Token issuer tells SEC its safe harbor plan leaves exchanges afraid to list older coins

Vault12 raised $17.45 million selling VGT in 2018, but says no exchange will list it without assurance the regulator will not later reverse course

By LineZotpaper

Published21 October 2026

Read Time2 min

Crypto wallet backup firm Vault12 has warned the US Securities and Exchange Commission (SEC) that its proposed token safe harbor would leave exchanges unwilling to list tokens from older projects, using its own Vault Guardian Token (VGT) as proof. The company, which raised $17.45 million from 38 investors in 2018, said it has met or formally abandoned every commitment in its white paper, yet VGT has still never traded on a centralized exchange because listing venues fear a later regulatory challenge.

In a comment letter filed this week, Vault12 said exchanges it approached about listing VGT repeatedly asked the same question: “How do we know the SEC won’t later say VGT is still subject to the old investment contract?”

That question goes to the heart of the SEC’s Regulation Crypto Assets proposal, issued in August. The plan would create exemptions for token fundraising and a conditional safe harbor for ending an investment contract associated with a token. Issuers would have to complete or permanently stop promised essential managerial efforts, make no new such commitments and have no intention of doing so, then file a transition report known as Form TR explaining their conclusion.

But the SEC’s proposal says the agency could still challenge whether an issuer met the safe harbor’s conditions. If a certification was inaccurate, the regulator could conclude the investment contract had not ended and securities-law requirements continued to apply. The proposal also says the safe harbor would not prevent other parties from asserting that a token was an investment contract or otherwise a security.

That residual risk is what Vault12 says keeps exchanges away. The company, backed by Winklevoss Capital and Naval Ravikant, proposes a 60-day window for SEC objections, after which a properly filed certification would become conclusive for the agency, subject to exceptions including fraud or material misstatements.

Vault12 said its concerns echo a comment letter from industry group The Digital Chamber, which the company says it supports.

Analysis

Why This Matters

The SEC’s safe harbor is meant to give older crypto projects a path out of securities treatment, but if exchanges still refuse to list tokens, the framework may fail its purpose in practice.
The outcome affects any project that sold tokens before the rules were clear, and the investors who hold those tokens with no liquid market.
Vault12’s proposal for a conclusive 60-day review window, if adopted, would shift the balance of risk from exchanges to the SEC.

Background

The SEC has long treated tokens sold as investment contracts as securities, which means trading them on exchanges can require registration. The Regulation Crypto Assets proposal, issued in August, is the agency’s attempt to lay out when a token no longer counts as part of the original investment contract. Issuers must show they have wound down their promised efforts and file a transition report explaining why. The open question is how much certainty that process gives to third parties such as exchanges, which face their own legal exposure if they list a token the SEC later decides is a security.

Key Perspectives

Vault12: Argues it did everything the safe harbor would require and the token still cannot get listed. It wants a 60-day window for SEC objections, after which a certification would be conclusive except in cases of fraud or material misstatements.

Centralized exchanges: They told Vault12 they need assurance the SEC will not later challenge a token’s status before they will list it, reflecting the risk they would bear if the regulator reversed course.

The SEC: Its proposal reserves the right to challenge whether an issuer genuinely met the safe harbor’s conditions, and notes the safe harbor would not stop third parties from arguing a token is a security.

What to Watch

Whether the SEC’s final rule adopts any form of conclusive review window, and how long it gives issuers to receive a response.
How many other issuers file comment letters raising the same listing-certainty problem.
Whether any exchange lists VGT or similar legacy tokens if the final framework is more definitive.

Sources

Why centralized exchanges refuse to list legacy crypto tokens without explicit SEC immunity · CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data

Checked

11 claims in this story checked against 1 source: 8 supported.

Show each claim

Partly supportedThe SEC’s proposed safe harbor will leave exchanges afraid to list older tokens.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Vault12 ... warned that the SEC’s proposed token safe harbor could leave exchanges unwilling to list tokens because of the risk of a later regulatory challenge.”
Partly supportedNo exchange will list VGT without assurance the SEC will not later reverse course.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Exchanges Vault12 approached about listing VGT wanted assurance that the SEC would not later challenge the token’s status, according to the letter. The company argued that the proposed safe harbor does not provide enough certainty for them to proceed.”
SupportedVault12 raised $17.45 million from 38 investors in 2018 by selling VGT.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Vault 12 raised $17.45 million from 38 investors through agreements for future tokens in 2018”
Partly supportedVault12’s VGT is an example of the safe-harbor problem, and the proposal would leave exchanges unwilling to list older-project tokens.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “The issuer of a cryptocurrency token that has never traded on a major exchange has presented an early test of the U.S. Securities and Exchange Commission’s (SEC) proposed safe harbor framework.”
SupportedVault12 said it had met or formally abandoned every commitment in its white paper.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Vault12 says its 2018 token sale fits that path almost exactly: it has fulfilled or formally abandoned every commitment in its white paper”
SupportedVGT has never traded on a centralized exchange because listing venues fear a later regulatory challenge.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Vault12 raised $17.45 million selling VGT in 2018 and says it met or dropped every promise, yet the token has never traded on a centralized exchange.”
SupportedExchanges repeatedly asked Vault12, “How do we know the SEC won’t later say VGT is still subject to the old investment contract?”CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Vault12 said exchanges considering a VGT listing repeatedly raised the same question: “How do we know the SEC won’t later say VGT is still subject to the old investment contract?””
SupportedThe proposal would create token-fundraising exemptions and a conditional safe harbor for ending an investment contract, with issuers required to stop or complete promised essential managerial efforts, make no new commitments or plan to, and file Form TR.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “To use the safe harbor, issuers would have to complete or permanently stop promised essential managerial efforts, make no new such commitments and have no intention of doing so. They would also file a transition report, known as Form TR”
SupportedThe SEC could challenge whether an issuer met the safe harbor’s conditions, and an inaccurate certification could mean the investment contract had not ended and securities-law requirements continued to apply.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “The SEC’s proposal says the agency could challenge whether an issuer met the safe harbor’s conditions. If a certification was inaccurate, the regulator could conclude that the investment contract had not ended and securities-law requirements continued to apply.”
SupportedVault12 proposed that a properly filed certification become conclusive for the SEC if it did not object within 60 days, subject to exceptions including fraud or material misstatements.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Vault12 suggested an alternative 60-day window for SEC objections, after which a properly filed certification would become conclusive for the agency, subject to exceptions including fraud or material misstatements.”
SupportedVault12 is backed by Winklevoss Capital and Naval Ravikant, and says it supports The Digital Chamber’s comment letter.CoinDesk: Bitcoin, Ethereum, Crypto News and Price Data: “Crypto wallet backup firm Vault12, backed by Winklevoss Capital and Naval Ravikant”