Ripple has submitted a new market structure letter to the SEC’s Crypto Task Force, urging the agency to draw a strong line between a securities offering and an underlying token that may later trade on secondary markets, a framework that may matter in how XRP (SEC filing) and other tokens are treated in disclosure and regulatory discussions.
In a presentation dated January 9, 2026, signed by the Chief Legal Officer, Stuart Alderoty, General Counsel Sameer Dhond, and Deputy General Counsel Deborah McCrimmon, Ripple presents his comments as an opinion on the Commission’s ongoing rulemaking or oversight, clearly linking his argument to similar legislative efforts on Capitol Hill.
The company refers to previous letters dated March 21, 2025 and May 27, 2025, and points to the House’s CLARITY Act of 2025 and the Senate’s discussion draft as evidence that the class action will go into “mandate, disclosure, and administration of the secondary market.”
Ripple Pushes SEC To Cement XRP’s Post-Lawsuit Status
Ripple’s main thesis is that regulators should move away from “diversification” as an official metric because it is “not the best situation” and creates “unbearable uncertainty,” including both “false negatives” and “false positives”.
One of Ripple’s main concerns is that assets could be considered stuck in the securities regime simply because the company still holds inventory or continues to contribute to development, a point that has clear parallels with Ripple. The company still holds the majority of all XRP in their issuance while the developer arm RippleX contributes significantly to the development of the XRP Ledger.
Instead, Ripple is pushing the SEC to regulate “legal rights and obligations,” emphasizing compelling promises rather than market news about ongoing efforts. The book argues that regulatory theories that focus on the “efforts of others” risk collapsing Howey’s multi-dimensional analysis into a single and, in Ripple’s view, over-sweeping dimension.
The next phase is Ripple’s contention that the SEC’s jurisdiction should be limited to the “lifetime of the obligation,” rather than treating the asset as labeled forever. In a piece that goes directly to the meaning of the secondary market, Ripple writes:
“The authority of the Commission should track the duration of the obligation; to control the ‘promise’ while it exists, but to release the ‘property’ when that promise has been fulfilled or ended. The opposing factor is the rights of the legal owner, not their economic prospects. Without that bright line, the definition of the security, and the limits of the SEC law are changing, it has become irregular and unbounded limits.
That the framework is important for XRP and is relevant to the SEC case: whether the secondary market trading of the token can remain under the supervision of the securities law for a long time after any initial statements of distribution, marketing, or of the development period. Ripple clearly rejects the notion that active secondary trading is also the hook of the law, comparing high-speed crypto markets to commodities like gold and silver and secondary markets for consumer devices.
Ripple also spends a reasonable amount of time on the border of “raising money”, striving for integrity as a bright line that separates the main distribution from the trading of exchanges where the partners are unknown and issuing “as another market actor.”
In that context, the book warns that treating everything that is sold as a perpetual currency creates “perverse effects,” including what it calls “Zombie Promise” and “Operational Paralysis”: the language, although general, speaks clearly about the concerns about the assets of tokens held by issuers and the responsibilities that may be attached to treasury management and sales methods.
Separately, Ripple allows for “fitness for purpose” disclosures in cases where securities regulation is actually warranted, rather than enforcing “full corporate registration designed for traditional equity.” For XRP owners and market participants, that is a directional signal: Ripple opposes a regime where the causes of disclosure attach to certain promises or certain types of ongoing control, not to the token as something permanent.
Time is remarkable. Ripple wrote a letter dated January 9, 2026, less than a week before the January 15 market regarding the comprehensive legislation for the structure of the digital assets market in the US Senate Banking Committee, which is an approaching deadline that can change the way the classification language, legal lines, and disclosure concepts are hardened into legal text.
At press time, XRP traded at $2.05.
The featured image was created with DALL.E, a chart from TradingView.com
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