@HesterPeirce I gotta agree with @milesjennings here. Taking everything you guys have put out--the spring guidance, Reg Crypto, and now this--it looks to me and every other lawyer I've talked to like a massive loophole is being opened where a high-reputation team can just make no promises/representations and be outside the securities laws. People will still buy the token, because it's a high-reputation team and the people will have FOMO. What this is saying is that "each issuer determines the thresholds"--the issuer is determining itself whether and to what extent securities laws will apply. This is the SEC cabining Howey so that the only facts and circumstances relevant to determining whether an investment contract exists are the issuer's own words. Consider cases like LBRY where the court looked to facts about incentive alignment etc. and explicitly rejecting the argument that promises are needed. Maybe cabining Howey this way is the right answer--after all, it's a super fuzzy-logic test that has imposed massive costs on projects and been excessively padded the pockets of lawyers. But it *will* cause a loophole, or that's certainly how it's being perceived, so if that's *not* the Staff's intention or that's not what you really mean, something major is getting lost in translation.