SEC’s New Crypto Rules Could Hand Ripple a Legal Exit Ramp for XRP

SEC Chairman Paul Atkins framed the effort as part of a broader push for clarity.

“Regulation Crypto Assets seeks to provide crypto asset entrepreneurs and market participants with clear pathways to raise capital under the federal securities laws,” Atkins said, adding that the safe harbor applies once an issuer has “permanently ceased all essential managerial efforts” it represented or promised under an investment contract.

Why the New Fundraising Exemptions Don’t Really Move the Needle for Ripple

Attorney Bill Morgan, who has closely tracked the Ripple case, argued the new dollar-based exemptions aren’t particularly useful for Ripple specifically. Ripple currently releases roughly $300 million worth of XRP from escrow monthly, a figure that dwarfs the new $75 million annual threshold on its own.

Morgan also pointed out that Ripple already has other tools available: Ripple reportedly received a bad actor waiver from the SEC last year, per Morgan, allowing the company to rely on the existing Rule 506 exemption for private securities offerings to institutional investors.

The Real Opportunity

Where Morgan sees genuine relevance is in the proposal’s safe harbor provision, sometimes referred to as Rule 400. To use it, Ripple would need to certify that its managerial efforts tied to XRP have permanently ceased, removing the investment contract classification that a court previously applied to some of Ripple’s institutional sales, and that remains bound by a permanent injunction against violating securities laws.

Morgan says XRP has a plausible path toward qualifying for this safe harbor, pointing to Ripple’s expanding focus on RLUSD and several acquisitions made over the past 18 months as evidence the company’s core activity has shifted away from XRP-specific development work.

In his view, most of what Ripple does today falls into the category the SEC currently treats as non-essential, post-functionality activity, a dynamic he says explains why Ripple has stayed notably quiet on new promises or representations tied to XRP itself.

The open question isn’t whether XRP counts as a commodity going forward, but whether Ripple can formally close the door on its past institutional sales being treated as investment contracts.