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American CryptoFed withdrew its second attempt to register the Locke governance token after the US Securities and Exchange Commission (SEC) staff found numerous material failures in its disclosure filing.
The Wyoming organization submitted the withdrawal request on Aug. 3, preventing its Form 10 registration statement from becoming effective automatically on Aug. 15 while the staff’s concerns remained unresolved.
American CryptoFed operates as a Wyoming nonprofit unincorporated association and describes itself as the successor to American CryptoFed DAO LLC.
Wyoming to recognize DAOs as legal entities under newly passed law
The bill recognizes the blockchain-related aspects of DAOs and has attracted praise from several members of the crypto industry.
The organization says its network is designed to address what it considers structural weaknesses in fractional reserve banking.
It argues that the US monetary system depends on extensive supervision from agencies including the Federal Reserve and the Office of the Comptroller of the Currency, alongside deposit insurance provided by the Federal Deposit Insurance Corporation.
American CryptoFed proposes replacing that structure with a token-based monetary system intended to operate without inflation, deflation, or transaction costs while supporting maximum employment.
Its constitution assigns Locke a governance role within that system, while Ducat would function as the payment token.
Locke is intended to operate on the Ethereum blockchain with a maximum supply of 10 trillion tokens. No Locke tokens had been issued, granted, or sold when American CryptoFed withdrew the filing.
On the other hand, Ducat would only have been launched if Locke’s value reached and sustained a value equivalent to $0.10 USD per token. However, American CryptoFed stated that there was no guarantee that Locke tokens would have any value.
Locke’s next route depends on unfinished SEC rules
The withdrawal leaves American CryptoFed without a current route to register Locke and without a ruling on whether the token falls under federal securities law.
American CryptoFed first sought to register Locke in 2021 through American CryptoFed DAO LLC, its now-dissolved predecessor. It attempted to withdraw the filing in July 2022 after the SEC opened administrative proceedings over alleged disclosure deficiencies.
The Commission dismissed those proceedings in February 2026 after determining that the withdrawal had been effective. However, it expressed no view on whether Locke or Ducat qualified as securities.
American CryptoFed said it could submit another filing under a potential SEC crypto framework identified as RIN 3235-AN38. The initiative was still classified as an economically significant proposed rule undergoing White House review as of Aug. 4, with no legal deadline for completion.
The SEC’s regulatory agenda says staff is considering recommending rules governing crypto-asset offerings that could include exemptions and safe harbors. No proposal had taken effect, and the agenda does not establish that Locke would qualify for any eventual exemption.
Indeed, SEC Chair Paul Atkins had also described a possible future framework where the safe harbor would provide crypto innovators bespoke pathways to raise capital in the US, while providing appropriate investor protections
However, the initiative remains a proposed rule rather than an operative exemption.
Therefore, any renewed Locke effort would require American CryptoFed to submit a new registration statement addressing the staff’s concerns or wait for a regulatory pathway that has been formally adopted and applies to its token model.
