RWA深度解析 | 从“是否上链”到“是否证券”：SEC重申监管逻辑，RWA进入制度校准期

Core Viewpoint - The focus of market discussions is shifting from the feasibility of asset tokenization to the legal classification of tokenized assets and the applicable regulatory framework, as clarified by the SEC's recent statements on tokenized securities [1][5][10]. Group 1: Regulatory Framework - The SEC has established that the classification of assets as securities depends on their rights structure, revenue arrangements, and risk-bearing methods, rather than their tokenized form or operation on a distributed ledger [3][5]. - Tokenization is defined as a method for recording, issuing, and transferring securities, not as a new asset class, under existing U.S. securities laws [5][10]. - The SEC emphasizes that tokenization does not automatically alter the fundamental elements that determine whether an asset is classified as a security [6][10]. Group 2: Market Implications - The SEC's stance serves as a filtering mechanism, indicating that only RWA that can operate within the securities law framework will have a scalable foundation [11]. - The clarity in regulatory logic reduces policy uncertainty for institutions, facilitating long-term planning and cross-cycle strategies [13]. - For individual participants, the risk-return profile of RWA will increasingly resemble traditional financial products rather than high-volatility crypto assets [13]. Group 3: Transition Phase - The RWA sector is transitioning from a "concept-driven" phase to an "institution-driven" phase, where sustainability depends on the legal attributes of the asset, clarity of rights structure, and the affordability of compliance costs [10][12]. - The arrival of the institutional calibration period indicates that RWA is entering a phase of verifiable, replicable, and scalable development [13].