Key Takeaways
- • Vault12 raised $17.45 million from 38 investors selling Vault Guardian Token (VGT) through 2018 agreements for future tokens, yet VGT has never traded on a centralized exchange, according to the firm's SEC comment letter.
- • Vault12 argues the SEC's proposed token safe harbor under Regulation Crypto Assets does not give exchanges enough certainty to list legacy tokens, because a later SEC challenge could reinstate securities treatment.
- • Vault12 proposes that a properly filed certification become conclusive if the SEC does not object within 60 days, subject to exceptions for fraud or material misstatements.
- • The firm says it supports concerns raised by The Digital Chamber, and its letter was submitted in response to the SEC's proposal.
Summary
Crypto wallet backup firm Vault12, backed by Winklevoss Capital and Naval Ravikant, has used a comment letter to the U.S. Securities and Exchange Commission to argue that the agency's proposed token safe harbor could leave centralized exchanges unwilling to list tokens. The letter, submitted on a Tuesday and reported by CoinDesk on October 21, 2026, centers on VGT, which Vault12 says it sold for $17.45 million from 38 investors in 2018 through agreements for future tokens.
Vault12 says it has fulfilled or formally abandoned every commitment in its 2018 white paper, yet the token has never traded on a centralized exchange. According to the letter, exchanges that considered listing VGT repeatedly asked the same question: how they could know the SEC would not later say VGT remained subject to the original investment contract. The company argued the proposed safe harbor does not give them enough certainty to proceed.
The safe harbor is part of the SEC's Regulation Crypto Assets proposal, issued in August. It would create exemptions for token fundraising and a conditional safe harbor for ending an investment contract tied to a token. To qualify, issuers would have to complete or permanently stop promised essential managerial efforts, make no new such commitments, have no intention of making them, and file a transition report known as Form TR. The SEC's proposal says the agency could challenge whether an issuer met these conditions, and that an inaccurate certification could mean the investment contract had not ended. It also states the safe harbor would not stop other parties from asserting that a token was subject to an investment contract or was otherwise a security.
To address this, Vault12 proposed a 60-day window for SEC objections, after which a properly filed certification would become conclusive for the agency, with exceptions for fraud or material misstatements. Its concerns echo a comment letter from The Digital Chamber, which Vault12 says it supports.
Vault12 says it has fulfilled or formally abandoned every commitment in its 2018 white paper, yet the token has never traded on a centralized exchange. According to the letter, exchanges that considered listing VGT repeatedly asked the same question: how they could know the SEC would not later say VGT remained subject to the original investment contract. The company argued the proposed safe harbor does not give them enough certainty to proceed.
The safe harbor is part of the SEC's Regulation Crypto Assets proposal, issued in August. It would create exemptions for token fundraising and a conditional safe harbor for ending an investment contract tied to a token. To qualify, issuers would have to complete or permanently stop promised essential managerial efforts, make no new such commitments, have no intention of making them, and file a transition report known as Form TR. The SEC's proposal says the agency could challenge whether an issuer met these conditions, and that an inaccurate certification could mean the investment contract had not ended. It also states the safe harbor would not stop other parties from asserting that a token was subject to an investment contract or was otherwise a security.
To address this, Vault12 proposed a 60-day window for SEC objections, after which a properly filed certification would become conclusive for the agency, with exceptions for fraud or material misstatements. Its concerns echo a comment letter from The Digital Chamber, which Vault12 says it supports.
Go deeper than the headline
Research every firm in this story, track the ones that matter and get the daily briefing — free for 7 days.