Regulatory Progress 2025–2026: Distinguishing RWA Tokens from Cryptocurrencies in the US, Europe, and Singapore

The era of legal uncertainty in digital assets is now over. Until 2025–2026, regulators lumped all tokens — from Bitcoin to tokenized bonds — into a single category of "crypto-assets." This created legal chaos. Companies did not know whether their token fell under securities or commodities regulation — or was not regulated at all.

The situation was complicated by the fact that regulators disagreed with one another. In the US, for example, the SEC filed dozens of lawsuits against issuers of various digital assets. A high-profile case was the action against Ripple, which lasted from 2020 to 2025. The SEC accused Ripple of selling XRP tokens as unregistered securities in the amount of $1.3 billion.

Thus, institutional token sales can constitute securities if they are carried out under contracts with qualified investors. This is direct confirmation that tokenized assets, when sold to institutional investors, fall under securities regulation.

In Europe, each country had its own rules for regulating token transactions. This made cross-border transactions risky.

In 2025–2026, regulators in the US, Europe, and Singapore drew a clear line between unbacked cryptocurrencies and RWA tokens. The RWA token is now recognized as a digital form of recording a classic financial instrument (a bond, an invoice, a fund unit) with a clear right of recourse.

In Europe, MiCA — the Markets in Crypto-Assets Regulation — is in force. Its key provisions apply from different dates: the CASP authorization regime has applied since December 30, 2024, and the requirements for stablecoins (ART/EMT) since June 30, 2024. On July 1, 2026, the grandfathering transitional period ends: that is when all national exceptions cease to apply. A number of countries closed the transitional window earlier: the Netherlands, Finland, Latvia, Hungary, Slovenia — June 30, 2025, Sweden — September 30, 2025. However, tokenized securities are removed from the scope of MiCA and are regulated under MiFID II.

US: in January 2026, the SEC issued a statement on tokenized securities, confirming that they are subject to the same securities laws as their traditional counterparts, and that clear registration pathways exist for them. In March 2026, the SEC and CFTC issued joint guidance that divided digital assets into five categories:

Within this classification, RWA tokens still fall under securities.

In Singapore, MAS, through Project Guardian, has developed operational standards for tokenized funds and trade finance, and in November 2025 published guidance on operationalizing tokenized funds.

This delineation has created a legal framework in which major players can work with tokenized assets without the risk of regulatory prosecution. The volume of liquid tokenized RWA on public blockchains reached $33.5 billion in mid-2026, compared with $12 billion a year earlier. These figures are cited by RWA.xyz.

However, almost this entire volume comes from tokenized US Treasury bonds and cash equivalents — approximately $26–28 billion of that sum. The tokenized trade finance sector is only beginning to take shape. This opens opportunities for infrastructure platforms such as Edenex.

But the approach differs in each jurisdiction — and this is important to understand when structuring transactions.

US: Evolution of Regulation from the Howey Test to Special RWA Regimes

In the US, the distinction between cryptocurrencies and RWA occurs at the level of determining whether a token is a security. The classic Howey Test continues to apply to unbacked crypto-assets: if a token involves an investment of money in a common enterprise with an expectation of profit from the efforts of others, it is recognized as a security. This test became the basis for SEC lawsuits against Ripple, Coinbase, and Binance in previous years. However, for debt tokens such as a tokenized invoice, the Howey Test is not the only criterion. Courts apply the Reves test (Reves v. Ernst & Young) to determine whether an instrument is a "bond, note, or other debt instrument" that falls under securities regulation.

For tokenized receivables sold to investors, this test will with high probability classify them as securities, which reinforces the need for structuring through an SPV and registration under Reg D or Reg A+.

The GENIUS Act (Guiding and Establishing National Innovation for US Stablecoins), adopted in 2025, established clear rules for stablecoins but did not directly affect RWA. Instead, the SEC and CFTC issued joint clarifications that effectively separated public cryptocurrencies and RWA on the principle of whether there is an underlying asset.

If a token is backed by a real asset (for example, a buyer's debt or government bonds) and gives the holder the right to demand money from the one who issued the token, it is considered a security. However, simplified rules apply to such tokens if they are purchased by accredited investors. They are not mixed with stablecoins or unregulated cryptocurrencies — they have a different status.

Europe (MiCA vs MiFID II): Why RWA Is Removed from the Scope of CASP Regulation

The MiCA Regulation governs crypto-asset service providers (CASPs), unbacked tokens, and stablecoins (EMT/ART). However, MiCA contains an important exception for RWA: tokens that qualify as financial instruments under the MiFID II Directive are removed from its scope.

This means that RWA tokens (for example, tokenized bonds or invoices) are regulated by MiFID II standards and the special DLT Pilot Regime of the European Securities and Markets Authority (ESMA).

In December 2025, the European Commission proposed extending the DLT Pilot Regime until 2028 as part of the MISP package. However, by mid-2026 this proposal has not yet been adopted: trilogues are expected in the second half of 2026 — first half of 2027, with political agreement by the end of 2027.

The DLT Pilot Regime is a special experimental legal regime of the European Union that allows exchanges, banks, and other financial institutions to create infrastructures for trading and settling tokenized assets on the blockchain with exemptions from certain ordinary rules.

As a result, RWA platforms gain institutional legitimacy. They operate not as crypto-asset service providers (CASPs), but as full-fledged securities market participants with a clear system of clearing, reporting, and investor protection.

Singapore (MAS): A Reference Infrastructure for Tokenization of Foreign Trade and RWA

The Monetary Authority of Singapore (MAS) has formed an effective regulatory approach to RWA through the Project Guardian initiative. The project brings together regulators and the largest financial institutions (Citi, JPMorgan, DBS, HSBC) to test asset tokenization in a controlled environment.

Singapore's main difference from the US and Europe is that MAS does not adapt old laws to new realities, but builds a new ecosystem from scratch, where security is built into its architecture.

Edenex: An Institutional RWA Platform with Full Regulatory Compliance

The clear distinction between RWA and cryptocurrencies in the US, Europe, and Singapore has allowed institutional investors to scale on-chain operations without the risk of sanctions and regulatory prosecution. However, complying with all requirements in each jurisdiction is a complex task: it is necessary to take into account differences in regulation, ensure asset custody, client verification, and the legal structure of transactions.

The most effective solution is to use specialized digital platforms that embed compliance into their architecture and automatically adapt transactions to the requirements of a specific jurisdiction. The Edenex platform structures transactions in accordance with RWA regulatory requirements in key jurisdictions. The architecture is based on an SPV structure — a separate legal entity is created for each transaction, to which the exporter transfers the right of claim under the contract. This isolates the asset from the exporter's balance sheet and protects investors in the event of its bankruptcy. In the European Union, an additional advantage is that when the right of claim is documented in the form of notes, such a structure qualifies as a financial instrument under MiFID II, which removes the transaction from the scope of MiCA.

The platform uses programmable compliance and milestone-gating. Each invoice undergoes automatic verification: the existence of a contract with the buyer, the authenticity of customs documents, and certificates of origin are checked. Investor funds are locked in escrow and transferred to the supplier in stages — only after confirmation of the next stage of the transaction (shipment, customs clearance, delivery confirmation). This is a direct implementation of the programmable compliance principles that MAS is introducing through Project Guardian.

The short duration of transactions implies that financing is provided for a term of 30 to 120 days. This corresponds to standard payment cycles in international trade and allows investors to obtain liquidity without lengthy capital lock-up. Assets are isolated through an SPV, KYC/AML compliance is built into the platform architecture, and each transaction undergoes compliance review before activation. This approach allows investors to work with RWA instruments within the existing legal framework, minimizing regulatory risks.

FAQ: Frequently Asked Questions

Why does an RWA token representing a tokenized invoice not fall under MiCA regulation in the European Union?

The answer depends on the legal structure of the issuance. The list of financial instruments under MiFID II (Annex I Section C) is closed: transferable securities, money market instruments, fund units, derivatives, quotas. Trade receivables as such do not fall within this list — they are not traded on the capital market as a class until they are securitized into notes. If an invoice is tokenized "as is" (without an SPV, without issuing notes), it qualifies as an "other crypto-asset" under MiCA and requires a CASP license. If an invoice is securitized through an SPV and issued in the form of notes (bonds), it becomes a financial instrument under MiFID II and is removed from the scope of MiCA.

How is the link between an on-chain RWA token and the physical asset legally formalized in the event of litigation?

Through a legal wrapper: a separate legal entity (SPV) issues the token, and ownership of the underlying asset is recorded in a traditional contract and registry. In the event of litigation, the token holder has a right of recourse against the SPV, not only against the software code. This allows standard judicial protection mechanisms to be used, including arbitration and enforcement proceedings in the jurisdiction where the SPV is registered.

Can non-qualified investors purchase RWA tokens in US and EU jurisdictions in 2026?

In the EU — yes, through regulated trading venues operating under the DLT Pilot Regime, if the token complies with the Prospectus Regulation. In the US — as a rule, only accredited investors (Regulation D) or through public offerings under Regulation A+ (with a $75 million cap). In 2026, the SEC is considering simplifying the rules for small RWA issuances, but no final decision has yet been made.