can keep filings relevant but also leaves room for omissions. A rule with specific line items forces every issuer to answer the same questions, which makes filings easier to compare and harder to avoid, though it can also become outdated as market practices change.
Blockworks asks the agency to write items from its own Token Transparency Framework into the rules. The disclosures it wants include token loans and liquidity arrangements, exchange and market-maker agreements, tokens paid to advisers or influencers, key wallet and contract addresses, and the way supply is calculated.
The proposing release, numbered 33-11434, does not mention market makers or Blockworks. It does, however, ask commenters whether the SEC should adopt more prescriptive requirements, which gives Blockworks an opening to argue for its list.
4. Why market-maker deals and promoter payments matter
Market makers are firms that quote buy and sell prices for a token so that traders can enter and exit positions. Many projects arrange for them through agreements that may involve lending the market maker a quantity of the project's own tokens. Those arrangements shape how liquid a token appears and how much supply is available to trade.
Token loans deserve particular attention. A loan of tokens to a trading firm moves a quantity of supply out of the project's treasury and into the market, and the terms of repayment, including when and how the tokens return, can affect the amount of supply available over time. Because such loans are private contracts, outsiders usually cannot see them unless the project chooses to say so.
Disclosure of these deals bears on a basic question for buyers: how much of the visible trading is organic. If a project has lent a large block of tokens to a market maker, or has agreed that the firm will maintain certain price quotes, an investor looking at trading volume and the order book is seeing the result of a contractual arrangement as well as of independent demand. Knowing the terms helps explain what the numbers really show.
Payments to advisers and influencers are a separate concern. When a project hands tokens to people who promote it, buyers may not know that those promoters hold an interest in the price. Blockworks' position is that investors should see these arrangements in the filing, so they can weigh them when judging a project.
5. A new role: the Qualified Onchain Disclosure Agent
The idea borrows from a pattern already familiar in finance, where specialized intermediaries handle the preparation and submission of required filings. In this case the intermediary would draw on blockchain data that anyone can inspect, which could reduce the manual work involved and give readers a way to check a project's statements against the chain itself.
Blockworks proposes that the SEC recognize a role it calls the Qualified Onchain Disclosure Agent. The agent would be an independent provider that meets standards set by the agency.
The workflow it describes begins with the project linking its wallets and contracts. The agent's software then pulls in the data visible on chain, the project fills in the remaining information, and the project reviews and approves the filing. The agent would keep a public, searchable archive showing dated versions of each disclosure. The SEC's release does not describe any such agent.
6. Tokens without a current filing
The letter goes further by proposing that exchanges or other third parties could prepare disclosures for projects that never filed. A third party could also maintain a labeled record after a project shuts down or leaves mandatory reporting. Under the SEC proposal, the duty to disclose rests with the issuer.
Token markets differ from stock markets in that a token can continue to trade long after the team that created it has stopped issuing updates. Holders of such tokens may have little reliable information about supply, ownership concentration or the contracts that govern the asset. A third-party record, clearly labeled as such, would at least give them a consistent reference point.
That distinction is significant. A system built only on issuer filings leaves a gap for tokens whose teams are absent, defunct or unwilling to comply, and Blockworks' suggestion is aimed at that gap.
7. Who stands behind the framework
Industry-backed standards of this kind are common when a new market is looking for shared rules. The usefulness of such a framework to regulators depends on how widely it is adopted and on whether the SEC regards its categories as a suitable basis for binding requirements.
Blockworks developed and runs the Token Transparency Framework, and it sent the letter together with its Transparency Alliance, a group of backing firms. Companies listed as members on the framework's disclosure site include Coinbase, Kraken, Binance.US and ARK Invest. Blockworks has not said which firms, if any, signed the letter.
The structure raises a question that observers of the rulemaking are likely to ask: how far a private company that designs a disclosure standard should be involved in the system that applies it. Blockworks is both the author of the framework and a provider of tools for filing under it, and it also operates a crypto news business. Those overlapping roles do not prevent the SEC from considering the proposal on its merits, but they are part of the context in which the agency will read the letter.
The site lists both filings submitted by issuers and filings compiled by Blockworks. The company offers tools to issuers, including an Issuer Console and RapidFile, a free tool that drafts filings under the framework. The briefing did not say whether Blockworks itself would act as a disclosure agent if the SEC created the role.
8. What happens after the comment deadline
The deadline arrives at a time when the shape of U.S. crypto regulation is being set largely by agency action. With the Clarity Act stalled, the SEC and the CFTC are relying on their existing powers, so the details written into rules such as this one carry added weight for the industry.
Comment letters are a routine part of how federal agencies write rules. The SEC publishes a proposal, invites the public to respond, and then reviews the submissions, which can come from companies, trade groups, law firms, investors and individuals. The agency is expected to consider significant points raised in the comments, and a final rule may differ from the draft as a result. Letters that offer concrete drafting language, as Blockworks' does with its line items, are often easier for staff to incorporate than general objections.
Comments on the proposal are due on October 20. After that date the SEC staff will review the submissions, and the commission would need to weigh them before adopting a final rule. No adoption date has been announced.
For token projects, the practical consequence is that the cost and content of compliance remain uncertain until the final rule appears. For exchanges, market makers and promoters, the question is whether the arrangements they have traditionally kept private will be required to appear in public filings. And for investors, the outcome will help decide how much visibility they have into the commercial deals that surround a token launch.
Whether the agency leans toward a more detailed disclosure regime, as Blockworks wants, or keeps its broader approach will determine how much information token buyers receive about the deals behind a project's trading.