Subject: Re: File No. S7-02-22
From: Jason Coombs
Affiliation:

Jul. 17, 2023

RE: File No. S7-02-22 
See: https://www.sec.gov/comments/s7-02-22/s70222.htm 

RE: SEC Reopens Comment Period for Proposed Amendments to Exchange Act Rule 3b-16 and Provides Supplemental Information 


See: https://www.sec.gov/news/press-release/2023-77



See Also: https://www.federalregister.gov/documents/2023/05/05/2023-08544/supplemental-information-and-reopening-of-comment-period-for-amendments-regarding-the-definition-of


See Also Also: https://www.sec.gov/files/34-97309-fact-sheet.pdf


See Also Also Also: 
https://www.govinfo.gov/content/pkg/FR-2023-05-05/pdf/2023-08544.pdf




July 17, 2023 

To Whom It May Concern:


Recently we learned that there are a two new De Facto Rules that the Commission should take note of in its final Rulemaking release:


https://twitter.com/jasoncoombsceo/status/1680767650262298629
https://twitter.com/jasoncoombsceo/status/1680769136845271040




1. All securities are Exempted until the issuer begins to pay dividends, because the 1933 Securities Act 15 U.S. Code § 77(c)(a)(4) says clearly that the federal securities laws do not apply to non-profit securities;


https://twitter.com/jasoncoombsceo/status/1550310774152650753
https://twitter.com/jasoncoombsceo/status/1550311342938005504


https://www.law.cornell.edu/uscode/text/15/77c


and,


2. Slack v. Pirani and the summary judgment ruling in SEC v. Ripple established a new securities regime for crypto: the federal securities law do not apply at all when financial assets are sold through exchanges.


https://www.supremecourt.gov/opinions/22pdf/22-200_097c.pdf




Now then, do carry on with your silly Rulemaking, and designate DeFi platforms and Decentralized Exchanges as securities Exchanges by definition, because the courts have just informed you that if crypto securities do trade through such Exchanges, they are Exempted securities that the SEC has no authority to regulate by enforcement and no issuer has any duty of disclosure or registration prior to sale.


Here is an AI-generated mash-up song for you about securities regulation, to celebrate this momentous transformation of the securities market under your impressive and innovative leadership.




Hey, Mr. SEC Man, play a song for me
I'm not well-capitalized and I'm going no place
Hey, Mr. SEC Man, play a song for me
In your jingle jangle regulatory regime you come after me


Though I know that America's empire has returned into sand
Vanished from the land
Left me blindly here to contemplate, but still not prospering
My weariness amazes me, I'm branded with your scarlet letter
I have no investors to meet
And the ancient empty buttonwood tree's too dead for outside trading


Hey, Mr. SEC Man, play a song for me
I'm not well-capitalized and I'm going no place
Hey, Mr. SEC Man, play a song for me
In your jingle jangle regulatory regime you come after me 



Take me on a trip upon your magic nerd money ship
My senses have been regulated
My hands can't win at trial
My toes too numb to litigate
Wait only for your jack-boot heels to be trampling
I'm ready to go anywhere, I'm ready for to pump
Into my investor roadtrip
Cast your enforcement spell my way, I promise to give in to it


Hey, Mr. SEC Man, play a song for me
I'm not well-capitalized and I'm going no place
Hey, Mr. SEC Man, play a song for me
In your jingle jangle regulatory regime you come after me 



Though you might hear pitching, offering, mooning madly across the sun
It's not enticing anyone
It's just capital formation on the run
And but for the regulation by enforcement there are no transactions pending
And if you hear vague Bloombergs spinning narratives of rhyme
To your regulatory agency in time
It's just a Gensler clown behind
I wouldn't pay it with premine
It's just a shadow banker that you're chasing


Hey, Mr. SEC Man, play a song for me
I'm not well-capitalized and I'm going no place
Hey, Mr. SEC Man, play a song for me
In your jingle jangle regulatory regime you come after me 



And take me appealing the court ruling through the fog of war in your head, in your head
Down the violence caused by silence
Far past the same old theme 

The haunted tanks and bombs and guns 

Out to West Gilgo beach 

Far from the twisted reach of zombie regulators 

Yes, to the same old theme in blue sky 

With one hand they are crying freedom 

Silhouetted by the Gary 

Circled by the circus Gensler 

With all MIT blockchain webcasts 

Driven deep in your head, in your head 

Let me see, it's not me, it's not my family 



Hey, Mr. SEC Man, play a song for me
I'm not well-capitalized and I'm going no place
Hey, Mr. SEC Man, play a song for me
In your jingle jangle regulatory regime you come after me




Thank you, AI Bob Dylan and AI Dolores O'Riordan.




Jason Coombs
https://jasoncoombs.com
ceo@forensics.org
831-241-4900