Response of the Office of Chief Counsel
Division of Corporation Finance
Re: Canton Coin
We are responding to your letter dated October 30, 2026 addressed to Ted Yu, Jonathan Ingram, Andrew Schoeffler and Mark Vilardo. Capitalized terms have the same meanings as defined in your letter.
In reliance on the representations provided in your letter, the Division is of the view that Canton Coin is a “digital commodity,” as that term is described in the Interpretation. In reaching this position, we particularly note your representations that (1) Canton Coin is intrinsically linked to and derives its value from the programmatic operation of the Canton Network, as well as supply and demand dynamics, rather than from the expectation of profits from the essential managerial efforts of others and (2) the Canton Network has no “central party,” as that term is defined in the Interpretation.
Further, based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion as counsel, Canton Coin is minted programmatically by Super Validators, Validators and application providers, in the manner and under the circumstances described in your letter, without registration under Section 5 of the Securities Act or Section 12(g) of the Exchange Act.
These positions are based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach different conclusions. Further, the no-action response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the issues presented.
Sincerely,
Jonathan A. Ingram
Deputy Chief Counsel
Office of Chief Counsel Team:
Ted Yu, Chief Counsel
Andrew P. Schoeffler, Senior Special Counsel
Mark F. Vilardo, Special Counsel
